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    x

Filed by a Party other than the Registrant    o

Check the appropriate box:

WIRELESS TELECOM GROUP, INC.

(Name of Registrant as Specified in its Charter)

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

Payment of Filing Fee (Check the appropriate box):

x    No fee required.

o    Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

1)    Title of each class of securities to which transaction applies:

Payment of Filing Fee (Check the appropriate box):
	☒	No fee required.
	☐	Fee paid previously with preliminary materials.
	☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.

2)    Aggregate number of securities to which transaction applies:

3)    Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

4)    Proposed maximum aggregate value of transaction:

5)    Total fee paid:

o    Fee paid previously with preliminary materials.

o    Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

1)    Amount previously paid:

2)    Form, Schedule or Registration Statement No.:

3)    Filing Party:

4)    Date Filed:

WIRELESS TELECOM GROUP, INC.

25 Eastmans Road

Parsippany, NJ 07054

(973) 386-9696

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To be held on June 8, 2016August 25, 2023

To the Shareholders of Wireless Telecom Group, Inc.:

NOTICE IS HEREBY GIVEN that the annual meeting of shareholders of Wireless Telecom Group, Inc., a New Jersey corporation (the “Company”), will be held on Friday, August 25, 2023 at the offices of Reed Smith LLP, 599 Lexington Avenue, 22^nd Floor, New York, NY 10022, on Wednesday, June 8, 2016, at 10:8:00 a.m., local timeEastern Time (the “Meeting”),. The annual meeting will be a completely virtual meeting of shareholders. We believe that a virtual meeting provides greater access to those who may want to attend, and, therefore, have chosen this method for the Meeting over an in-person meeting. You may vote your shares and submit questions via live webcast at www.virtualshareholdermeeting.com/WTT2023 by using the 16-digit control number provided in these proxy materials.

The Meeting is being held for the following purposes:

The board of directors of the Company unanimously recommends that you vote “FOR” each of the six nominees to the board of directors, “FOR” the ratification of the appointment of PKF O’Connor Davies, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2016, and “FOR” the approval of the advisory (non-binding) resolution regarding the compensation of our named executive officers.

The close of business on April 25, 2016July 13, 2023 has been fixed as the record date for the determination of shareholders entitledtoentitled to notice of and to vote at the Meeting. Accordingly, only shareholders of record at the close of business on that date will be entitled to vote at the Meeting.

All shareholders are cordially invitedRegardless of whether you choose to attend the Meeting. Whethervirtual Meeting, we encourage you to vote prior to the Meeting by completing, dating, signing and returning the proxy card sent to you, or by voting online or by telephone, following the instructions contained on the proxy card. Voting online, by telephone or by returning the proxy card does not deprive you expectof your right to attend you are requestedthe virtual Meeting and to sign, date and returnvote your shares at the enclosed proxy promptly. A return envelope, which requires no postage if mailed in the United States, is enclosed for your convenience.Meeting. Shareholders who execute proxies retain the right to revoke them at any time prior to the voting thereof by (i) filing written notice of such revocation with the Secretary of the Company, (ii) submission ofsubmitting a duly executed proxy bearing a later date, or (iii) voting in person at the Meeting. AttendanceParticipation at the Meeting will not in and of itself constitute revocation of a proxy. Any written notice revoking a proxy should be sent to: Robert Censullo,Michael Kandell, Secretary, Wireless Telecom Group, Inc., 25 Eastmans Road, Parsippany, New Jersey 07054.

IF YOUR SHARES ARE HELD BY A BANK OR BROKER, YOU MUST BRING YOUR BANK OR BROKER’S STATEMENT EVIDENCING YOUR BENEFICIAL OWNERSHIP OF THE SHARES TO THE MEETING. WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING, YOU ARE URGED TO FILL IN, DATE, SIGN AND RETURN THE ENCLOSED PROXY IN THE ENVELOPE PROVIDED.

Dated:    April 28, 2016

Dated: May 1, 2023

Important Notice Regarding the Availability of Proxy Materials For the August 25, 2023 Shareholder Meeting: The Company’s notice of annual meeting of shareholders, proxy statement and Annual Report are available on the internet at http://www.proxyvote.com.

PLEASE READ THE ACCOMPANYING PROXY STATEMENT AND ANNUAL REPORT TO SHAREHOLDERS. WE RECOMMEND THAT YOU SUBMIT YOUR PROXY TO VOTE YOUR SHARES AS SOON AS POSSIBLE. YOUR VOTE IS VERY IMPORTANT TO US.

Internet		Telephone		Mail		Webcast
Visit the Web site noted on your proxy card.		Use the toll-free telephone number on your proxy card.		Sign, date and return your proxy card in the enclosed envelope to vote by mail.		Participate in the meeting and vote electronically at www.virtualshareholdermeeting.com/WTT2023.

WIRELESS TELECOM GROUP, INC.

25 Eastmans Road

Parsippany, NJ 07054

(973) 386-9696

PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS
June 8, 2016

August 25, 2023

This proxy statement and accompanying proxy card isare furnished in connection with the solicitation by the board of directors of Wireless Telecom Group, Inc., a New Jersey corporation (the “Company”), of proxies in the enclosed form for the Annual Meeting of Shareholders (the “Meeting”) to be heldon Friday, August 25, 2023 at the offices of Reed Smith LLP, 599 Lexington Avenue, 22^nd Floor, New York, NY 10022, on Wednesday, June 8, 2016, at 10:8:00 a.m., local time, Eastern Time and for any adjournment or adjournments thereof, for the purposes set forth in the foregoing Notice of Annual Meeting of Shareholders. The persons named in the enclosed proxy form will vote the shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), for which they are appointed in accordance with the directions of the shareholders appointing them. The principal executive offices of the Company are located at 25 Eastmans Road, Parsippany, New Jersey 07054. The approximate date on which this proxy statement and the accompanying form of proxy will first be mailed to the Company’s shareholders is May 5, 2016.

At the Meeting, the following proposals will be presented to the shareholders for approval:

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON JUNE 8, 2016

The Company’s notice of annual meeting of shareholders, proxy statement, and the Company’s 2015 Annual Report are available on the internet at: http://www.proxyvote.com.

July 13, 2023. Copies of the Company’s Annual Report to Shareholders containing audited financial statements of the Company for the fiscal year ended December 31, 2015,2022, are being mailed together with this proxy statement to all shareholders entitled to notice of and to vote at the Meeting.

SUMMARY

This summary highlights information contained in the proxy statement. It does not include all of the information that you should consider prior to voting, and we encourage you to read the entire document prior to voting.

Shareholders are being asked to vote on the following matters at the 2023 Meeting:

OUTSTANDING SHARES

QUESTIONS AND ANSWERS ABOUT THE VIRTUAL MEETING AND VOTING RIGHTS

Only holdersHow can I participate in the Virtual Meeting?

It is our intention that this year our Meeting will be a completely virtual meeting. There will be no physical meeting location. We believe that a virtual meeting provides greater access to those who may want to attend, and, therefore, have chosen this method for the Meeting over an in-person meeting.

To participate in the Meeting, visit www.virtualshareholdermeeting.com/WTT2023 and enter the 16-digit control number included on your proxy card, or on the instructions that accompanied your proxy materials. You may begin to log into the meeting platform beginning at 7:30 a.m., Eastern Time (“ET”), on August 25, 2023. The Meeting will begin promptly at 8:00 a.m. ET on August 25, 2023.

The virtual meeting platform is fully supported across browsers (Internet Explorer, Firefox, Chrome and Safari) and devices (desktops, laptops, tablets and cell phones) running the most updated version of recordapplicable software and plug-ins. Participants should ensure that they have a strong WiFi connection wherever they intend to participate in the Meeting. Participants should also give themselves plenty of time to log in and ensure that they can hear streaming audio prior to the start of the meeting.

If you wish to submit a question, during the Meeting, log into the virtual meeting platform at www.virtualshareholdermeeting.com/WTT2023, and follow the instructions in the virtual meeting platform for submitting a question. Questions pertinent to meeting matters will be answered during the Meeting, subject to time constraints.

If you encounter any technical difficulties with the virtual meeting platform on the meeting day either during the check-in or meeting time, please call the technical support number that will be posted on the virtual meeting platform log in page.

Who is entitled to vote at the Meeting?

You are entitled to vote at the Meeting if you owned shares of our Common Stock as of the close of business on April 25, 2016July 13, 2023 (the “Record Date”) are entitled. Each share of our Common Stock entitles the holder of such share on the Record Date to one vote on each matter submitted to the shareholders at the Meeting. On the Record Date, there were 18,593,013 shares of Common Stock outstanding and entitled to be voted at the Meeting. As of the Record Date, there were 399 holders of record of the Common Stock. Each outstanding share of Common Stock as of the Record Date is entitled to one (1) vote on all matters to be acted upon at the Meeting.

A complete list of shareholders of record entitled to vote at the Meeting will be available for inspection by any shareholder for any purpose germane to the Meeting for 10 days priorat the Meeting.

The presence, virtually or by proxy, of the holders of a majority of the voting power of our outstanding stock entitled to vote at the Meeting during ordinary business hoursis necessary to constitute a quorum at the Company’s headquarters located at 25 Eastmans Road, Parsippany, New Jersey 07054.

Most ofMeeting. A quorum is required for the Company’s shareholders beneficially hold their shares through a stock brokerage account, bank or other nominee, rather than as a holder of record directly in theirto conduct business at the Meeting.

How do I vote at the Virtual Meeting?

If you own name. There are some distinctions between shares held as a holder of recordCommon Stock and those beneficially owned. If your shares of Common Stock are registered directly in your name, withthen you are the Company’s transfer agent, American Stock Transfer & Trust Company, LLC,“record holder” of the shares, and you may vote your shares before the Meeting by following the instructions on your proxy card, or you may vote your shares at the Meeting by completing a ballot online during the Meeting through the virtual shareholder meeting platform at www.virtualshareholdermeeting.com/WTT2023. If your shares are held in the name of your brokerage firm, bank or other nominee, then you are considered with respectthe “beneficial owner” of shares held in street name, and you should receive instructions from your brokerage firm, bank or other nominee that must be followed in order for your shares to thosebe voted based on your instructions. Brokerage firms, banks and other nominees typically have a process for their beneficial holders to provide voting instructions online or by telephone. If you hold your shares in street name and wish to vote at the holdervirtual Meeting, please obtain instructions on how to vote at the Meeting from your broker, bank or other nominee.

If you are a shareholder of record there are four ways to vote:

Voting by Mail. By signing the proxy card and returning it in the postage-prepaid and addressed envelope enclosed with these proxy materials, have been sent directly to you. Asyou are authorizing the holder of record, you have the right to grant your voting proxy directly to the personsindividuals named on the enclosed proxy card or to vote in personyour shares at the Meeting. AMeeting in the manner you indicate. We encourage you to sign and return the proxy card is enclosed with this proxy statement for your use. Ifeven if you plan to attend the Meeting virtually so that your shares will be voted even if you later find yourself unable to attend the Meeting. If you receive more than one proxy card, it is an indication that your shares are held in multiple accounts. Please sign and return all proxy cards that you receive to ensure that all of Common Stockyour shares are voted.

Voting at the Virtual Meeting. If you plan to attend the virtual Meeting and to vote during the Meeting, we will provide you with an online ballot during the Meeting through the virtual shareholder meeting platform at www.virtualshareholdermeeting.com/WTT2023. To vote at the meeting, please follow the instructions on your proxy card. We recommend you vote by proxy even if you plan to attend the Meeting. You can always change your vote at the meeting.

Voting by Telephone. To vote by telephone, please follow the voting instructions and use the toll-free telephone number on your proxy card. If you are a record holder and you vote by telephone, you do not need to complete and mail a proxy card.

Voting Online. If you wish to vote your shares online, please follow the instructions included on your proxy card. If you are a record holder and you vote online, you do not need to complete and mail a proxy card.

How to vote if you are a “beneficial owner” of shares held in street name:

Shares that are held in a stock brokerage account in the name of the broker or by a bank or other nominee are held in “street name.” If your shares are held in street name, you are consideredshould follow the voting instructions provided by your broker, bank, or other nominee. If you hold your shares in street name and wish to vote at the Meeting, please obtain instructions on how to vote at the meeting from your broker, bank, or other nominee.

Can I change my vote?

Any shareholder of record delivering a proxy has the power to change or revoke it at any time before it is voted by: (i) filing written notice of such revocation with the Secretary of the Company, (ii) submitting a duly executed proxy bearing a later date, or (iii) voting at the Meeting. Please note, however, that any beneficial owner of shares held in “street name,” and these proxy materials are being forwarded to you by your broker or nominee who is considered, with respect to those shares, the holder of record. As the beneficial owner, you have the right to direct your broker or nominee how to vote and are also invited to attend the Meeting. However, since you are not the holder of record, you may not vote these shares in person at the Meeting. Your broker or nominee has enclosed a voting instruction card with this proxy statement for your use in directing the broker or nominee how to vote your shares. Shares ofour Common Stock whose shares are held in street name may (a) revoke his or her proxy and (b) attend and vote his or her shares at the virtual Meeting only in accordance with applicable rules and procedures that may then be employed by such beneficial owner’s brokerage firm or bank.

What Proposals am I being asked to vote on at the Virtual Annual Meeting and what is required to approve each proposal?

You are being asked to vote on three proposals:

In voting with regard to Proposal 1, you may vote in favor of each nominee, withhold authority to vote in favor of one or more nominees, or abstain from voting. Directors will be elected by a plurality of the votes cast by holders of our shares present virtually or represented by proxy at the Meeting and entitled to vote on Proposal 1, provided a quorum is present.

In voting with regard to Proposal 2, you may vote in favor of the proposal, against the proposal, or abstain from voting. The vote required to approve Proposal 2 is a majority of the voting power of our shares present virtually or represented by proxy at the Meeting and entitled to vote on Proposal 2, provided a quorum is present.

In voting with regard to Proposal 3, you may vote in favor of the proposal, against the proposal, or abstain from voting. The vote required to approve Proposal 3 is a majority of the voting power of our shares present virtually or represented by proxy at the Meeting and entitled to vote on Proposal 3, provided a quorum is present.

In voting with regard to Proposal 4, you may vote for 1, 2 or 3 years, or may abstain. The advisory vote on frequency will be determined based on the number of years which receives the most votes cast by holders of our shares present virtually or represented by proxy at the Meeting and entitled to vote on Proposal 4, provided a quorum is present.

Effect of Abstentions. If a shareholder abstains from voting, those shares will be counted only for purposes of determining whether a quorum is present. Abstentions will not be considered in determining the number of votes cast on a particular matter and will have no effect on the outcome of the vote.

The Company is not aware, as of the date hereof, of any matters to be voted upon at the Meeting other than those stated in person bythis proxy statement. If any other matters are properly brought before the Meeting, your proxy gives discretionary authority to the persons named as proxies to vote the shares represented thereby in their discretion.

What happens if I don’t return my proxy card or vote my shares?

If you onlyhold your shares directly, your shares will not be voted if you obtaindo not return your proxy card, vote online or by telephone prior to the Meeting, or vote online at the virtual Meeting. If your shares are held in the name of a bank or brokerage firm (i.e., in “street name”) and you do not vote your shares, your bank or brokerage firm can only vote your shares in their discretion for proposals which are considered “routine” proposals. Proposal 3, the ratification of the appointment of our independent registered public accounting firm, is considered a routine proposal, and therefore we do not expect any “broker non-votes” (as defined below) on Proposal 3.

Brokers are prohibited from exercising discretionary authority for beneficial owners who have not provided voting instructions to the broker for “non-routine” proposals which are considered “non-discretionary” (i.e., a “broker non-vote”). Proposals 1, 2 and 4 are non-routine and non-discretionary proposals. Broker non-votes will be counted for the purpose of determining if a quorum is present but will not be considered as shares entitled to vote on Proposals 1, 2 and 4. Broker non-votes will have no effect on the outcome of those proposals.

What happens if I sign, date and return my proxy card but do not specify how to vote my shares?

If a signed proxy fromcard is received which does not specify a vote or an abstention, then the holder of record giving you the right to vote the shares. If you wish to vote such shares in person at the Meeting, you must bring to the Meeting the signed proxy from the holder of record giving you the right to vote in person.

Attendance at the Meeting is generally limited to our shareholders and their authorized representatives. All shareholders must bring an acceptable form of identification, such as a driver’s license, in order to attend the Meeting in person. In addition, if you hold shares of Common Stock in “street name” and would like to attend the Meeting, you will need to bring an account statement or other acceptable evidence of ownership of shares as of the close of business on the Record Date for the Meeting. However, those who hold shares in “street name” cannot vote their shares at the Meeting without a legal proxy.

Shares of Common Stock represented by proxies that are properly executed, duly returned and not revokedproxy card will be voted in accordance with the instructions contained therein. A return envelope, which requires no postage if mailed in the United States, is enclosed for your convenience. If you give your proxy but do not include specific instructions on how to vote, the individuals named as proxies will vote your shares as follows:

• FOR the election of all six director nominees, FORthe boardapproval of directors’ nominees for director;

• the Company’s executive compensation, FOR the ratification of the appointment of PKF O’Connor Davies, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2016;2023, and

• FOR the approval a frequency of the advisory (non-binding) resolution regardingevery year for voting on the compensation ofpaid to the Company’s named executive officers.

If other matters are properly presented atWho pays for the Meeting, the individuals named as proxies will have the discretion to vote on those matters for you in accordance with their best judgment. However, our

Secretary has not received timely and proper notice from any shareholdercost of any other matter to be presented at the Meeting.this proxy solicitation?

Any shareholder giving a proxy hasWe will bear the power to revoke such proxy at any time before it is voted by (i)cost of preparing, printing and filing written notice of such revocation with the Secretary of the Company, (ii) submission of a duly executed proxy bearing a later date, or (iii) voting in person at the Meeting. Attendance at the Meeting will not in and of itself constitute a revocation of a proxy. Any written notice revoking a proxy should be sent to: Robert Censullo, Secretary, Wireless Telecom Group, Inc., 25 Eastmans Road, Parsippany, New Jersey 07054.

A quorum is required for the Company’s shareholders to conduct business at the Meeting. The presence at the Meeting, in person or by proxy, of the holders of a majority of the shares entitled to vote at the Meeting (a majority of the outstanding shares of the Company’s common stock as of the Record Date) will constitute a quorum, permitting us to conduct the business of the Meeting. Please carefully consider the information contained in this proxy statement and whether related proxy materials. In addition to soliciting proxies through the mail, we may solicit proxies through our directors, officers and employees, in person and/or by telephone, email and facsimile. Our directors, officers and other employees will not you plan to attend the Meeting, submit your vote promptly so that we can be assured of having a quorum present at the Meetingreceive compensation for such services other than regular director or employee compensation. Brokerage firms, nominees, custodians and so that your sharesfiduciaries also may be votedrequested to forward proxy materials to the beneficial owners of shares held of record by them. We will pay all expenses incurred in accordanceconnection with your wishes even if you later decide not to attend. Abstentions and “broker non-votes” (described below) will be counted for purposesthe solicitation of determining whether there is a quorum for the transaction of business at the Meeting.proxies.

Directors are elected by a plurality of the votes cast by holders of shares entitled to vote thereon at the Meeting (in person or by proxy). Only shares that are voted in favor of a particular nominee will be counted toward such nominee’s achievement of a plurality. Shares present at the Meeting that are not voted for a particular nominee or shares present by proxy where the shareholder properly withheld authority to vote for such nominee (including broker non-votes, see below) will not be counted toward such nominee’s achievement of a plurality, but will be counted for quorum purposes.

PROPOSAL 1

ELECTION OF DIRECTORS

The affirmative vote of a majority of the votes cast by holders of shares entitled to vote thereon at the Meeting (in person or by proxy) is required for ratification of the appointment of PKF O’Connor Davies, LLP as the Company’s independent registered public accounting firm for the 2016 calendar year. See below for a discussion of the effect of abstentions and broker non-votes.

The affirmative vote of a majority of the votes cast by holders of shares entitled to vote thereon at the Meeting (in person or by proxy) is required for approval of the advisory (non-binding) resolution with respect to the compensation of the Company’s named executive officers. See below for a discussion of the effect of abstentions and broker non-votes.

A broker non-vote occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal, usually because the nominee has not received voting instructions from the beneficial owner in a timely fashion and does not have discretionary voting power with respect to that matter because it is considered non-routine. Under the current rules of the New York Stock Exchange, brokers have discretionary authority with respect to the ratification of the appointment of PKF O’Connor Davies, LLP as the Company’s independent registered public accounting firm for the 2016 calendar year, and may therefore vote your shares with respect to such proposal if such broker does not receive instructions from you. However, brokers or other nominees may not exercise discretionary voting power with respect to any of the other matters to be considered at the Meeting, as each of such other matters are considered to be non-routine. Therefore, if a broker or other nominee has not received voting instructions from the beneficial owner with respect to either proposal 1 regarding the election of directors or proposal 3 regarding the compensation of our named executive officers, such nominee cannot vote the relevant shares on the proposal(s) for which no voting instructions have been received. As a result, it is important that you provide appropriate instructions to your brokerage firm with respect to your vote.

Effect of Abstentions and Broker Non-Votes: If your shares are treated as an abstention or broker non-vote, your shares will only be counted for purposes of determining whether a quorum is present. Abstentions and broker non-votes will not be considered in determining the number of votes cast on a particular matter. Therefore, with respect to proposal number 2, abstentions and broker non-votes will be excluded when calculating the number of votes cast on the matter.

PROPOSAL 1
ELECTION OF DIRECTORS

General

The Company’s by-lawsBy-laws provide that the Company’s board of directors shall consist of up to nine members. The number of directors constituting the Company’s board of directors, as determined by the Company’s board of directors, is currently fixed at six, and at present, there are six directors serving on the Company’s board of directors.six. At the Meeting,meeting, the Company’s shareholders will be asked to vote for the election of six nominees to serve on the Company’s board of directors until the next annual meeting of shareholdersfor a one year term and until their respective successors are elected and qualified. Shareholders may not vote for a greater number of persons than the number of nominees named.

If a proxy is properly executed but does not contain voting instructions, it will be voted “FOR” the election of each of the nominees named below as a director of the Company. Proxies can be voted only for persons who are nominated in accordance with applicable law and the procedures set forth in the Company’s by-laws.By-laws. Management has no reason to believe that any of the nominees named below will not be a candidate or will be unable to serve as a director. However, in the event that any of the nominees should become unable or unwilling to serve as a director, the proxies may be voted for such substitute nominees as the Company’s board of directors may designate.

Director Nominees and Executive Officers of the Company

Set forth below are the names, ages and descriptions of the backgrounds, as of April 25, 2016, ofis information with respect to each of the director nominees, all of whom are current directors and executive officers of the Company.

All directors are currently serving one year terms and were previously elected by the shareholders. Mr. Gibson will continue to serve as Chairman of the Board.

RBS Segment*

* The Company entered into a separation agreement with Mr. Rodriguez on March 20, 2023 and he left the Company effective April 1, 2023.

C. Scott Gibson became a director and Vice Chairman of the board of directors of the Company on April 1, 2021. Mr. Gibson became Chairman of the board of directors on July 29, 2022 and continues to serve as Chairman of the board of directors. For more than the last five years, Mr. Gibson has served on public company boards as his full-time profession. From January 1983 through February 1992, Mr. Gibson co-founded and served as President, and Co-CEO of Sequent Computer Systems, Inc. (“Sequent”), a computer systems company. Prior to co-founding Sequent, Mr. Gibson served as General Manager, Memory Components Operation, at Intel Corporation. Beginning in March 1992, Mr. Gibson served as a director for several public and private high technology companies, and has been an independent member of the board of directors of Pixelworks, Inc (a public company), a provider of video and pixel processing semiconductors and software, since May 2002. Mr. Gibson announced his retirement from the board of directors of Northwest Natural Holding Company (a public company), a provider of water and wastewater distribution and natural gas distribution services in five western states, in August 2021, effective December 31, 2021, after twenty years of board service. Also within the past five years, Mr. Gibson also served on the board of directors of RadiSys Corporation (a public company), and TriQuint Semiconductor, Inc. (a public company), which subsequently merged with RF Micro Devices, Inc., and became Qorvo, Inc. in January 2015. Mr. Gibson served on the board of directors of Qorvo, Inc., a public company, until October 2019. Radisys, TriQuint, and Qorvo were all highly focused on RF/4G/5G semiconductors, and software. Mr. Gibson serves as trustee of St. John’s Health in Jackson, WY, where he resides. Mr. Gibson holds a Bachelor of Science in electrical engineering and Master of Business administration degrees from the University of Illinois. Mr. Gibson was awarded the NACD Board Fellow credential in January 2017. Mr. Gibson’s semiconductor expertise, experience with telecommunications software and systems and overall experience in the high-technology industry provide him with a deep understanding of our business. Mr. Gibson’s significant experience as a director of other public companies provides him with a current working knowledge of business and economic trends that affect our industry.

Alan L. Bazaar, a director nominee, became a director of the Company in June 2013 and was electedserved as Chairman of the board of directors infrom April 2014.2014 until July 2022. Mr. Bazaar is currently the Chief Executive Officer of Hollow Brook Wealth Management LLC, a position he has held since November 2013, where he is responsible for firm-wide operations, investment research, and portfolio management. Mr. Bazaar hasserved as a director of PDL BioPharma Inc., a public company engaged in development of innovative therapeutics and healthcare technologies from February 2020 until March 2021. Mr. Bazaar served as a director of Hudson Global Inc. from June 2015 to May 2019 and a director of Sparton Corp. from May 2016 until the completion of its sale in March 2019. Mr. Bazaar served as a director of LoJack Corporation sincefrom March 2015 and as a directoruntil the completion of Hudson Global Inc. since June 2015.its sale in March 2016. Mr. Bazaar was formerly a director of NTS and served from December 2012 until the completion of its sale in June 2014. From 2004 until April 2008, Mr. Bazaar has served as a director of Media Sciences International, Inc., which manufactured and distributed business color printer supplies and industrial ink applications in the United States. From July 1999 until December 2009, Mr. Bazaar was a Managing Director and Portfolio Manager at Richard L. Scott Investments, LLC where he co-managed the public equity portfolio and was responsible for all elements of due diligence. Previously, Mr. Bazaar served as a director of Airco Industries,

Inc., a privately held manufacturer of aerospace products, and was employed by Arthur Andersen LLP in the Assurance and Financial Buyer’s Practices group and in the Business Fraud and Investigation Services Unit. Mr. Bazaar received an undergraduate degree in History from Bucknell University and a Master of Business Administration from the Stern School of Business at New York University. Mr. Bazaar is also a Certified Public Accountant. The Company believes thatAccountant (“CPA”). Mr. Bazaar’s successful track record as an accomplished business leader with significant experience as Chief Executive Officer and membershipservice on public company boards qualifies him to serve on the Company’s board of directors.

Don Carlos Bell, IIIJennifer Fritzsche , a director nominee, became a director of the Company in June 2014. Mr. Bellon December 18, 2020. Ms. Fritzsche has been the ownerserved as a managing director of Greenhill & Co., a leading independent investment bank focused on providing financial advice globally on significant mergers, acquisitions, restructurings, financings and general partnercapital raisings to leading corporations, partnerships, institutions and governments across a number of Tidal Capital LLCindustries, since April 2011,2021. In this capacity she Co-Leads the North American Communication Services and President of Trigg Partners since August 2014. He was an independentDigital infrastructure practice. Ms. Fritzsche previously served as Chief Financial Officer and director of TeleCommunication SystemsCanopy Spectrum, LLC, a company focused on the wireless spectrum space, from July 2020 until April 2021. Prior to July 2020, Ms. Fritzsche served as Managing Director and Senior Equity Analyst at Wells Fargo Securities for 25 years where she focused on the telecommunications services, cable, data center and tower sectors. While at Wells Fargo, Ms. Fritzsche received top rankings from Institutional Investor in the communications infrastructure space every year from 2017 through 2020. Mr. Fritzsche has made numerous media appearances and has often been a guest on Bloomberg and CNBC and speaks at many telecommunications regulatory seminars and industry and trade conferences. On October 28, 2020, Ms. Fritzsche joined the board of directors of Dycom Industries, Inc., a publicly held leading provider of specialty contracting services throughout the U.S. Additionally, Ms. Fritzsche is a Senior Fellow at Georgetown University’s McDonough School of Business. Ms. Fritzsche holds a Bachelor’s degree in History from 2015 through its sale to Comtech Telecommunications in 2016, and Chairmanthe College of the Special Committee.  Mr. Bell was an independent director of NTS Communications from 2012 through the sale of the Company to Tower Three Partners in 2014,Holy Cross and a memberMaster of the Special Committee. He was President and Principal Owner of Tidal Research, LLC from 2007 to 2011. From 2003 to 2006, he served as Senior Vice President of Marketing and Corporate Development at IPC Systems, Inc. From 2001 to 2003, he was Vice President of Clearwire Technologies. From 1998 to 2001, he was an Investment Banker in the Mergers and Strategic Advisory Department of Goldman Sachs. Mr. Bell holds a Master’s Degree in Business Administration from The Whartonthe D’Amore-McKim School University of Pennsylvania, and graduated from St. John’s College withBusiness at Northeastern University. Ms. Fritzsche’s experience as a BA in Classics. Mr. Bell’s operating, finance and public director experiencesenior equity analyst in the Telecom and Technology industry qualify himtelecommunications sector qualifies her to serve on the Company’s board of directors.

Joseph GarrityMichael Millegan, a director nominee, became a director of the Company in July 2007. From 2011 to present,on November 13, 2016. Since 2018, Mr. Garrity servesMillegan has served as the co-founder, COO/CFOFounder and CEO of SalemMillegan Advisory Group 3 LLC which advises early-stage companies on strategy that drives technology innovation and shareholder value. Previously, he held a variety of executive leadership and management positions within Verizon, where he led large-scale and scope business units. As president of Verizon Global Partners, Inc., a strategic recruitingWholesale Group, he was responsible for $11 billion in sales revenue, 13,000 employees and consulting company serving the financial services industry.$1 billion in annual capital spending. Mr. GarrityMillegan served in various capacities from 1991 to 2005 including: Executive Vice President, Chief Financial Officer, Chief Operating Officer and Director of 4 Kids Entertainment, a New York Stock Exchange listed company at the time.For more than six years prior to such time, Mr. Garrity was a Senior Audit Manager for Deloitte & Touché LLP serving U.S. and multinational public companies. Mr. Garrity is a member ofon the advisory board of AGB Search, Inc.,FINSPHERE, a higher education executive search firm,leader in mobile identity authentication enabling financial institutions and a trustee of the Central Harlem Initiative for Learning and Development and Saint Michael’s College.mobile network operators to protect against credit card fraud. In addition, Mr. Garrity has 24 years of experience in executive financial management andMillegan is a CPA and a member of the NYSSCPA’s and the AICPA. Mr. Garrity’s significant tenure as the chief financial officer of a public company, as well as his financial background, qualifies him to serve on the Company’s board of directors and as a financial expert on the Company’s audit committee.

Paul Genova, a director nominee, has served as the Company’s Chief Executive Officer, or CEO, and member of the board of directors since November 2009 and served as the Company’s Chief Financial Officer, or CFO, from September 2003 to September 2010. From March 2004 until July 2005, Mr. Genova served as a directorof Portland General Electric, one of the Company and from September 2005 to January 2006,largest public utilities in the pacific northwest. Mr. Genova served as interim Chief Executive OfficerMillegan also serves on board of directors of Axis Capital Holdings Limited (a public company), the Virginia Mason Foundation, a division of the Company. From 1994Virginia Mason Health System, Network Wireless Solutions and was a member of the board of directors of Coresite Realty Corporation until its acquisition by American Tower in December 2021. Mr. Millegan is a strategic advisor to February 2002, Mr. Genova served as Chief Financial Officer of Wilson Logistics,Windpact, Inc., a supply chain management and industrial services provider. From 1985 to 1994, Mr. Genova worked with Deloitte & Touché LLP as a Senior Audit Manager, working with various global manufacturing companies. Mr. Genova is a CPA and has a Bachelor of Science degree in Accounting from Manhattan College. Mr. Genova’s extensive knowledge of the Company, his history as the Company’s CEO, as well as his extensive business and financial background, qualify him to serve on the Company’s board of directors.

Mitchell Herbets, a director nominee, became a director of the Company in June 2015. Mr. Herbets serves as the Managing Principal of Herbets Consulting LLC, a consulting company he formed in 2012. He currently serves as non-executive Chairman of Thales Defense and Security, Inc., a globalprivate innovative sports technology company developing protective gear to minimize sports related concussive head trauma and Vettd, Inc. a private company that provides advanced technology equipment todevelops AI-based software solutions for the U.S. defense and federal technology markets. From 2000 to 2010,human resource industry. Mr. Herbets served as the Chief Executive Officer and President of Thales. He

joined Thales in 1987 and served in a number of senior executive positions, including leadership roles in program management, engineering, and business development prior to serving as Chief Executive Officer. Prior to joining Thales, Mr. Herbets’ career included four years of service with the U.S. Army with the final rank of Captain. HeMillegan holds a Bachelor’s degree in Electrical Engineering from Lehigh University and a Master’s degree in Business Administration from George WashingtonAngelo State University. Mr. Herbets’Millegan’s experience as a chiefan executive officer, in additionat Verizon and advisor to his significant technical expertise and background in the defense industry,multiple technology companies qualifies him to serve on the Company’s board of directors.

Timothy WhelanAllan D.L. Weinstein, a director nominee, became a director of the Company on November 9, 2016. Mr. Weinstein is the co-founder and Managing Partner of Gainline Capital Partners LP., a private equity firm. Prior to co-founding Gainline in 2015, he was a Managing Partner of CAI Private Equity, a private equity firm, which he joined in 2012. While at CAI, Mr. Weinstein served on the firm’s Investment Committee and was a partner in CAI’s management company. Before joining CAI, Mr. Weinstein was a Managing Director at New York-based private equity firm Lincolnshire Management, Inc., where he was employed for nearly 18 years. Among other responsibilities at Lincolnshire, he served as interim Chief Financial Officer of a portfolio company and led a transaction that in 2007 won Private Equity Deal of the Year from the Los Angeles Venture Association. Mr. Weinstein began his career with Fleet Bank, and he has served as a director or officer of numerous privately held companies, including SourceHOV tax LLC dba Source Advisors, CSAT Solutions, Prince Sports, Bankruptcy Management Solutions and Shred-Tech Corporation, Inc. He is currently on the board of directors of iES-Mach, a privately held company providing grid relationship management software and demand response services to large commercial energy consumers, Southern Motion, Inc. a privately held leader in design and innovation in motion furniture, Core Health & Fitness LLC, a privately held vertically integrated global manufacturer of commercial fitness equipment, Galaxy Universal, LLC, a privately held company leading vertically integrated brand owner, brand manager and sourcing in the global outdoor and athletic industry and Atlantic Energy Group, LLC, a privately held company providing electricity and natural gas through environmentally-conscious value added bundles that leverage technology to help customers reduce consumption and align with broader emissions reduction efforts and clean energy goals. Mr. Weinstein has a Bachelor’s degree in History and Economics from Vassar College. Mr. Weinstein’s experience in private equity and service on boards of multiple companies qualifies him to serve on the Company’s board of directors.

Timothy Whelan was appointed Chief Executive Officer of the Company effective June 30, 2016, and has served as a director of the Company since March 2015. Before assuming the role of the Company’s CEO, Mr. Whelan currently serves aswas Managing Director of Echo Financial Business Consulting Group, a privately-heldprivately held financial and operational consulting firm he co-founded in February 2014. Mr. Whelan has served as a director of Edgewater Technology, Inc. since March 2016. Mr. Whelan served as President and Chief Operating Officer of IPC Systems, Inc., a company that provides and services voice communication systems for the financial services industry, from 2009 to 2013. Mr. Whelan served as Executive Vice President and Chief Financial Officer of IPC Acquisition Corp./IPC Systems Holdings Corp. from 2001 to 2009 and also served as its Principal Accounting Officer from 2001 to 2009. From July 2000 to December 2001, Mr. Whelan served as Divisional Chief Financial Officer of Global Crossing’s Financial Markets division. From May 1999 to June 2000, Mr. Whelan served as Vice President of Finance at IPC Information Systems, Inc. and IXnet. Mr. Whelan is a certified public accountantCertified Public Accountant and previously worked for Ernst & Young from 1992 to 1999. He previously spent four years as a U.S. Naval Officer. Mr. Whelan has previously served as a member of the board of directors of Edgewater Technologies from 2015 to 2018 and has served on the board of directors of the New York Metropolitan chapter of the USO from 2019 to 2020. He has a Bachelor of Science degree in Accounting from Villanova University. Mr. Whelan’s significant tenure as Chief Financiala chief financial officer and Chief Operating Officer,chief operating officer, his experience managing all aspects of the financial management of a company, as well as his experience in IT services, technology and telecommunications industries, qualifiesqualify him to serve on the Company’s board of directors.

Robert CensulloMichael Kandellhas served was appointed to serve as theCompany’s Chief Financial Officer or CFO, since June 2013.effective January 2, 2017. Prior to joining the Company and beginning in 2010, Mr. CensulloKandell worked at Avaya, Inc., a multinational technology company specializing primarily in unified communication and contact center products and services, where he most recently served as Senior Director of Accounting. Prior to Avaya, Mr. Kandell worked at Precision Partners, Inc., an advanced manufacturing and engineering services company, from 2006 to 2010 as assistant corporate controller and, prior to that, from 1997 to 2004 at Ernst & Young LLP in various roles in the audit and assurance practice. He received his Bachelor of Science degree in accounting from College of New Jersey. Mr. Kandell is a Certified Public Accountant.

Daniel Monopoli was appointed to serve as Senior Vice President, General Manager of the Test and Measurement Segment effective January 6, 2022. Prior to that Mr. Monopoli served as the Company’s Acting CFOChief Technology Officer since June 30, 2017. Mr. Monopoli joined the Company in September 2015 as the General Manager of the Test and Measurement Segment. Prior to joining the Company Mr. Monopoli held various positions of increasing responsibility at Teledyne LeCroy, a leading provider of test and measurement solutions in the telecommunications industry, from September 2010July 2002 to June 2013April 2015. Mr. Monopoli holds a Master of Business Administration from Columbia University, Master of Engineering in Electrical Engineering degree from Stevens Institute of Technology and since November 2005 has served, and continuesa Bachelor of Science in Electrical Engineering from Binghamton University.

Alfred Rodriguez was appointed to serve as Senior Vice President, General Manager of the Radio, Baseband and Software Segment effective January 6, 2022. The Company entered into a separation agreement with Mr. Rodriguez on March 20, 2023, and he left the Company effective April 1, 2023. Prior to that Mr. Rodriguez served as the Company’s Corporate Secretary. From July 2007Chief Revenue Officer effective from his date of hire on August 4, 2020. Prior to September 2010, Mr. Censullo held the position of Corporate Controller and from October 2005 to July 2007 held the position of Divisional Controller. From April 1999 to October 2005, Mr. Censullo held various financial positions withinjoining the Company, including Accounting Manager. Prior to such time, Mr. CensulloRodriguez spent 17 years at Xilinx, serving as a designer and developer of programmable devices and associated technologies, in a variety of sales, business development and engineering roles. He also worked for Interim Technology, a division of Interim Services,in sales roles at ST Microelectronics and Cavium, Inc., as an accountant. Mr. Censullo hasRodriguez holds a Bachelor of Science degree in AccountingElectrical Engineering and a Master of Business Administration from Saint Peter’s University.

Joseph Deboldhas servedas the Company’s Senior Vice PresidentUniversity of Global Sales and Marketing since March 2011 and previously served as the Company’s Senior Vice President of Global Sales and Marketing in a non-executive officer role since joining the Company in April 2010. From 2009 to 2010, Mr. Debold served as a Vice President of Sales and Business Development at EXTOL International. In 2003, Mr. Debold founded, and served as President of, the consulting firm of Camelot, Inc. until his departure in 2009. Previous to that, Mr. Debold served in various sales, marketing and operating leadership roles at Relavis Corporation (part of Group Business Software AG), Worldtalk (part of Axway) and Candle Corporation (now part of IBM). Mr. Debold is a graduate of Fordham University’s MBA School and Manhattan College.California, Davis.

There are no family relationships among any of the director nominees, current directors or executive officers of the Company.

Independence of Directors

We apply the standards of the NYSE MKT LLCAmerican exchange (the “NYSE MKT”American” or the “New York Stock Exchange”), the stock exchange upon which our Common Stock is listed, in the United States,and, where applicable, SEC rules, for determining the independence of the members of our board of directors and board committees. The Company’s board of directors has determined that all of the Company’s directors, except Mr. Genova,Whelan, are currently “independent” in accordance with the applicable listing standards of the New York Stock Exchange and, where applicable, SEC rules, as currently in effect.

Under applicable New York Stock Exchange rules, Mr. GenovaWhelan is not considered independent because he presently serves as the Company’s CEO. The board of directors considered the relationship of Alan Bazaar to Hollow Brook Wealth Management LLC, an 8.7% shareholder of the Company, as well as Mr. Bazaar’s beneficial ownership of the Company’s shares. As of April 25, 2023, Mr. Bazaar may be deemed to beneficially own 10.5% of the Company’s outstanding Common Stock, which includes the shares held by Hollow Brook Wealth Management LLC. The board concluded, consistent with the guidance of the New York Stock Exchange, that this significant stock ownership did not adversely affect Mr. Bazaar’s independence from management. The board also determined that, notwithstanding his significant beneficial ownership, Mr. Bazaar meets the additional independence requirements for members of the Audit Committee under applicable SEC rules. There were no other relationships between the Company and any of the other directors to be considered by the board in its independence determinations.

Meetings of the Board of Directors and its Committees

During the fiscal year ended December 31, 2015,2022, the Company’s board of directors held eightfifteen meetings. The board of directors has an Audit Committee, a Compensation Committee, a NominationsNominating and Corporate Governance Committee and a Strategic Planning and OperatingStrategy Oversight Committee. During the fiscal year ended December 31, 2015,2022, the Audit Committee held fourfive meetings, the Compensation Committee held sixfive meetings, the Nominating and Corporate Governance Committee held two meetings and the Nominations and GovernanceStrategy Oversight Committee held one meeting. The new Strategy Planning and Operating Committee was formed in November 2015 and did not hold any formal meetings in 2015.two meetings. During the fiscal year ended December 31, 2015,2022, no director attended fewer than 75% of the aggregate of the total number of meetings of the Company’s board of directors (held during the period for which he or she was a director) and the total number of meetings held by all committees of the Company’s board of directors on which he or she served (held during the period that heperson served).

Corporate Governance Guidelines and Committees of the Board of Directors

Our board of directors maintains a formal statement of its responsibilities and corporate governance guidelines to ensure effective governance in all areas of its responsibilities. Our corporate governance guidelines, as adopted in April 2013, are available on our website at www.wtcom.com by clicking on the tab “Investor Relations,” and then the “Corporate Governance Guidelines” link. The guidelines are reviewed periodically and revised as appropriate to reflect the dynamic and evolving processes relating to corporate governance, including the operation of the board of directors.

The Company’s board of directors has also adopted a written charter for each of the Audit Committee, the Compensation Committee, the Nominating and Corporate Governance Committee and the Nominations and GovernanceStrategy Oversight Committee. Each charter is available on the Company’s website at www.wtcom.comwww.wirelesstelecomgroup.com by first clicking on the tab “Investor Relations”, then clicking on the tab “Corporate Governance” and then the appropriate link for each committee charter. Except to the extent expressly stated otherwise, information contained on or accessible from our website or any other website is not incorporated by reference into and should not be considered part of this proxy statement.

The Audit Committee serves atoversees the pleasureaccounting and financial reporting processes of the Company and audits of the financial statements of the Company. The Audit Committee provides assistance to the board of directors with respect to its oversight of the integrity of the Company’s board of directors, and is authorized to: review proposals of the Company’s auditors regarding annual audits, recommend the engagement or discharge of the auditors, review recommendations of such auditors concerning accounting principles and the adequacy of internal controls and accounting procedures and practices, review the scope of the annual audit, approve or disapprove each professional service or type of service other than standard auditing services to be provided by the auditors, and review and discuss the audited financial statements, compliance with the auditors.legal and regulatory requirements, independent auditor’s qualifications and independence and performance.

Before anThe Audit Committee approves all engagements of any independent public accounting firm is engaged by the Company to render audit or non-audit services, the engagement is approved by the Audit Committee.services. Our Audit Committee has the sole authority to approve the scope of the audit and any audit-related services as well as all audit fees and terms. Our Audit Committee must pre-approve any audit and non-audit related services by our independent registered public accounting firm. During our fiscal year ended December 31, 2015,2022, no services were provided to us by our independent registered public accounting firm other than in accordance with the pre-approval procedures described herein.

During the fiscal year ended December 31, 2015,2022, the members of the Audit Committee were Messrs. Henry L. Bachman, Alan L. Bazaar Joseph Garrity, Allan D.L. Weinstein and Timothy Whelan. Mr. Bachman served on the Audit Committee until his retirement on June 10, 2015. Mr. Whelan became a member of the Audit Committee in June 2015.C. Scott Gibson.

The Company’s board of directors has determined that each of Messrs. Bazaar, GarrityWeinstein and Whelan currently meetGibson met the independence criteria set forth in the applicable rules of the New York Stock Exchange and the Securities and Exchange Commission or SEC,(“SEC”), for audit committee membership. The board of directors has also determined that all current members of the Audit Committee possess the level of financial literacy required by applicable rules of the New York Stock Exchange and the Securities and Exchange Commission (the “SEC”).SEC. The Company’s board of directors has determined that Joseph GarrityMr. Bazaar is qualified as an “audit committee financial expert” as such term is defined in Item 407(d) of Regulation S-K.

The purpose of the Compensation Committee serves atis to carry out the pleasureoverall responsibility of the board of directors relating to the compensation of the Company’s board ofofficers and directors and is authorized to establish salaries, incentives and other forms of compensation for officers, directors and certain key employees and consultants, administer the Company’s various incentive compensation and benefitpolicies, plans and recommend policies relating to such plans.programs. The members of the Compensation Committee during the fiscal year ended December 31, 20152022 were Messrs. Whelan, Bell, Garrity, HerbetsMr. Millegan (Chair), Ms. Fritzsche and Bachman, a director of the Company until his retirement in June 2015. Mr. Garrity was a member of the Compensation Committee from January 2015 until June 2015. Mr. Herbets became a member of the Compensation Committee in June 2015. Mr. Whelan became a member of the Compensation Committee in June 2015.Weinstein. The board of directors has determined that each of Messrs. Bell, HerbetsMr. Millegan (Chair), Ms. Fritzsche and Whelan,Mr. Weinstein is currently independent for purposes of the applicable New York Stock Exchange rules.

The NominationsNominating and Corporate Governance Committee serves at the pleasure of the Company’s board of directors, and oversees the process for performance evaluations of each of the committees of the board of directors and is responsible for establishing criteria for the selection of directors, identifying qualified candidates, recommending the slate of nominees for election to the board and overseeing matters of general corporate governance, including evaluation of the performance and practices of the Company’s board of directors and review and recommended changes to our corporate governance guidelines.directors. It is also within the charter of the NominationsNominating and Corporate Governance Committee to review the Company’s management succession plans and executive resources. In addition, the Nominations and Governance Committee reviews possible candidates for the Company’s board of directors and recommends the nominees for directors to the board for approval as described in greater detail below. The members of the NominationsNominating and Corporate Governance Committee during the fiscal year ended December 31, 20152022 were Messrs. Bachman, until his retirement in June 2015, Bazaar Bell,(Chair), Millegan and Garrity. Mr. Bell became a member of the Nomination and Governance Committee in June 2015.Ms. Fritzsche. The board of directors has determined that each of Messrs. Bazaar, BellMillegan and GarrityMs. Fritzsche are currently independent for purposes of the applicable New York Stock Exchange rules.

In November 2015,The Strategy Oversight Committee assists management and the Company’s board of directors formed a new Strategy Planningin overseeing the development and Operating Committee. The Strategy Planning and Operating Committee, serves at the pleasureimplementation of the Company’s board of directorsoverall strategies, activities and was formed to assist the board of directors in fulfilling its responsibilitiesinitiatives relating to theresearch and development, product development and executionthe technology roadmaps of the Company’s shortproducts and long-term strategic plans,services and make related recommendations to the review, evaluation, and approval of potential strategic transactions.board. The initial members of the Strategy Planning and OperatingOversight Committee are Mr. Timothy Whelan, as the chairman,Messrs. Gibson (Chair), Millegan and Mr. Mitchell Herbets.Ms. Fritzsche.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires that our executive officers and directors, and persons who own more than 10% of a registered class of our equity securities, file reports of ownership and changes in ownership on Forms 3, 4 and 5 with the SEC and the NYSE. Executive officers, directors and greater than 10% stockholders are required by the SEC to furnish us with copies of all Forms 3, 4 and 5 that they file. Based solely on our review of copies of such reports, we believe that all Section 16(a) filing requirements applicable to our directors, officers and 10% stockholders were complied with during 2022.

Code of Business Conduct and Ethics

The Company’s board of directors has adopted a Code of Business Conduct and Ethics (the “Code”) that outlines the principles of legal and ethical business conduct under which the Company does business. The Code, which is applicable to all directors, employees and officers of the Company, is available at the Company’s website at www.wtcom.com.www.wirelesstelecomgroup.com. Any substantive amendment or waiver of the Code may be made only by the Company’s board of directors or a committee of the board of directors and will be promptly disclosed to the Company’s shareholders on its website. In addition, disclosure of any waiver of the Code will also be made by the filing of a Current Report on Form 8-K with the SEC in accordance with the requirements thereof.

Director Nominations

The NominationsNominating and Corporate Governance Committee is responsible for, among other things, the selection, or the recommendation to the Company’s board of directors for selection, of nominees for election as directors. The Company’s board of directors determines whether the NominationsNominating and Corporate Governance Committee shall make director nominations as a committee or make recommendations to the board of directors with respect to director nominations. In selecting candidates for appointment, election or re-election to the board of directors, the NominationsNominating and Corporate Governance Committee considers the following criteria:

Directors should have varied educational and professional experiences and backgrounds that, collectively, provide meaningful guidance and counsel to management. Diversity of background, including gender, race, ethnic or national origin, age, and experience in business, government, education, international experience and other areas relevant to the Company’s business are factors in the selection process. As a company, we are committed to creating and sustaining a culture of inclusion and fairness. In addition, the NominationsNominating and Corporate Governance Committee reviews the qualifications of the directors to be appointed to serve as members of the committees of the board, including the Audit Committee to ensure that they meet the financial literacy and sophistication requirements under New York Stock Exchange rules and that at least one of them qualifies as an “audit committee financial expert” under the rules of the SEC.

If the NominationsNominating and Corporate Governance Committee believes that the Company’s board of directors requires additional candidates for nomination, the Nominations and Governance Committee may engage, as appropriate, a third party search firm to assist in identifying qualified candidates and will consider recommendations from the Company’s directors and officers.

Shareholder Nominations of Directors

Shareholders may nominate persons for election to our board of directors at a meeting of shareholders in the manner provided in our By-laws, which include a requirement to comply with certain notice procedures. Nominations shall be made pursuant to written notice addressed to our principal executive

offices set forth on page 1 of this proxy statement, and for the Annual Meeting of Shareholders in 2017,2024, must be received not less than ninety (90) days nor more than one hundred twenty (120) days prior to the anniversary date of the 20162023 Annual Meeting of Shareholders, or no later than March 10, 2017May 27, 2024 and no earlier than February 9, 2017.April 26, 2024. The board of directors will consider candidates nominated by shareholders using the same procedures describe above for consideration of candidates identified by the board of directors.

Board Leadership Structure and Role in Risk Oversight

The board of directors oversees an enterprise-wide approach to risk management, designed to support the achievement of organizational objectives, including strategic objectives, to improve long-term organizational performance and enhance shareholder value. Risk management includes not only understanding company specific risks and the steps management implements to manage those risks, but also what level is acceptable and appropriate for the Company. Management is responsible for establishing our business strategy, identifying and assessing the related risks and implementing the appropriate level of risk for the Company. For example, theThe board of directors meets with management at least quarterly to review, advise and direct management with respect to strategic business risks, operational risks and financial risks, among others. The board of directors also delegates oversight to board committees to oversee selected elements of risk.

The Audit Committee oversees financial risk exposures, including monitoring the integrity of the Company’s financial statements, internal controlscontrol over financial reporting, and the independence of the Company’s Independent Registered Public Accounting Firm.independent registered public accounting firm. The Audit Committee receives periodic internal controls and related assessments from the Company’s finance department. The Audit Committee also assists the board of directors in fulfilling its oversight responsibility with respect to compliance matters and meets at least quarterly with our finance department and Independent Registered Public Accounting Firmindependent registered public accounting firm to discuss risks related to our financial reporting function. In addition, the Audit Committee ensures that the Company’s business is conducted with the highest standards of ethical conduct in compliance with applicable laws and regulations by monitoring our Code of Conduct and by directly monitoring the Company’s whistleblower hotline.

The Compensation Committee participates in the design of compensation structures that create incentives that encourage a level of risk-taking behavior consistent with the Company’s business strategy as is further described in the Executive Compensation section below. The Company believes its compensation policies and practices for all employees do not create risks that are reasonably likely to have a material adverse effect on the Company.

The NominationsNominating and Corporate Governance Committee oversees governance-related risks by working with management to establish corporate governance guidelines applicable to the Company, and making recommendations regarding director nominees, the determination of director independence, leadership structure and membership on the committees of the board of directors.

The Company separates the roles of CEO and Chairman of the board of directors in recognition of the differences between the two roles. Additionally, having an independent director serve as the Chairman of the board of directors is an important aspect of the Company’s corporate governance policies. All of the members of the board of directors are “independent” within the standards of the NYSE,New York Stock Exchange, except Mr. Genova,Whelan, our CEO. Our board of directors receives periodic presentations from our executive officers regarding our compliance with our corporate governance practices. While our board of directors maintains oversight responsibility, management is responsible for our day-to-day risk management processes. Our board of directors believes this division of responsibility is an effective approach for addressing the risks we face. The independent members of our board of directors, as defined by SEC rules and NYSENew York Stock Exchange listing standards, meet in executive sessions in conjunction with regularly scheduled quarterly board meetings. Mr. Alan BazaarScott Gibson presided over the executive sessions in 2015.

Certain Legal Proceedings2022.

None of our directors or executive officers, nor any associate of such individual, are parties in a material legal proceeding adverse to us or any of our subsidiaries nor do any such individuals have a material interest adverse to us or any of our subsidiaries.

Communications by Shareholders and Interested Parties with Directors

The Company encourages shareholder communications to the Company’s board of directors and/or individual directors. Shareholders and interested parties who wish to communicate with the Company’s board of directors or an individual director should send their communications to the director(s) care of Paul Genova,Timothy Whelan, Chief Executive Officer, Wireless Telecom Group, Inc., 25 Eastmans Road, Parsippany, New Jersey 07054; or Fax: (973) 386-9191. Communications regarding financial or accounting policies should be sent to the attention of the Chairman of the Audit Committee. All other communications should be sent to the attention of the Chairman of the NominationsNominating and Corporate Governance Committee. Mr. GenovaWhelan will maintain a log of such communications and will transmit as soon as practicable such communications to either the Chairman of the Audit Committee or the Chairman of the NominationsNominating and Corporate Governance Committee, as applicable, or to the identified individual director(s), although communications that are abusive, in bad taste or that present safety or security concerns may be handled differently, as determined by Mr. Genova.Whelan.

Director Attendance at Annual Meetings

The Company will make every effort to schedule its annual meeting of shareholders at a time and date to accommodate attendance by directors taking into account the directors’ schedules. All directors are encouraged to attend the Company’s annual meeting of shareholders. Other than Mr. Bachman whose directorship terminated as of the 2015 annual meeting, all of our directors who were then incumbent attended the Company’s 20152022 annual meeting of shareholders. All directors and director nominees are expected to attend the Meeting.

Vote Required and Recommendation of the Company’s Board of Directors

The terms of each of the Company’s incumbent directors will expire on the date of the Meeting. Accordingly, six persons are to be elected to serve as members of the Company’s board of directors at the Meeting. Management’s nominees for election by the Company’s shareholders to those six positions are Alan L. Bazaar, Don C. Bell III, Joseph Garrity, Paul Genova, Mitchell Herbets and Timothy Whelan. Please see “Director Nominees, Current Directors and Executive Officers of the Company” above for information concerning each of the nominees.

If a quorum is present at the Meeting, the six nominees for directorsdirector receiving the highest number of votes cast “FOR” will be elected as directors of the Company, each to serve until the next annual meeting of the Company’s shareholders ora one-year term and until their respective successors are elected and qualified.

The Company’sboard of directors unanimously recommends that you vote “FOR” the election of each of the nominees named above to the Company’s board of directors. PROXIES SOLICITED BY THE BOARD WILL BE VOTED “FOR” EACH NOMINEE UNLESS SHAREHOLDERS SPECIFY A CONTRARY VOTE.

AUDIT COMMITTEE REPORT

The Audit Committee is composed of independent directors, as defined in the listing standards of the New York Stock Exchange,NYSE American and the rules of the SEC, and operates under a written charter adopted by the board of directors. The current members of the Company’s Audit Committee are Joseph Garrity, Alan L. Bazaar, Allan D.L. Weinstein and Timothy Whelan.C. Scott Gibson.

The following is the report of the Audit Committee with respect to the Company’s audited financial statements for the fiscal year ended December 31, 2015.2022. The information contained in this report shall not be deemed to be soliciting material or to be filed with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the Company specifically incorporates it by reference in such filing.

In connection with the preparation and filing of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015:2022:

Based on the review and discussion referred to above, the Audit Committee recommended to the Company’s board of directors that the Company’s audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015, filed2022, for filing with the SEC.

Dated: April 28, 2016May 1, 2023

EXECUTIVE COMPENSATION

Overview

The goal of our named executive officer compensation program is the same as our goal for operating the Company—Company: to create long-term value for our shareholders. Toward this goal, we have designed and implemented our compensation programs for our named executive officers (Messrs. Genova, Censullo and Debold) to reward them for sustained financial and operating performance and leadership excellence, to align their interests with those of our shareholders and to encourage them to remain with the Company for long and productive careers. Most of our compensation elements simultaneously fulfill one or more of our performance, alignment and retention objectives. These elements consist of salary and bonuses, equity incentive compensation, retirement and other benefits. In deciding on the type and amount of compensation for each executive, we focus on both current pay and the opportunity for future compensation. We combine the compensation elements for each executive in a manner we believe optimizes the executive’s contribution to the Company. Our named executive officers for 2022 were Mr. Whelan, Mr. Kandell, Mr. Monopoli and Mr. Rodriquez.

Compensation Objectives

Performance.Our three executives who are identified in the Summary Compensation Table below (whom we refer to as our named executive officers) had a combined total of 34 years with our Company at the end of December 2015, during which they have held different positions and been in some cases promoted to increasing levels of responsibility. Key elements of compensation that depend on the named executive officer’s performance include:

Base salary and bonus are designed to reward annual achievements and be commensurate with the executive’s scope of responsibilities, demonstrated leadership abilities, and management experience and effectiveness. Our equity incentive compensation is focused on motivating and challenging each named executive officer to achieve superior, longer-term, sustained results.

Alignment.We seek to align the interests of the named executive officers with those of our investors by evaluating executive performance on the basis of key financial measurements which we believe closely correlate to long-term shareholder value, includingvalue. These may include revenue, operating profit, earnings per share, operating margins, return on total equity or total capital, cash flow from operating activities, and total shareholder return.return and adjusted earnings before interest, taxes, depreciation expense, amortization expense and other non-recurring expenses (“Adjusted EBITDA”). We believe that our equity incentive compensation awards align the interests of the named executive officers with the interests of our shareholders because we have structured the vesting of the awards to relate to achieving specific performance objectivesvest over time or based on achievement of key financial measurements and the total realized value of the awards correspondsare designed to correspond to stock price appreciation.

Retention.We attempt to retain our executives by using continued service as part of the vesting terms of our equity compensation awards.

Implementing Our Objectives

Determining Compensation. Our Compensation Committee relies upon its judgment in making compensation decisions, after reviewing the performance of the Company and carefully evaluating an executive’s performance during the year against predetermined established goals, relating to leadership qualities, operational performance, business responsibilities, career with the Company, current compensation arrangements and long-term potential to enhance shareholder value. Specific factors affecting compensation decisions for the named executive officers include:

We generally do not adhere to rigid formulas or react to short-term changes in business performance in determining the amount and mix of compensation elements. We consider competitive market compensation paid by other companies, but we do not attempt to maintain a certain target percentile within a peer group or otherwise rely on those data to determine executive compensation. We incorporate flexibility into our compensation programs and in the assessment process to respond to and adjust for the evolving business environment.

We strive to achieve an appropriate mix between equity incentive awards and cash payments in order to meet our objectives. Any apportionment goal is not applied rigidly and does not control our compensation decisions; we use it as another tool to assess an executive’s total pay opportunities and whether we have provided the appropriate incentives to accomplish our compensation objectives. Our mix of compensation elements is designed to reward recent results and motivate long-term performance through a combination of cash and equity incentive awards. We also seek to balance compensation elements that are based on financial, operational and strategic metrics, including elements intended to reflect the performance of our shares. We believe the most important indicator of whether our compensation objectives are being met is our ability to motivate our named executive officers to deliver superior performance and retain them to continue their careers with us on a cost-effective basis.

No Employment Agreements.With the exception of the Severance Agreements described in this proxy statement, our named executive officers do not have any additional employment, severance or change-of-control agreements. Our named executive officers serve at the will of the board of directors, which enables the Company to terminate their employment with discretion as to the terms of any severance arrangement. This is consistent with the Company’s performance-based employment and compensation philosophy. In addition, our policies on employment, severance and retirement arrangements help retain our

executives by subjecting to forfeiture significant elements of compensation that they have accrued over their careers at our company if they leave the Company prior to retirement.

Role of Compensation Committee and CEO.The Compensation Committee of our board has primary responsibility for overseeing the design, development and implementation of the compensation program for the CEO and the other named executive officers. The Compensation Committee evaluates the performance of the CEO and recommends to all independent directors the CEO compensation in light of the goals and objectives of the compensation program. The CEO and the Compensation Committee together assess the performance of the other named executive officers and the Compensation Committee determines their compensation, based on initial recommendations from the CEO. The other named executive officers do not play a role in their own compensation determination, other than discussing individual performance objectives with the CEO.

Role of Compensation Consultants. We did not use the services of any compensation consultant in matters affecting senior executive or director compensation in 20142022 or 2015.2021. However, we have engaged with compensation consultants in the past and either the Company or the Compensation Committee may engage or seek the advice of compensation consultants in the future.

Equity Grant Practices.The exercise price of each stock option awarded to our named executive officers under our current long-term equity incentive plan is at or above the closing price of our stock on the date of grant. Scheduling decisions are made without regard to anticipated earnings or other major announcements by the Company. We prohibit the re-pricing of stock options. Restricted stock awards for our named executive officers and our stock option awards typically provide for vesting based upon the Compensation Committee’sover a requisite service period or thewhen performance targets, pre-determined by our board of director’s determination of the Company’s achievement of certain financial milestones.are achieved. The vesting structure of our equity grants is intended to further our goal of executive retention by providing an incentive to our senior executives to remain in our employ during the vesting period.

Tax Deductibility of Compensation.Section 162(m) of the Internal Revenue Code of 1986, as amended, imposes a $1 million limit on the amount that a public company may deduct for compensation paid to the Company’s CEO or any of the Company’s four other most highly compensated executive officers who are employed as of the end of the year. This limitation does not apply to compensation that meets the requirements under Section 162(m) for “qualifying performance-based” compensation (i.e., compensation paid only if the individual’s performance meets pre-established objective goals based on performance criteria approved by shareholders).

Potential Impact on Compensation from Executive Misconduct. If the board determines that an executive officer has engaged in fraudulent or intentional misconduct, the board would take action to remedy the misconduct, prevent its recurrence, and impose such discipline on the wrongdoers as it deems appropriate and permissible in accordance with applicable law. Discipline would vary depending on the facts and circumstances, and may include, without limitation, (1) termination of employment, (2) initiating an action for breach of fiduciary duty, and (3) if the misconduct resulted in a significant restatement of the Company’s financial results, seeking reimbursement of any portion of performance-based or incentive compensation paid or awarded to the executive that is greater than would have been paid or awarded if calculated based on the restated financial results. These remedies would be in addition to, and not in lieu of, any actions imposed by law enforcement agencies, regulators or other authorities.

Measures Used to Achieve Compensation Objectives

Annual cash compensationCash Compensation

Base salary. Base salaries for our named executive officers depend on the scope of their responsibilities, their performance, and the period over which they have performed those responsibilities. Decisions regarding salary increases take into account the executive’s current salary and the amounts paid to the executive’s peers within and outside the Company. Base salaries are reviewed approximately every 12 months but are not automatically increased if the Compensation Committee believes that other elements of compensation are more appropriate in light of the Company’s stated objectives. This strategy is consistent with the Company’s primary intent of offering compensation that, in significant part, is contingent on the achievement of performance objectives.

Bonus.In April 2015, the Compensation Committee adopted an Officer Incentive Compensation Plan, or the Bonus Plan. The Bonus Plan is an incentive program designed to (i) attract, retain and motivate the executives required to manage the Company, (ii) promote the achievement of rigorous but realistic annual financial goals and (iii) encourage intensive fact-based business planning. The Compensation Committee is authorized to interpret the Bonus Plan, establish, amend or rescind any rules and regulations relating to the Bonus Plan and to make any other determinations that it deems necessary or desirable for the administration of the Plan.

Pursuant to the terms of the Bonus Plan, the Compensation Committee has the authority to select the Company’s employee’semployees that are eligible to participate in the Bonus Plan, who are referred to as participants. Each participant will be assigned a target award that is expressed (i) as a specified maximum bonus amount of cash, (ii) as a percentage of base salary as in effect on the first day of the applicable fiscal year or (iii) in such other manner as determined by the Compensation Committee. The Bonus Plan affords the Compensation Committee the full power and authority to establish the terms and conditions of any award and to waive any such terms or conditions at any time.

The payment of a target award is conditioned on the achievement of certain performance goals established by the Compensation Committee with respect to a participant. Bonuses paid under the Bonus Plan, if any, are based upon an annual performance period, corresponding to each fiscal year. For each performance period, participants are eligible to receive a potential bonus payment based on the participant’s and the Company’s achievement, respectively, of individual management objectives and corporate financial performance elements. Under certain circumstances, the Compensation Committee is authorized to adjust or modify the calculation of any performance goal set for a participant. Furthermore, the Compensation Committee determines the amount of the award for the applicable performance period for each participant. Under the terms of the Bonus Plan, the Compensation Committee also retains the right to reduce the amount of or totally eliminate an award to a participant if it determines that such a reduction or elimination is appropriate.

Awards under the Bonus Plan, if any, will be distributed in lump sum cash payments following the Compensation Committee’s determination of such award. All payments under the Bonus Plan are contingent on satisfactory service through the last date of any applicable performance period, except as described in the Bonus Plan in the event of termination due to death, disability or retirement.

Prior to the adoption of the Bonus Plan, the CEO reviewed with the Compensation Committee the Company’s estimated full-year financial results against the financial, strategic and operational goals established for the year, and the Company’s financial performance in prior periods. After reviewing the final full year results, the Compensation Committee and the board of directors approved total bonuses that were awarded from the maximum fund available based on the achievement of previously agreed to management objectives and final full-year financial performance. If applicable, bonuses were paid in the months of March or April following our December 31 fiscal year end.

The base salaries paid, and the annual bonuses awarded, to the named executive officers in 20152022 and 20142021 are shownshow in the Summary Compensation Table below and are discussed in the footnotes and the section entitled “Compensation for the Named Executive Officers in 2015 and 2014” following the Summary Compensation Table.footnotes.

Equity Awards

The Company’s equity incentive compensation program is designed to recognize scope of responsibilities, reward demonstrated performance and leadership, motivate future superior performance, align the interests of the executive with our shareholders’ and retain the executives through the term of the awards. We consider the grant size and the appropriate combination of stock options or restricted stock when making award decisions. Equity-based awards are made pursuant to the Company’s equity incentive plans.plan. Our current equity-based employee compensation plan, the 20122021 Long-Term Incentive Compensation Plan, which we refer to as the 20122021 Plan, was initially ratifiedapproved by our shareholders in June 2012, and subsequently amended by the Company and ratified and approved by our shareholders in 2014 to provide for additional shares of Common Stock for future grants under the plan.2021. We regard the 20122021 Plan as a key retention tool. Retention serves as a very important factor in our determination of the type of award to grant and the number of underlying shares that are granted in connection with an award.

The Compensation Committee considers cost to the Company in determining the form of award and, as a result, typically grants stock options and restricted shares. In determining the size of an option or restricted stock grant to a named executive officer, both upon initial hire and on an ongoing basis, our Compensation Committee considers competitive market factors, the size of the equity incentive plan pool, cost to the Company, the level of equity held by other officers and individual contribution to corporate performance. Although there is no set target ownership level for options or stock, the Compensation Committee recognizes that the equity based component ensures additional focus by the named executive officers on stock price performance and enhances executive retention. The exercise price of stock options is typically tied to the fair market value of our Common Stock on the date of grant, but could be set at a higher price if deemed appropriate, and such options typically vest either when performance targets, pre-determined by our board,Compensation Committee, are achieved.achieved, or over a requisite service period.

There is no set formula for the granting of awards to individual executives or employees. The number of options and shares of restricted stock awarded may vary up or down from year-to-year.

Equity incentive compensation is based upon the strategic, operational and financial performance of the Company overall and reflects the executives’ expected contributions to the Company’s future success. Existing ownership levels are not a factor in award determination, as we do not want to discourage executives from holding significant amounts of our stock.

No equity compensation was awardedOn January 6, 2022, the Compensation Committee approved the grant of restricted common stock awards to any of our named executive officers Tim Whelan, Mike Kandell, Dan Monopoli and Alfred Rodriguez of 125,000, 75,000, 50,000 and 50,000 shares respectively. The awards vest equally over two years. If a named executive officer’s service with the Company terminates before the restricted awards are fully vested, then the unvested shares are forfeited and immediately returned to the Company. The grant date value per share was $2.11.

Employment Agreement with CEO

In connection with our retention of Timothy Whelan as Chief Executive Officer on June 30, 2016, the Company entered into an Employment Agreement with Mr. Whelan. The Employment Agreement had a term of one year with automatic renewals for successive one-year periods, unless either the Company or Mr. Whelan gives notice that such party elected not to extend the term. Under the Employment Agreement, Mr. Whelan was originally entitled to an initial base salary of $275,000 per annum for his services as Chief Executive Officer, which is to be reviewed annually and may be adjusted by the Compensation Committee or the Board in 2015their sole discretion. On June 5, 2017, the Compensation Committee recommended, and 2014. However,the Board approved, an extension of Mr. Whelan’s Employment Agreement for an additional four year term at a base annual salary of $325,000 and Mr. Whelan is eligible to receive an annual cash incentive award as determined by the Compensation Committee.

Under the Employment Agreement, Mr. Whelan is entitled to at least four weeks of paid vacation per annum and general expense reimbursement for business and travel related expenses incurred in 2014 managementthe performance of his duties. The Agreement provides that Mr. Whelan also is entitled to participate in such health, group insurance, welfare, pension, and other employee benefit plans, programs and arrangements as are made generally available from time to time to senior executives of the Company.

If Mr. Whelan’s employment is terminated by the Company without cause, upon a change of control or by Mr. Whelan for good reason (as such terms are defined in the Employment Agreement), in each case, subject to Mr. Whelan’s compliance with certain conditions, the Employment Agreement provided that Mr. Whelan is entitled to: (i) severance in an amount equal to the sum of one year of his salary as in effect immediately prior to the date of termination, which is payable in equal installments over a period of one-year, (ii) the cash amount Mr. Whelan has earned as of the date of termination as determined by the Compensation Committee in good faith, taking into account Mr. Whelan’s annual cash incentive award opportunity for the applicable year (the “Cash Bonus”), (iii) extension of the post-termination exercise period for all outstanding stock options of the Company’s common stock held by Mr. Whelan as of the date of his termination to the earlier of (a) the first anniversary of the date of termination, and (b) the date of expiration of the respective option, during which post-termination period such options shall continue to vest in accordance with their respective terms (to the extent not already fully vested) (the “Option Termination Benefits”), and (iv) his accrued salary and benefits as of the date of termination.

In the event that vestingMr. Whelan’s employment terminates due to his death or disability, he and/or his estate or beneficiaries (as the case may be) shall be entitled to (a) a single sum cash amount, payable on the 60^th day following the date of equity compensation awardedtermination, in 2013 was probablean amount equal to the Cash Bonus, (b) the Option Termination Benefits and (c) his accrued salary and benefits as of being achieved.the date of termination.

If Mr. Whelan’s employment is terminated by the Company for cause, by Mr. Whelan without good reason or upon expiration of the term of the Employment Agreement, he is entitled only to his accrued salary and benefits as of the date of termination.

On January 6, 2022, the Compensation Committee approved certain amendments to that certain Employment Agreement between the Company and Mr. Whelan. The Compensation Committee extended the term of the Employment Agreement through December 31, 2023 and increased Mr. Whelan’s bonus target from $200,000 in 2021 to $250,000 for 2022 and future years.

The Employment Agreement amendment increased Mr. Whelan’s severance benefits from twelve (12) months to fifteen (15) months and provided for a fixed, rather than discretionary severance bonus. As a result, if Mr. Whelan’s employment is terminated by the grant date fair valueCompany without cause, upon a change of control or by Mr. Whelan for good reason (as such equity compensation is includedterms are defined in the Summary Compensation Table belowEmployment Agreement), in 2014. Seeeach case, subject to Mr. Whelan’s compliance with certain conditions, the footnotesEmployment Agreement amendment provides that Mr. Whelan is entitled to: (i) severance in an amount equal to the Summarysum of fifteen (15) months of his salary as in effect immediately prior to the date of termination, which is payable in equal installments over a period of fifteen (15) months, and (ii) cash in an amount equal to Mr. Whelan’s annual cash incentive award opportunity for the applicable year, among other things set forth in the Employment Agreement.

Employment Arrangements with Other Named Executive Officers

Amendment of Kandell Employment Arrangement and Termination Agreement

On January 6, 2022, the Compensation TableCommittee also approved certain amendments to the terms of its employment arrangement and termination agreement with Michael Kandell, the Company’s Chief Financial Officer. The Compensation Committee increased Mr. Kandell’s base salary from $242,500 in 2021 to $260,000 for 2022 and also increased Mr. Kandell’s bonus target from $100,000 in 2021 to $150,000 for 2022 and future years. The Compensation Committee also granted Mr. Kandell 75,000 shares of restricted stock which vest annually over two years under the Company’s 2021 Long-Term Incentive Plan.

The employment arrangement amendment increased Mr. Kandell’s severance benefits from nine (9) months to twelve (12) months and provided for a fixed, rather than discretionary severance bonus. As a result, if Mr. Kandell’s employment is terminated by the Company for a reason other than death, Disability or Cause, or should Mr. Kandell resign for Good Reason (as defined in the 2021 Plan), then, subject to signing and not revoking a general release in a form acceptable to the Company, Mr. Kandell will be paid: (i) severance in an amount equal to the sum of twelve (12) months of his salary as in effect immediately prior to the date of termination, which is payable in equal installments over a period of twelve (12) months, and (ii) cash in an amount equal to Mr. Kandell’s annual cash incentive award opportunity for the applicable year, among other benefits under the employment arrangement.

Under the employment arrangement amendment, Mr. Kandell is entitled to participate in such health, group insurance, welfare, pension, and other employee benefit plans, programs and arrangements as are made generally available from time to time to senior executives of the Company during the term of his severance period.

Amendment of Monopoli Employment Arrangement and Termination Agreement

On January 6, 2022, the Compensation Committee also approved certain amendments to the terms of its employment arrangement and termination agreement with Daniel Monopoli. In connection with the previously disclosed sale of the Company’s Microlab business and the section entitled “Compensationresulting reorganization of the Company around two operating segments, Test & Measurement (“T&M”) and Radio, Baseband, Software (“RBS”), Mr. Monopoli’s role changed from the Company’s Chief Technology Officer to Senior Vice President, General Manager of the T&M segment. The Compensation Committee increased Mr. Monopoli’s base salary from $235,000 in 2021 to $260,000 for 2022 and also increased Mr. Monopoli’s bonus target from $100,000 in 2021 to $150,000 for 2022 and future years. The Compensation Committee also granted Mr. Monopoli 50,000 shares of restricted stock which vest annually over two years under the 2021 Plan.

The employment arrangement amendment increased Mr. Monopoli’s severance benefits from six (6) months to nine (9) months and provided for a fixed, rather than discretionary severance bonus. As a result, if Mr. Monopoli’s employment is terminated by the Company for a reason other than death, Disability or Cause, or should Mr. Monopoli resign for Good Reason (as defined in the 2021 Plan), then, subject to signing and not revoking a general release in a form acceptable to the Company, Mr. Monopoli will be paid: (i) severance in an amount equal to the sum of nine (9) months of his salary as in effect immediately prior to the date of termination, which is payable in equal installments over a period of nine (9) months, and (ii) cash in an amount equal to Mr. Monopoli’s annual cash incentive award opportunity for the Named Executive Officersapplicable year, among other benefits under the employment arrangement.

Under the employment arrangement amendment, Mr. Monopoli is entitled to participate in 2015such health, group insurance, welfare, pension, and 2014” followingother employee benefit plans, programs and arrangements as are made generally available from time to time to senior executives of the Company during the term of his severance period.

Amendment of Rodriguez Employment Arrangement and Termination Agreement

On January 6, 2022, the Compensation Committee also approved certain amendments to the terms of its employment arrangement and termination agreement with Alfred Rodriguez. In connection with the previously disclosed sale of the Company’s Microlab business and the resulting reorganization of the Company around two operating segments, Test & Measurement (“T&M”) and Radio, Baseband, Software (“RBS”), Mr. Rodriguez’s role changed from the Company’s Chief Revenue Officer to Senior Vice President, General Manager of the RBS segment. The Compensation Committee established Mr. Rodriguez’s bonus target at $150,000 for 2022 and future years. Prior to 2022 Mr. Rodriguez participated in the Company’s commission plan. The Compensation Committee also granted Mr. Rodriquez 50,000 shares of restricted stock which vest annually over two years under the 2021 Plan.

The employment arrangement amendment increased Mr. Rodriguez’s severance benefits from six (6) months to nine (9) months and provided for a fixed, rather than discretionary severance bonus. As a result, if Mr. Rodriguez’s employment is terminated by the Company for a reason other than death, Disability or Cause, or should Mr. Rodriguez resign for Good Reason (as defined in the 2021 Plan), then, subject to signing and not revoking a general release in a form acceptable to the Company, Mr. Rodriguez will be paid: (i) severance in an amount equal to the sum of nine (9) months of his salary as in effect immediately prior to the date of termination, which is payable in equal installments over a period of nine (9) months, and (ii) cash in an amount equal to Mr. Rodriguez’s annual cash incentive award opportunity for the applicable year, among other benefits under the employment arrangement. The Company entered into a separation agreement with Mr. Rodriguez on March 20, 2023, and he left the Company effective April 1, 2023.

Under the employment arrangement amendment, Mr. Rodriguez was entitled to participate in such health, group insurance, welfare, pension, and other employee benefit plans, programs and arrangements as are made generally available from time to time to senior executives of the Company during the term of his severance period.

Summary Compensation Table for further discussion regarding such equity compensation grants.

Other Compensation

The amounts set forth in the summary compensation table below under the caption “Other Compensation” with respect to an applicable named executive officer includes the total estimated value of the premium paid on group term life insurance2022 and accidental death and dismemberment insurance, the matching contribution of the Wireless Telecom Group, Inc. 401(k) Profit Sharing Plan and the total estimated use of Company automobiles.

Summary Compensation Table for 2015 and 20142021

The following summary compensation table sets forth the total compensation paid or accrued for the fiscal years ended December 31, 20152022 and 20142021 to our CEO and our other most highly compensated executive officers who were serving as executive officers on December 31, 2015. We refer to these officers as our “named executive officers.officers,” as that term is defined in Item 402(m) of Regulation S-K.

Compensation for the Named Executive Officers in 2015 and 2014

The total compensation paid to the Company’s named executive officersDescription of Bonus Award Opportunities for the year ended December 31, 2015 was significantly reduced from the compensation paid to such officers with respect to the year ended December 31, 2014. Specifically, the total 2015 compensation paid to Messrs. Genova, Censullo2022 and Debold was reduced by 64%, 41% and 55%, respectively, as compared to their 2014 total compensation. These reductions resulted primarily from the Company’s failure to meet various financial targets established by the Compensation Committee for the years ended December 31, 2015. Set forth are details regarding the primary elements of the named executive officer’s total 2015 and 2014 compensation: base salary, bonus and equity compensation.

Base salaries.2021

The Compensation Committee increased the 2015 base salaries for Messrs. Genova, Debold and Censullo by 5.8%, 6.8% and 3.3%, respectively, over their 2014 salary levels. In determining the 2015 base salaries for each of the named executive officers for 2015, the Compensation Committee considered various factors, including the named executive officer’s 2014 performance against his management objectives, the Company’s 2014 financial performance, and historical peer group compensation data for various offices, as well as Company’s financial performance targets set forth in its 2015 budget.

Bonus.

In early 2015, the Compensation Committee determineddetermines management objectives, or MBOs, for each named executive officerof Messrs. Whelan, Kandell and Monopoli and year-end financial performance targets for the Company in accordance with the Bonus Plan. Following the completion of the fiscal year ended December 31, 2015,2022 and 2021, the Compensation Committee reviewed the 2015 performance of each of thethose named executive officers and the Company, in relation to the various MBOs and financial performance targets.targets for each fiscal year. A component of each named executive’s bonus performance target reflected achievement of the individual MBOs, generally subject to achievement of minimum financial performance targets, and a portion was tied to the Company’s achievement of the financial performance targets.

The MBO bonus component, which represented 30% of each named executive officer’s 2015 target bonus amount, was based on the Compensation Committee’s quantitative assessment of the named executive officer’s achievement of specific, agreed to, MBO elements as established pursuant to the Bonus Plan. Furthermore, for purposes of the 2015 bonus targets under the Bonus Plan, the Compensation Committee determined that most of the MBO bonus component would not be achievable if the Company did not achieve minimum financial performance thresholds, notwithstanding the level of achievement reached on the various MBOs.

The financial performance bonus component of the 2015 bonus targets, which represented 70% of each named executive officer’s 2015 target bonus amount, was based on the Company’s achievement of revenue,an Adjusted EBITDA and segment sales targetstarget established by the Compensation Committee with input from management.

Upon review following each of the fiscal year ended December 31, 2015,2022 and 2021, the Compensation Committee determined that the named executive officersbonuses would not be awarded the financial performance component of the target 2015 bonus because the Company’s revenue, EBITDA and segment sales for 2015 declined compared to 2014 and the Company’s 2015 EBITDA did not reach the minimum percentage of the target amount that was established by the Compensation Committee.

Although the financial performance bonus component of the 2015 bonus target was not awarded to the named executive officers as a result of the Company’s failure to reach the 2015 financial performance, the Compensation Committee awarded small 2015 bonuses based upon the named executive officer’s achievement of a substantial percentage of their MBOs. Specifically, the Compensation Committee determined that (i) the named executive officers had addressed and advanced 90% of the 2015 MBOs and

attained 50%-75% achievement levels with respect to most of their MBOs. The Compensation Committee also noted the importance of retaining and incentivizing the named executive officers as the Company faces more challenges in 2016, amidst an overall downturn in the telecommunications market.

For the fiscal year ended December 31, 2015, Mr. Genova received bonus compensation of $30,000, as compared to a bonus of $168,700 for the fiscal year ended December 31, 2014. In determining Mr. Genova’s bonus compensation for 2015, the Compensation Committee considered Mr. Genova’s achievement of his 2015 MBO’s, including his leadership in establishing a strategic plan with DAS development, improving laboratory production, and establishing an EMEA distribution center.

For the fiscal year ended December 31, 2015, Mr. Debold received bonus compensation of $24,300, as compared to a bonus of $132,700 for the fiscal year ended December 31, 2014. Mr. Debold’s compensation for the 2015 fiscal year was based on his achievement of his 2015 MBOs, including his work in expanding the Company’s EMEA sales capability, improving the Company’s test and measurement segment performance through the recruitment of a dedicated product manager, and formulating and conducting a survey of the Company’s various customers, which provided valuable feedback on the Company’s productsfinancial performance. Mr. Whelan, Mr. Kandell, and services.Mr. Monopoli earned $160,000, $115,000 and $90,000, respectively, under the Company’s Bonus Plan for fiscal 2022. Mr. Whelan, Mr. Kandell, and Mr. Monopoli earned $100,000, $50,000 and $50,000, respectively, under the Company’s Bonus Plan for fiscal 2021.

For the fiscal year ended December 31, 2015, Mr. Censullo received bonus compensation of $14,300, as compared to a bonus of $77,900 for the fiscal year ended December 31, 2014. In determining Mr. Censullo’s bonus compensation for 2015, the Compensation Committee considered his performance against his 2015 MBO’s, including his efforts in improving the Company’s test and measurement inventory turnover and accounts receivable turnover, and decreasing the Company’s accounts payable turnover.

During the fiscal year ended December 31, 2014, each of the named executive officers met most of his respective MBO’s and the Company met a substantial percentage of its financial performance targets.

Equity Awards.

None of our named executive officers received equity compensation in 2015 or 2014.

However, all three of our named executive officers received grants of restricted stock awards and stock options in 2013. Messrs. Genova, Debold and Censullo were granted 42,000, 26,000 and 11,000 shares of restricted common stock, respectively, on August 19, 2013. Additionally, in 2013, Messrs. Genova, Debold and Censullo were granted options to purchase 400,000, 250,000 and 100,000 shares of our common stock, respectively, at an exercise price of $1.77 per share.

During 2014, management determined the performance targets related to the restricted stock and stock option awards granted to all three of our named executive officers in 2013 were probable of being achieved in accordance with FASB ASC Topic 718. As a result, in accordance with applicable rules, the grant date fair value of such equity compensation is included in the Summary Compensation Table above for fiscal year 2014, notwithstanding the fact that such awards have not yet vested.

These restricted shares and options only vest upon the earlier to occur of: (a) the date on which our board of directors determines that certain financial performance targets have been achieved; or (b) the date on which a “Change of Control” (as defined in the Restricted Stock Agreements dated August 19, 2013) of the Company is consummated. We believe that this performance vesting schedule aids the Company in motivating and retaining our named executive officers, and provides shareholder value.

Outstanding Equity Awards at Fiscal Year-End 20152022

Option Exercises for 20152022

None of the named executive officers exercised stock options during 2015.2022.

Potential PaymentPayments upon Termination

Except as setSet forth below is a description of the Company currently does not have any employment contracts orand other similar agreements orand arrangements which provide for payment upon termination with any of itsthe Company’s named executive officers.

Genova SeveranceWhelan Employment Agreement. TheAs described above (“Employment Agreement with CEO”), the Company and Paul Genova,has an employment agreement with Timothy Whelan, the Company’s CEO, executedCEO. That Employment Agreement provides for certain payments in the Genova Severance Agreement on December 10, 2012. The agreement withevent of Mr. Genova provides thatWhelan’s termination by the Company without cause or by Mr. Whelan for “good reason”. Specifically, if Mr. Genova’sWhelan’s employment is terminated by the Company “without cause”without cause, upon a change of control or ifby Mr. Genova terminates his employmentWhelan for “goodgood reason” then he will be (as such terms are defined in the Employment Agreement), in each case, subject to Mr. Whelan’s compliance with certain conditions, the Employment Agreement provides that Mr. Whelan is entitled to receiveto: (i) a lump-sum cash paymentseverance in an amount equal to 100%the sum of fifteen months of his annual base compensation thensalary as in effect plusimmediately prior to the date of termination, which is payable in equal installments over a period of fifteen months, (ii) cash in an amount inequal to Mr. Whelan’s annual cash incentive award opportunity for the good faith determinationapplicable year , (iii) extension of the boardpost-termination exercise period for all outstanding stock options of directors, he earnedthe Company’s common stock held by Mr. Whelan as of the date of his termination to the earlier of (a) the first anniversary of the date of termination, and (b) the date of expiration of the respective option, during which post-termination period such options shall continue to vest in accordance with their respective terms (to the extent not already fully vested), and (iv) his accrued salary and benefits as of the date of termination.

Kandell Termination Agreement. As described above, under the terms of Mr. Kandell’s offer of employment dated December 1, 2016 and subsequently amended on January 31, 2022, should Mr. Kandell’s employment be terminated by the Company for a reason other than death, Disability or Cause, or should Mr. Kandell resign for Good Reason (as defined in the 2021 Plan), then, subject to signing and not revoking a general release in a form acceptable to the Company, Mr. Kandell will be paid: (i) severance in an amount equal to the sum of twelve months of Mr. Kandell’s salary as in effect immediately prior to the date of termination, which is payable in equal installments over a period of twelve months; (ii) cash in an amount equal to 100% of Mr. Kandell’s annual bonus component ofcash incentive award opportunity for the applicable year; and (iii) at the Company’s officer bonus incentive plan in effect at that time, and (ii) theelection either continuation of all benefits, to the extent permissible under the applicable benefits programs,employee benefit plans in which he participatesMr. Kandell is a participant, for the 12 months after the termination date, or a periodlump sum payment, in lieu of twelve months following his termination. If Mr. Genova obtains subsequent employment during such twelve-month period and if he receivesthe continuation of some or all benefits, through such subsequent employment,in an amount determined by the Company may terminate his continuing benefits. TheBoard in its discretion.

Monopoli Termination Agreement. As described above, under the terms of this agreement are valid through December 9, 2022.

Debold Severance Agreement. The CompanyMr. Monopoli’s offer of employment dated June 15, 2017 and Joseph Debold, the Company’s Vice President of Global Sales and Marketing, executed the Debold Severance Agreementsubsequently amended on December 10, 2012. The agreement withJanuary 31, 2022, should Mr. Debold provides that if Mr. Debold’sMonopoli’s employment isbe terminated by the Company “without cause”for a reason other than death, Disability or ifCause, or should Mr. Debold terminates his employmentMonopoli resign for “good reason,” in each case within eighteen (18) months of a Change in ControlGood Reason (as such term is currently defined in the 20122021 Plan), then, hesubject to signing and not revoking a general release in a form acceptable to the Company, Mr. Monopoli will be entitledpaid: (i) severance in an amount equal to receive (i)the sum of nine months of Mr. Monopoli’s salary as in effect immediately prior to the date of termination, which is payable in equal installments over a lump-sumperiod of nine months; (ii) cash paymentin an amount equal to 75% of hisMr. Monopoli’s annual base compensation then in effect, pluscash incentive award opportunity for the amount, in the good faith determination of the board of directors, he earned as of the date of his termination under the annual bonus component ofapplicable year and (iii) at the Company’s officer bonus incentive plan in effect at that time, and (ii) theelection either continuation of all benefits, to the extent permissible under the applicable benefits programs,employee benefit plans in which he participatesMr. Monopoli is a participant, for the 9 months after the termination date, or a lump sum payment, in lieu of the continuation of some or all benefits, in an amount determined by the Board in its discretion.

Rodriguez Termination Agreement. As described above, under the terms of Mr. Rodriguez’s offer of employment dated July 15, 2020 and subsequently amended on January 31, 2022, should Mr. Rodriquez’s employment be terminated by the Company for a reason other than death, Disability or Cause, or should Mr. Rodriquez resign for Good Reason (as defined in the 2021 Plan), then, subject to signing and not revoking a general release in a form acceptable to the Company, Mr. Rodriquez will be paid: (i) severance in an amount equal to the sum of nine months of Mr. Rodriquez’s salary as in effect immediately prior to the date of termination, which is payable in equal installments over a period of nine months following his termination. Ifmonths; (ii) cash in an amount equal to 75% of Mr. Debold obtains subsequent employment during such nine-month periodRodriquez’s annual cash incentive award opportunity for the applicable year and if he receives benefits through such subsequent employment, the Company may terminate his continuing benefits. The terms of this agreement are valid through December 9, 2022.

Censullo Severance Agreement. The Company and Robert Censullo,(iii) at the Company’s CFO, executed the Censullo Severance Agreement on June 14, 2013. The agreement with Mr. Censullo provides that if Mr. Censullo’s employment is terminated by the Company “without cause” or if Mr. Censullo terminates his employment for “good reason,” in each case within eighteen (18) months of a Change in Control (as such term is currently defined in the 2012 Plan), then he will be entitled to receive (i) a lump-sum cash payment equal to 50% of his annual base compensation then in effect, plus the amount, in the good faith determination of the board of directors, he earned as of the date of his termination under the annual bonus component of the Company’s officer bonus incentive plan in effect at that time, and (ii) theelection either continuation of all benefits, to the extent permissible under the applicable benefits programs,employee benefit plans in which Mr. Monopoli is a participant, for the 9 months after the termination date, or a lump sum payment, in lieu of the continuation of some or all benefits, in an amount determined by the Board in its discretion. The Company entered into a separation agreement with Mr. Rodriguez on March 20, 2023, and he participates for a period of six months following his termination. If Mr. Censullo obtains subsequent employment during such six-month period and if he receives benefits through such subsequent employment,left the Company may terminate his continuing benefits. The terms of this agreement are valid through June 13,effective April 1, 2023.

Change of Control. As discussed above under the caption “Equity Awards” eachEach of our named executive officers havehas been awarded stock option grants and restricted stock awards that have vested or that will vest and will become immediately exercisable upon achievement of certain financial metrics or the date on which a “Change-of-Control”change of control of the Company occurs.

Director Compensation for 20152022

AllNon-employee directors of the Company receive cash and equity compensation. For 2022, each non-employee directors receivedirector received 25,000 restricted stock units. Each restricted stock unit represents the Company’s obligation to issue one share of the Company’s common stock and vests on the day before the first anniversary of the grant date or, if earlier, the effective date of a separation of service due to death or disability. Once vested, each restricted stock unit will be settled by delivery of shares to the board member no later than 30 days following: 1) the third anniversary of the grant date, 2) separation from service following, or coincident with, a vesting date, or 3) a change in control.

In addition to the equity compensation set forth above, the board received cash compensation. Specifically, each non-employee director received an annual cash retainer of $32,000. Additionally, a non-employee director serving as a member of a committee received an annual retainer of $20,000. The Chairman receives an additional annual retainer of $5,000 and the chairperson of each committee also receives an additional annual retainer for serving as chair as follows: Audit - $5,000; CompensationCommittee - $4,000; Nominations and Governance - $3,000; and Strategic Planning and OperatingCompensation Committee - $60,000. Each director also receives an additional annual retainer for serving as a committee member$4,000; Nominating and Corporate Governance Committee - $2,500; and Strategy Oversight Committee - $2,500. Committee chairs received cash compensation as follows: Audit Committee - $2,000;$7,500; Compensation Committee - $2,000; Nominations$7,500; Nominating and Corporate Governance Committee - $1,000;$5,000; and Strategy Planning and OperatingOversight Committee - $10,000. $5,000. The Chairman of the Board received $10,000 annual cash compensation for his service as Chairman. Also in fiscal year 2022, each independent director received a one-time special fee in the amount of $5,000 related to special meetings in connection with our strategic initiatives.

The following summary compensation table sets forth the total compensation paid or accrued for the fiscal year ended December 31, 20152022 to our non-employee directors.

Our current non-employee directors⁽¹⁾ held the following unexercised options at fiscal year-end 2015:

Security ownershipOwnership of Certain Beneficial Owners and Management

The following table sets forth certain information regarding the Company’s Common Stock owned as of April 25, 20162023 by (i) each person who is known by the Company to beneficially own more than 5% of its outstanding shares of Common Stock, (ii) each director and director nominee and each of the Company’s current named executive officers, and (iii) all executive officers and directors as a group without naming them. Beneficial ownership is determined in accordance with the rules of the SEC. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of Common Stock subject to options, restricted stock awards or warrantsrestricted stock units held by that person that are currently exercisable or vested or will become exercisable or otherwise vest within 60 days after April 25, 2016,2022, are deemed outstanding;outstanding and included in both the numerator and the denominator of the calculation of percentage ownership; however, such shares are not deemed outstanding for purposes of computing the ownership percentage of any other person. Unless otherwise indicated in the footnotes below, the persons and entities named in the table have sole voting and investment power with respect to all shares beneficially owned, subject to community property laws where applicable.

401(K) Profit Sharing PlanPay Versus Performance

The Company’s 401(k) Profit Sharing Plan (the “PSP”) is qualified under Sections 401(a) and 401(k) of the Internal Revenue Code of 1986, as amended. The effective date of the PSP is January 1, 1991. The PSP is administered under a Trust of which Prudential Bank & Trust, FSB, is the Trustee. All employees of the Company, who are 18 years or older, including its executive officers, are eligible to participate in the PSP after six months of employment with the Company.

Under the PSP, participating employees have the right to elect that their contributions to this plan be made from reductions from their compensation paid to them by the Company, up to 100% of their compensation per annum not to exceed $18,000 for 2015, per the IRS index and in compliance with GUST-EGTRRA. Additionally, effective July 1, 2002, the PSP allowed certain eligible participants to make additional pre-tax contributions to the plan up to $6,000 in 2015, if they meet the following requirements: They must be eligible to participate in the PSP’s 401(k) arrangement, they must be at least age 50 or older or will attain age 50 in 2015.

All participating employees have the right to receive 100% of their own contributions to the PSP upon any termination of employment. Apart from the Company’s and employees’ contributions, they may receive investment earnings relating to the funds in their account under the PSP.

Benefits under the PSP are payable to eligible employees in a single lump sum or in installments upon termination of their employment, although in-service withdrawals are permitted under certain circumstances. If more than 60% of its contributions are allocated to key employees, the Company will be compelled to contribute 3% of their annual compensation to each participating non-key employee’s account for that year. If the Company terminates the PSP, participating employees are entitled to 100% of the Company’s contributions credited to their accounts. Company contributions to the PSP for Fiscal 2015 and Fiscal 2014 aggregated approximately $425,000 and $428,000, respectively.

Certain Relationships and Related Transactions

In accordance with the terms of the charter of our Audit Committee, the Audit Committee must review and approve the terms and conditions of all related party transactions.transactions as specified in Item 404 of Regulation S-K promulgated by the SEC.

We have not entered into any transactions with any related parties sinceover the start of Fiscal 2015last two fiscal years that require disclosure under Item 404(d) of Regulation S-K promulgated by the SEC, ifS-K. If we were to do so in the future, any such transaction would need to be approved by the Audit Committee. There are no family relationships among any of the Company’s directors or executive officers.

PROPOSAL 2

RATIFICATION OF APPOINTMENT OF

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Relationship with Independent Public Accountants

PKF O’Connor Davies, LLP (“PKF”) has been the Company’s independent auditors since October 19, 2006, and the board of directors desires to continue to engage the services of this firm for the fiscal year ending December 31, 2016. Accordingly, the board of directors, upon the recommendation of the Audit Committee, has reappointed PKF to audit the financial statements of the Company and its subsidiaries for the fiscal year 2016 and to report on these financial statements. Although the selection and appointment of independent auditors is not required to be submitted to a vote of shareholders, the board of directors deems it desirable to obtain the shareholders’ ratification and approval of this appointment as a matter of good corporate practice. If the shareholders fail to ratify the selection, the Audit Committee will reconsider whether or not to retain that firm. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and its shareholders. Representatives of PKF are expected to be present at the Meeting and will have the opportunity to make statements if they so desire and to respond to appropriate questions from the Company’s shareholders.

Fees Paid to Principal Accountants

Audit Fees

The aggregate fees billed for professional services and paid for the annual audit and for the review of the Company’s financial statements included in the Company’s Annual Report on Form 10-K for each of the fiscal years ended December 31, 2015 and 2014, and the Company’s Quarterly Reports Form 10-Q for each of the quarters for the fiscal years ended December 31, 2015 and 2014, were approximately $159,000 and $148,000, respectively.

Audit-Related Fees

The aggregate audit-related fees billed during the fiscal years ended December 31, 2015 and 2014 for professional services rendered for the audit of the Company’s 401(k) Plan and consultation in connection with accounting related matters were approximately $23,000 and $36,300, respectively.

Tax Fees

The aggregate tax fees billed for all respective services for the fiscal years ended December 31, 2015 and 2014, were approximately $38,000 and $40,900, respectively.

All Other Fees

There were no fees billed for all other non-audit services for the fiscal years ended December 31, 2015 and 2014.

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors

The Audit Committee will pre-approve all auditing services and the terms thereof (which may include providing comfort letters in connection with securities underwriting) and non-audit services (other than non-audit services prohibited under Section 10A(g) of the Exchange Act or the applicable rules of the SEC or the Public Company Accounting Oversight Board) to be provided to us by the independent auditor; provided,

however, the pre-approval requirement is waived with respect to the provisions of non-audit services for us if the “de minimus” provisions of Section 10A(i)(1)(B) of the Exchange Act are satisfied. This authority to pre-approve non-audit services may be delegated to one or more members of the Audit Committee, who shall present all decisions to pre-approve an activity to the full Audit Committee at its first meeting following such decision. The Audit Committee may review and approve the scope and staffing of the independent auditors’ annual audit plan.

The Audit Committee approved all of the non-audit services described above. Additionally, the Audit Committee has reviewed the non-audit services provided by the principal accountants and determined that the provision of these services during fiscal years 2015 and 2014 are compatible with maintaining the principal accountants’ independence.

The affirmative vote of a majority of the votes cast by holders of shares entitled to vote thereon at the Meeting (in person or by proxy) is required for approval of the ratification of the appointment of PKF as the Company’s independent registered public accounting firm for the 2016 calendar year.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” PROPOSAL 2 RELATING TO THE RATIFICATION OF THE SELECTION OFPKF O’ConnOr Davies, LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR FISCAL 2016. PROXIES SOLICITED BY THE BOARD WILL BE VOTED “FOR” RATIFICATION OFPKF O’ConnOr Davies, LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM UNLESS SHAREHOLDERS SPECIFY A CONTRARY VOTE.

PROPOSAL 3.
ADVISORY VOTE ON EXECUTIVE COMPENSATION

Section 14A of the Exchange Act, which was added by the Dodd-Frank Wall Street ReformThe securities law and Consumer Protection Act of 2010, requiresrelated SEC regulation require that not less frequently than once every three years, we provide shareholders with the opportunity to vote to approve, on a nonbinding, advisory basis, an advisory vote onno less frequently than every three years, the compensation of our named executive officers as disclosed herein. At the Company’s 2020 annual meeting of shareholders, the Company sought the shareholders’ vote on how frequently we should seek shareholder approval of the compensation of our named executive officers. As recommended by the board of directors, the shareholders approved an annual advisory vote on executive compensation. Accordingly, we are requesting your advisory (non-binding) approval of the compensation of our named executive officers as disclosed in the compensation tables and related narrative disclosures in this proxy statement. This non-binding advisory vote is commonly referred to as a “Say-on-Pay”“say-on-pay” vote. Please read the Executive Compensation section of this proxy statement for a detailed discussion about our executive compensation programs, including information about the fiscal 2015 compensation of our named executive officers.

Our compensation program is designed to reward each individual named executive officer’s contribution to the advancement of our overall performance and execution of our goals, ideas and objectives. It is designed to reward and encourage exceptional performance at the individual level in the areas of organization, creativity and responsibility while supporting our core values and ambitions. This in turn aligns the interest of our executive officers with the interests of our shareholders, and thus with our interests.

Our Compensation Committee and our board of directors believe that thesethe executive compensation policies and procedures described in detail in “Executive Compensation,” above, are effective in implementing our compensation philosophy and in achieving our goals.

We are asking you to indicate your support for the compensation of our named executive officers as described in this proxy statement. This vote is not intended to address any specific item of compensation, our general compensation policies, the compensation of our board, or our compensation policies as they relate to risk management. Rather, this vote relates to the overall compensation of our named executive officers and the philosophy, policies and practices described in this proxy statement.statement related to our named executive officers. Accordingly, we are asking you to vote, on an advisory basis, “FOR”on the following resolution at the Annual Meeting:

“RESOLVED, that the shareholders of Wireless Telecom Group, Inc. (the “Company”)the Company hereby approve, on an advisory basis, the compensation paid to the Company’s named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the compensation tables and related narrative disclosures, in this Proxy Statement.the proxy statement for the 2023 annual meeting of shareholders.”

As an advisory vote, this proposal is not binding on the Company, and will not require us to take any action or overrule any decisions we have made. Furthermore, because this advisory vote primarily relates to compensation that has already been paid or contractually committed to our named executive officers, there is generally no opportunity for us to revisit these decisions. However, our board, including our Compensation Committee, values the opinions of our shareholders and, to the extent there is any significant vote against the compensation of named executive officers as disclosed in this proxy statement, we will consider our shareholders’ concerns and evaluate what actions, if any, may be appropriate to address those concerns.

Vote Required and Recommendation of the Company’s Board of Directors

The affirmative vote of a majority of the votes cast by holders of shares entitled to vote thereon at the Meeting (in person(virtually or by proxy) is required for approval of the resolution with respect to the compensation of the Company’s named executive officers.

THE COMPANY’S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” APPROVAL OF THE FOREGOING RESOLUTION. PROXIES WILL BE SO VOTED UNLESS SHAREHOLDERS SPECIFY OTHERWISE IN THEIR PROXIES.

OTHER MATTERS

PROPOSAL 3

RATIFICATION OF APPOINTMENT OF

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Relationship with Independent Registered Public Accounting Firm

PKF O’Connor Davies, LLP (“PKF”) has been the Company’s independent registered public accounting firm since October 19, 2006. The board of directors, upon the recommendation of the Audit Committee, has reappointed PKF as the Company’s independent registered public accounting firm for the 2023 fiscal year. Although the selection and appointment of independent auditors is not required to be submitted to a vote of shareholders, the board of directors deems it desirable to obtain the shareholders’ ratification of this appointment as a matter of good corporate practice. If the shareholders fail to ratify the selection, the Audit Committee will reconsider whether to retain PKF. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and its shareholders. Representatives of PKF are expected to be present at the Meeting and will have the opportunity to make a statement and to respond to appropriate questions from the Company’s shareholders.

Fees Paid to Principal Accountants

Audit Fees

The aggregate fees billed by PKF (including PKF Cooper Parry Group Limited in the UK) for professional services and paid for the annual audit and for the review of the Company’s financial statements included in the Company’s Annual Report on Form 10-K for each of the fiscal years ended December 31, 2022 and 2021, and the Company’s Quarterly Reports on Form 10-Q for each of the first three quarters for each of the fiscal years ended December 31, 2022 and 2021, were $$232,950 and $206,018, respectively.

Audit-Related Fees

The aggregate audit-related fees billed by PKF (including PKF Cooper Parry Group Limited in the UK) during the fiscal years ended December 31, 2022 and 2021 for professional services rendered for the audit of the Company’s 401(k) Plan and consultation in connection with accounting related matters were approximately $15,310 and $14,560, respectively.

Tax Fees

The aggregate fees billed by PKF (including PKF Cooper Parry Group Limited in the UK) for all tax services, including consultation in connection with tax compliance related matters, for the fiscal years ended December 31, 2022 and 2021, were approximately $53,010 and $50,172, respectively.

All Other Fees

Fees for non-audit services were $27,043 for the fiscal year ended December 31, 2022 and were related to accounting and tax services related to the Microlab divestiture.

Fees for non-audit services were $12,500 for the fiscal year ended December 31, 2021 and were related to our at the market equity offering and Microlab divestiture.

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors

The MeetingAudit Committee will take placepre-approve all auditing services and the terms thereof (which may include providing comfort letters in connection with securities underwriting) and non-audit services (other than non-audit services prohibited under Section 10A(g) of the Exchange Act or the applicable rules of the SEC or the Public Company Accounting Oversight Board) to be provided to us by the independent auditor; provided, however, the pre-approval requirement is waived with respect to the provisions of non-audit services for us if the “de minimis” provisions of Section 10A(i)(1)(B) of the Exchange Act are satisfied. This authority to pre-approve non-audit services may be delegated to one or more members of the Audit Committee, who shall present all decisions to pre-approve an activity to the full Audit Committee at its first meeting following such decision. The Audit Committee may review and approve the scope and staffing of the independent auditors’ annual audit plan.

The Audit Committee approved all of the non-audit services described above. Additionally, the Audit Committee has reviewed the non-audit services provided by the principal accountants and determined that the provision of these services during fiscal years 2022 and 2021 was compatible with maintaining the principal accountants’ independence.

Vote Required and Recommendation of the Company’s Board of Directors

The affirmative vote of a majority of the votes cast by holders of shares entitled to vote thereon at the officesMeeting (virtually or by proxy) is required for ratification of Reed Smiththe appointment of PKF as the Company’s independent registered public accounting firm for the 2023 calendar year.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE SELECTION OF PKF O’ConnOr Davies, LLP 599 Lexington Avenue, 22nd Floor, New York, New York 10022. This location AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2023. PROXIES SOLICITED BY THE BOARD WILL BE VOTED “FOR” RATIFICATION OF PKF O’ConnOr Davies, LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM UNLESS SHAREHOLDERS SPECIFY A CONTRARY VOTE.

PROPOSAL 4

ADVISORY VOTE REGARDING THE

FREQUENCY OF VOTING ON THE COMPENSATION PAID

TO THE COMPANY’S NAMED EXECUTIVE OFFICERS

As required by Section 14A of the Exchange Act, the Company is providing shareholders with a non-binding, advisory vote on the frequency with which the Company’s shareholders shall have the advisory, non-binding “say-on-pay” vote on compensation paid to our named executive officers provided for in ManhattanProposal 2 above.

The board of directors believes that an annual advisory shareholder vote on the compensation paid to our named executive officers will provide the Board with current information on shareholder sentiment about our executive compensation program and enable the Board to respond timely, when deemed appropriate, to any concerns that shareholders may express about the program in the annual say-on-pay advisory votes.

The Company is presenting this Proposal 4, which gives you as a shareholder the opportunity to inform the Company as to how often you wish us to include a proposal, similar to Proposal 2 above, in our proxy statement. Specifically, we are asking whether the advisory vote should occur every year, every two years or every three years. Shareholders are being asked to vote on the following non-binding, advisory resolution:

RESOLVED, that the frequency of once every one, two or three years that receives the highest number of votes cast for this non-binding, advisory resolution will be considered to be the preferred frequency of the shareholders with which the Company is to hold future non-binding shareholder advisory votes on the compensation paid to our named executive officers set forth in the Company’s proxy statement.

Vote Required

As with your vote on Proposal 2, your vote on this Proposal 4 is an advisory vote, which means that the Company and the board of directors are not required to take any particular action based on the outcome of the vote. However, the board of directors and Compensation Committee value the opinions of our shareholders and to the extent there is any significant vote in favor of one frequency over the other options, we will consider our shareholders’ sentiment and the board of directors will evaluate appropriate next steps.

Shareholders may vote for 1, 2 or 3 years, or may abstain. If there is no designation on a proxy as to how the shares represented should be voted on this proposal, the proxy will be voted for a frequency of every year. The advisory vote on frequency will be determined based on the number of years which receives the most votes cast. Shares of common stock that are present at the intersectionAnnual Meeting but abstain from voting on such proposal are not treated as votes cast and will have no effect on the outcome of Lexington Avenue and 53rd Street. To obtain directions to be able to attend the Meeting, contact Robert Censullo at (973) 386-9696.vote on this proposal. Also, broker non-votes will have no effect on the outcome of the vote on this proposal.

Board Recommendations

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” A RESOLUTION THAT PROVIDES FOR A FREQUENCY OF EVERY YEAR FOR FUTURE NON-BINDING, ADVISORY SHAREHOLDER VOTES ON THE COMPENSATION PAID TO OUR NAMED EXECUTIVE OFFICERS.

OTHER MATTERS

The board of directors knows of no business that will be presented for consideration at the Meeting other than those items stated above. If any other matters should properly come before the Meeting, it is intended that proxies named in the accompanying proxy form will be votedvote on any such matters in accordance with the judgment of the persons voting such proxies. Discretionary authority to vote on such matters is conferred by such proxies upon the persons voting them. The final results of the balloting at the Meeting will appear in the Company’s Current Report on Form 8-K within four business days of the Meeting.

The Company will bear the cost of preparing, assembling and mailing the proxy card, proxy statement and other material, which may be sent to the shareholders in connection with this solicitation. In addition to the solicitation of proxies by use of the mails, officers and regular employees may solicit the return of proxies. The Company may reimburse persons holding stock in their names or in the names of other nominees for their expense in sending proxies and proxy material to principals. Proxies may be solicited by mail, personal interview, telephone and fax.judgment.

The Company will pay the cost of soliciting proxies. To date, the Company has paid approximately $1,000 for proxy services and estimates the total cost of solicitation not to exceed $20,000. In addition to solicitation by use of the mails, proxies may be solicited from the Company’s shareholders by the Company’s directors, officers and employees in person or by telephone, telegramelectronic communications or other means of communication. Such directors, officers and employees will not be additionally compensated but may be reimbursed for reasonable out-of-pocket expenses incurred in connection with such solicitation. Arrangements will be made with brokerage houses, custodians, nominees and fiduciaries for forwarding of proxy materials to beneficial owners of shares held of record by such brokerage houses, custodians, nominees and fiduciaries and for reimbursement of their reasonable expenses incurred in connection therewith.

The Company will only send one set of proxy materials to two or more shareholders who share one address, unless we have received contrary instructions from one or more of the shareholders at that address. This procedure is referred to as “householding.” Each shareholder subject to householding will continue to receive a separate proxy card or voting instruction card.

We will promptly deliver, upon written or oral request, a separate copy of our annual proxy materials to a shareholder at a shared address to which a single copy was previously delivered. If you received a single set of proxy materials for this year, but you would prefer to receive your own copy, you may direct requests for separate copies to Robert Censullo,Michael Kandell, Secretary, Wireless Telecom Group, Inc., 25 Eastmans Road, Parsippany, New Jersey 07054 or call us at (973) 386-9696. Likewise, if your household currently receives multiple copies of proxy materials and you would like to receive one set, please contact us at the address and telephone number provided.

The Company will provide without charge to each person being solicited by this proxy statement, on the written request of any such person, a copy of the Annual Report of the Company on Form 10-K for the year ended December 31, 20152022 as filed with the SEC, including the financial statements, notes, exhibits and schedules thereto. All such requests should be directed to: Robert Censullo,Michael Kandell, Secretary, Wireless Telecom Group, Inc., 25 Eastmans Road, Parsippany, New Jersey 07054.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires our executive officers and directors and the holders of greater than 10% of our common stock to file initial reports of ownership and reports of changes in ownership with the SEC. Executive officers and directors are required by SEC regulations to furnish us with copies of these reports. Based solely on a review of the copies of these reports furnished to us and written representations from such executive officers, directors and shareholders with respect to the period from January 1, 2015 through December 31, 2015, the Company believes that the Company’s executive officers, directors and greater than 10% beneficial owners have complied with all Section 16(a) filing requirements.

DEADLINE FOR SUBMISSION OF SHAREHOLDER PROPOSALS

TO BE PRESENTED AT THE NEXT ANNUAL MEETING

Under our By-laws, no business, including nominationsnomination of a person for election as a director, may be brought before an Annual Meetingannual meeting unless it is specified in the notice of the Annual Meetingannual meeting or is otherwise brought before the Annual Meetingannual meeting by or at the direction of the board of directors or by a shareholder who meets the requirements specified in our By-laws and has delivered timely notice to us (containing the information specified in the By-laws).

To be timely, a shareholder’s notice for matters to be brought before the Annual Meeting of Shareholders in 20172024 must be delivered to and received at our principal executive office specified on page 1 of this proxy statement not less than ninety (90) days nor more than one hundred twenty (120) days prior to the anniversary date of the 20162023 Annual Meeting of Shareholders, or no later than March 10, 2017May 27, 2024 and no earlier than February 9, 2017.April 26, 2024. These requirements are separate from and in addition to theRule 14a-19 and other SEC’s requirements that a shareholder must meet in order to have a shareholder proposal included in our proxy statement.

Shareholders interested in submitting a shareholder proposal for inclusion in the proxy materials for the Annual Meetingannual meeting of Shareholdersshareholders in 20172024 may do so by following the procedures prescribed in SEC Rule 14a-8. To be eligible for inclusion, shareholder proposals must be received by our Secretary at our principal executive office specified on page 1 of this proxy statement, no later than January 6, 2017.2, 2024.

Dated: April 28, 2016

PROXY

WIRELESS TELECOM GROUP, INC.

25 EASTMANS ROAD, PARSIPPANY, NEW JERSEY 07054

PARSIPPANY, NJ 07054

The undersigned acknowledges receipt of the Notice of Annual Meeting of Shareholders and the accompanying Proxy Statement.

The Board of Directors recommends you vote FOR each of the following proposals:

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.