John C. Pescatore. Mr. Pescatore has served asSchwartz was appointed our President & Chief Executive Officer in July 2020 and a member ofwas elected to our Board since August 2004.  He is a seasoned telecommunications executive with particular expertise in rapidly growing companies.  September 2020.Having joined the Company in 2015 as Chief Strategy and Development Officer, he became our President & Chief Operating Officer in May 2018. Prior to his current rolejoining our Company, beginning in 2013, Mr. Schwartz served as our President and Chief Executive Officer he was Executive Vice Presidentof STI Brasil, LLC, a company focused on developing shared fiber infrastructure for wireless operators in Brazil. Prior to STI, from 2009 to 2013, Mr. Schwartz served as a Managing Director of Unison Site Management, during which time Unison acquired and Chief Operating Officer of NeoWorld Communications.  NeoWorld was founded to develop and launch a nationwide dispatch system and held spectrum in major marketsmanaged cell site easements throughout the United States.  The companyStates and sold its site portfolio to American Tower. From 2006 to 2009, Mr. Schwartz was successfully soldManaging Partner of Woodmont Partners LLC, a strategic consultancy to Nextel Communications in 2003.  Prior to that,telecom, media, and technology companies, including software, wireless, and cable companies. Earlier, Mr. PescatoreSchwartz was Executive Vice President of Operations with Expanets, Inc., one ofIDT Telecom from 2001 to 2006, and led corporate development, product management, and the fastest growing voice and data communications solutions and services companies in the United States during his tenure.wireless division. In 1996, Mr. Schwartz joined The Associated Group to launch Teligent. He was one of the key architects in building Expanets and saw the business through enormous growth by strategic acquisitions.  Prior to that, Mr. Pescatore was part of the team involved in the start-up of Nextel, where he held numerous senior leadership positions includingbecame Teligent’s Senior Vice President of Operations, President ofCorporate Development, leading functions including strategy, capital markets, investor relations, and M&A activities through the Two-Way Radio Division,startup, initial public offering, and President of the New York Area during its digital system rollout.  Priorsale to Nextel,Liberty Media. Mr. Pescatore was a consultant with Deloitte & Touche LLP.  He earned his undergraduate degree in accounting from New York University and earned his certified public accountant certification.

We believe Mr. Pescatore is qualified to serve on our Board based on his service as an executive at leading telecommunications companies, his expertise in the wireless communications industry and his financial and accounting expertise.

T. Clark Akers. Mr. Akers joined our Board upon the completion of our June 2014 private placement. He has been a Managing Director, SBIC Funds Placement Division at FBR & Co., a Washington, D.C. based investment banking firm, since September 2015.  His responsibilities at FBR & Co. include raising capital for Small Business Investment Company (SBIC) funds for experienced U.S. investment managers. Prior to FBR & Co., Mr. Akers was a Managing Director at Commerce Street Capital, a Dallas based investment banking firm.  Mr. Akers serves on the advisory board of Pharos Capital Group, a private equity firm based in Nashville and Dallas. Mr. Akers serves on the board of the Fred Jones Companies, the automotive affiliate of Hall Capital, an Oklahoma City based family office.  HeSchwartz also serves on the Advisory Board of Hall Capital Partners, the private equity affiliate of Hall Capital. Mr. Akers also serves on the Board of Managers and is a founder and Vice President of Continuum 700 LLC, a wireless start-up that has acquired ten 700 MHz A Block licenses covering a population of approximately 12 million people. In preparation to bid on those licenses in a 2008 FCC 700 MHz spectrum auction, Mr. Akers and his partners raised $68 million of capital for Continuum 700 LLC. Mr. Akers recently served as Vice ChairmanDirector of Intechra, the largest electronic wasteCorporate Development at Nextel and asset disposal company in the U.S. As a founder of Intechra, Mr. Akers raised $50 million of equity that was necessary for the organic and acquisitive growth which marked Intechra’s rise to leadership in the e-waste business. Additionally,its precursor Fleetcall where he was responsible for recruitingsupporting key membersstrategic, M&A, and capital markets initiatives. Mr. Schwartz holds an MBA from the Wharton School at the University of Intechra’s management team. Following those initiatives, he worked closely with the sales team on targeted Fortune 100 business development efforts. Mr. Akers’ tenure with Intechra began in 2004Pennsylvania and ended in 2009. Prior to Intechra, Mr. Akers served as Senior Vice President of External Affairs for TeleCorp PCS, Inc., the ninth largest wireless phone company in the U.S. before its acquisition by AT&T Wireless in 2002. Mr. Akers holds Series 7, Series 63 and 24 License Registrations with the National Association of Securities Dealers, Inc. Mr. Akers received hisa Bachelor of Arts degreein Business Administration from Vanderbilt University in 1979.George Washington University’s School of Government & Business Affairs.

We believe that Mr. AkersSchwartz is qualified to serve on our Board based on his prior experience as an executive in the telecommunications industry, his experiencespecifically in providing fund raising and advisory services to growth companies, his knowledge of the capital marketswireless communication, and his prior experience serving on the boards of directors of other companies.developing nascent communication technologies.

Andrew Daskalakis. Mr. DaskalakisAkhavan has served as a member of our Board since September 2020. He has been a Partner at Twin Point Capital, a growth-oriented private equity firm based in New York, NY and Palo Alto, CA, since April 2018.  From August 2004.2016 to March 2018, he was a Partner at Long Arc Capital, a private equity firm specializing in disruptive technology investments. From 2010 to 2014, Mr. Daskalakis currently servesAkhavan served as PresidentChief Executive Officer of AMK International,Unify Inc. (formerly Siemens Enterprise), an investment funda global supplier of telecommunication products, software, and services. Prior to that, he founded over 15 years ago.served as Chief Operating Officer of Deutsche Telecom and Chief Executive Officer of T-Mobile International. He has over 30 yearsbegan his career at the Jet Propulsion Laboratory (NASA) and Bell Communications Research. He holds a Bachelor of experienceScience in electrical engineering and computer science from California Institute of Technology and a Master of Science in the wireless communications industrysame fields from Massachusetts Institute of Technology. Mr. Akhavan also serves on the board of directors of Vonage (NASDAQ GS: VG) and has successfully operated a dispatch radio business.  A wireless industry pioneer, he has held engineering management positions with AT&T’s Bell Labs where he was co-inventor of the Cellular Telephone System.  He has also held senior executive positions with Motorola, Satellite Business Systems, and was President and CEO of Cellular Telephone Co. He has also served as a consultant for Nextel.  Mr. Daskalakis received a Bachelor’s of Science Degree in Electrical Engineering from the Drexel University and a Master’s Degree in Electrical Engineering from New York University.privately-held National Broadband Ireland.

We believe that Mr. DaskalakisAkhavan is qualified to serve on our Board based on his leadershipsignificant telecommunications and technology expertise, his prior public company board experience, as anwell as leadership skills from his role as chief executive in the telecommunications industry, his expertise in operationsat Unify and investing in growth companies, his prior experience with building and operating a dispatch radio business and his experience serving as a director on other boardsCEO of directors.T-Mobile International.

Peter G. Schiff. Mr. SchiffDaniels has served as a member of our Board since August 2004.September 2020 and is Chair of the Strategy Committee. He also currently serves as Managingis an Operating Partner of Northwood Ventures,AE Industrial Partners, L.P., a venture capital firm he founded in 1983.  Prior to founding Northwood, Mr. Schiff worked in the private equity division of E.M. Warburg, Pincus & Co.,firm in Boca Raton, FL, specializing in aerospace, power generation, and previously had been an officer in the corporate division of Chemical Bank (now JPMorgan Chase & Co.)specialty industrial markets. He serves on the board of directors of GAMCO Investors, Inc. (NYSE: GBL) and Moeller Aerospace and is an Advisor to LGL Systems Acquisition Corp. (NYSE: DFNS). Mr. Daniels serves on The Advisory Committee on Trade Policy and Negotiation as a directorformer President Trump appointee. He is a former chairman and former member of manyFlorida’s State Board of Northwood’s portfolio companies.Administration, Investment Advisory Council, and serves as Commissioner and Chairman of the Health Care District of Palm Beach County.   Mr. Schiff graduatedDaniels was a founding partner of CAI Managers & Co., L.P., a private equity firm located in New York City from Lake Forest College and received an M.B.A. from University of Chicago’s Booth School of Business with concentrations in Finance and Marketing.  In 2009,1989 to 2014. Prior to CAI Managers, he was awarded the honorary degreePresident of Doctor of Laws by the Lake Forest College after servingBurdge, Daniels & Co., Inc., a company engaged as a trusteeprincipal in venture capital and buyout investments and trading of private placement securities.  Mr. Daniels also served as Senior Vice President of Blyth, Eastman, Dillon & Co., where he was responsible for 16 years, culminating in servingits corporate fixed-income sales and trading departments. Mr. Daniels is a former Director of AeroSat Corporation; Aster-Cephac SA; Bioanalytical Systems, Inc.; Douglas Machine & Tool Co., Inc.; IVAX Corporation; MIM Corporation; MIST Inc.; Mylan Laboratories Inc.; NBS Technologies Inc.; and Safeguard Health Enterprises, Inc.  He served as its Chairman.Chairman of TurboCombustor Technology Inc. and Zenith Laboratories, Inc.  Mr. Schiff also serves asDaniels is a trustee and secretarygraduate of Hofstra University and as aFordham University.

member of the Joint Board of Overseers of the Hofstra North Shore – LIJ School of Medicine.  Northwood was an early investor in several enterprise focused carriers including Nextel, Dispatch Communications, NeoWorld, PowerFone and TeleCorp.

We believe that Mr. SchiffDaniels is qualified to serve on our Board based on his extensive financial and M&A experience, in advising and investing in growth companies in the communications industry,as well as his knowledgedepth of the capital markets and his experience serving as a director on other boards of directors.numerous public companies.

John C. Sites Jr.Mr. SitesHaller has served as a member of our Board since August 2004.November 2018. He has beenmore than 30 years of experience serving as a partnersenior executive in the wireless and telecommunication services industries. Since July 2018, he has served as the Chief Operating Officer at Wexford Capital since 2008,Alorica, Inc. (“Alorica”), a leading customer relationships management company. At Alorica, Mr. Haller is responsible for global operations, client solutions, global business services, and joined Wexford Capital in 2006, where he focuses on private and public equity investing.marketing communications. Prior to joining WexfordAlorica, Mr. Haller served in 2006,a number of senior executive positions at Verizon Wireless (NYSE: VZ) (“Verizon”). From August 2016 to June 2018, Mr. Haller was the chief executive for Verizon’s prepaid brand, Visible. Prior to that, from January 2012 until August 2016, he was a general partnerthe president of Daystar Special Situations Fundthe west area for all Verizon sales and Rock Creek Partners II, Ltd for ten years.operations, which encompassed the 18 most western states in the U.S. From 1981 to 1995, Mr. Sites was employed by Bear Stearns & Co., Inc., whereSeptember 2010 through January 2012, he reachedheld the positionroles of ExecutivePresident, Enterprise and Government Markets, and Vice President of Consumer Marketing. Through his 29-year career at Verizon, he also served in leadership positions in the areas of operations, sales, marketing, and was a member of the board of directors.  While at Bear Stearns,advanced solutions, as well as consumer product portfolio and pricing. Mr. Sites established the firm’s mortgage and asset-backed department, served on the firm’s executive and compensation committees, was co-head of the taxable fixed income group and oversaw Bear Stearns’ Asset Management and the Financial Institutions Group.  From 1974 to 1981, Mr. Sites worked at Trading Company of the West, First Pennco Securities, and Morgan, Keegan & Company. Mr. Sites holds a Bachelor’sHaller received his Bachelor of Arts Degree in Economicsbusiness administration from Rhodes College and is a member of Phi Beta Kappa.Wittenberg University.

We believe Mr. SitesHaller is qualified to serve on our Board based on his prior executive leadership experience at leading companies in investing in privatethe wireless and public growth companies, his knowledge of the capital marketstelecommunications services industries and his experience serving as a director on other boards of directors.expertise in developing and executing business strategies.

No Family Relationships

There are no family relationships between any of our officers and directors.

Board Committees



Compensation Committee. The Compensation Committee is comprised of threeMs. McAllister has served as a member of our independent directors, Peter G. Schiff, John C. SitesBoard since June 2018, as Lead Independent Director since September 2020, and Andrew Daskalakis. Mr. Schiff is the chairperson of the Compensation Committee. The functions of the Compensation Committee include the approval of the compensation offered to our executive officers and recommendation to the full Board of the compensation to be offered to our non-employee directors. In accordance with the listing standards of the NASDAQ Stock Market, the Compensation Committee evaluates the independence of each compensation consultant, outside counsel and advisor retained by or providing advice to the Compensation Committee. Our Board has determined that each of Messrs. Schiff, Sites and Daskalakis is an “independent director” under the listing standards of the NASDAQ Stock Market and the applicable rules of regulations of the SEC, including the additional requirements that apply to members of the Compensation Committee. In addition, the members of the Compensation Committee each qualify as “non-employee directors” for purposes of Rule 16b-3 under the Exchange Act and as “outside directors” for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended. The Compensation Committee is governed by a written charter approved by our Board, a copy of which is available on our website at www.pdvwireless.com.

Audit Committee. The Audit Committee is comprised of three of our independent directors, T. Clark Akers, Peter G. Schiff and John C. Sites, each of whom is able to read and understand fundamental financial statements, including our balance sheet, statements of operations, stockholders’ equity and cash flows as required by the rules of the NASDAQ Stock Market. Mr. Akers is the chairperson of the Audit Committee.  The functions of the Audit Committee include the retention of our independent registered public accounting firm, reviewing and approving the planned scope, proposed fee arrangements and results of our Company’s annual audit, reviewing the adequacy of our Company’s accounting and financial controls and reviewing the independence of our Company’s independent registered public accounting firm. Our Board has determined that each member of the Audit Committee is an “independent director” under the listing standards of the NASDAQ Stock Market and the applicable rules and regulations of the SEC. Our Board has also determined that each of T. Clark Akers, Peter G. Schiff and John C. Sites is an “audit committee financial expert” within the applicable requirements of the SEC. The Audit Committee is governed by a written charter approved by our Board, a copy

of which is available on our website at www.pdvwireless.com.  The charter complies with the applicable provision of the Sarbanes-Oxley Act and related rules of the SEC and the NASDAQ Stock Market.

Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee is comprised of three of our independent directors, Andrew Daskalakis, T. Clark Akers and Peter G. Schiff.  Mr. Daskalakis is the chairpersonChair of the Nominating and Corporate Governance Committee. The functionsMs. McAllister is currently serving as Of Counsel at the law firm Husch Blackwell, LLP (“Husch Blackwell”) and a Senior Advisor with Husch Blackwell Strategies. Before joining Husch Blackwell in May 2014, Ms. McAllister served as a partner in the law firms of Williams Mullen from 2012 to 2014, Blank Rome LLP from 2010 to 2012, and LeClairRyan from 2007 to 2010. Prior to entering private practice, Ms. McAllister served for five years as the general counsel for the United States Agency for International Development and previously served in senior positions in the U.S. House of Representatives. Ms. McAllister is a director of Alliant Energy Corporation (NYSE: LNT) and serves on its Nominating and Governance Committee and a past Chair of its Compensation and Personnel Committee.  She also serves on the Proxy Board of Securitas Infrastructure Services, Inc. She has been a member of the Blue-Ribbon Advisory Board on Compensation and Personnel issues for the National Association of Corporate Directors’ (“NACD”). Most recently, she was recognized in 2018 as one of the top Corporate Directors of NACD. She also served as a director of United Rentals (NYSE: URI) from 2004 to May 2018 and previously chaired the National Women’s Business Center. Ms. McAllister is a member of the Council on Foreign Relations, fellow to the National Academy of Public Administration, and Vice-Chairman of the National Women’s History Museum Board of Directors. She has also served on the Advisory Board of the African Development Foundation and has been appointed Secretary to the Virginia State Board of Elections. Ms. McAllister has a Bachelor of Arts from the University of Maryland and completed Graduate Studies in International Relations and earned her law degree from Howard University.

We believe Ms. McAllister is qualified to serve on our Board based on her legal, regulatory and corporate governance experience and expertise, as well as her current experience serving on the boards of directors of other public and private companies, including public and private utility companies.

Mr. Pratt has served as a member of the Board since May 2020 and is Chair of the Compensation Committee.Mr. Pratt is the Chairman of the Board of Directors at Carpenter Technology Corporation and served as interim President and Chief Executive Officer of Carpenter in fiscal years 2010 and 2015. Mr. Pratt is a former Vice Chairman and director of OAO Technology Solutions, Inc. ("OAOT"), an information technology and professional services company. He joined OAOT in 1998 as President and Chief Executive Officer after OAOT acquired Enterprise Technology Group Inc., a software engineering firm founded by Mr. Pratt. Mr. Pratt served as President and Chief Operations Officer of Intelligent Electronics, Inc. from 1991 through 1996, and was co-founder and served variously as Chief Financial Officer and President of Atari (US) Corporation from 1984 through 1991. Mr. Pratt serves as Chairman of the Nominating and Corporate Governance Committee include the identification, recruitment and nomination of candidates for our Board and its committees, making recommendations to our Board concerning the structure, composition and functioning of our Board and its committees (including the reporting channels through which our Board receives information and the quality and timeliness of the information), developing and recommending to our Board corporate governance guidelines applicable to our Company and annually reviewing and recommending changes (as necessary or appropriate), overseeing the annual evaluation of our Board’s effectiveness and performance, and periodically conducting an individual evaluation of each director. Our Board has determined that eacha member of the NominatingAudit Committee at Tredegar Corporation (NYSE: TG). He served as a Director and Corporate GovernanceAudit Committee Chairman of AmeriGas Propane. Inc., a public company listed on the NYSE for seven years. Mr. Pratt is an “independent director” undera NACD Board Leadership Fellow. He has demonstrated his commitment to boardroom excellence by completing NACD's comprehensive program of study for experienced corporate directors, which is a rigorous suite of courses spanning leading practices for boards and committees. He also was appointed to serve a three-year term on the listing standardsStanding Advisory Group of the NASDAQ Stock MarketPublic Company Accounting Oversight Board ending November 2016. He supplements his skill sets through ongoing engagement with the director community and access to leading practices.  Mr. Pratt received his MBA in finance from the Wharton School, University of Pennsylvania, and his Bachelor of Science in business administration from Cheyney University. He is a certified public accountant.

We believe Mr. Pratt is qualified to serve on our Board based on his financial and corporate governance experience and expertise, as well as his current experience serving on the boards of directors of other public companies and as a former CEO.

Mr. Saleh has served as a member of our board since December 2016 and is Chair of the Audit Committee. Mr. Saleh currently serves as President and Chief Executive Officer for Gainwell Technologies, which was formed from the 2020 spinoff of the government and human resources business of DXC Technologies.  From 2017 to 2020, Mr. Saleh served as the Executive Vice President and Chief Financial Officer of DXC Technology (NYSE: DXC).  Prior to that, Mr. Saleh served as Executive Vice President and Chief Financial Officer for CSC.  Prior to CSC, Mr. Saleh was the Chief Financial Officer for Gannett Co. Inc. (NYSE: GCI), as well as Sprint Nextel Corporation and Walt Disney International (NYSE: DIS). Before joining the Walt Disney Company, he was with Honeywell International Inc. (NYSE: HON) for 12 years, where he held various leadership positions in finance, including Treasurer of the company. Institutional Investor Magazine named Mr. Saleh as the best Chief Financial Officer in the wireless telecom industry from 2004 through 2007. In 2005, Treasury & Risk Management magazine recognized him as one of the 100 Most Influential People in Finance. In 2006 and 2017, Mr. Saleh received the Public Company CFO of the Year Award from the Northern Virginia Technology Council. Mr. Saleh holds an MBA with distinction in Finance; an M.S. in Computer, Information & Control Engineering; and a B.S.in Electrical Engineering, all from the University of Michigan.

We believe Mr. Saleh is qualified to serve on our Board based on his prior experience as an executive in the technology and telecommunications industries, his experience in financial matters and the applicable rulescapital markets, and regulationshis leadership experience as a CFO and CEO.

Ms. Yazdi joined the Board in February 2021. Since 2012. She has been the President of Feasible Management Consulting, a company that provides strategic consulting in energy, innovation, technology, and telecommunication. From 1997-2012, she was the senior vice president of business integration and chief information officer of Edison International and Southern California Edison. She oversaw digital transformation initiatives and technology implementation of smart meter and smart grid programs. She was the founding co-chair of the SEC. The NominatingEdison Electric Institute’s CIO advisory council, leading the industry activities in cyber security and Corporate Governance Committeetelecommunications. Prior to that role, she held various roles at Hughes Electronics (1980-1997), including vice president and CIO, where she was a member of the executive committee and engaged in business transformation and M&A activities. She continues to bring her expertise and insights to the publicly held, private, and non-profit boards on which she serves. She is governed bycurrently a written charter approved bymember of the board of directors at NorthWestern Energy and a strategic advisor to Infosys Corporation, Prologis Corporation, HIG Capital, and Energy Capital Ventures.  Ms. Yazdi is nationally recognized as an expert in corporate information technologies. She has extensive experience and knowledge of the utility/power industry, where she was charged with setting strategies and leading people to achieve greater growth and performance. As a current and former board member, she has been either a chair or an active member of various board committees, including audit, compensation, governance, and operations. Ms. Yazdi received her NACD Directorship certification and is also an NACD Leadership Fellow, demonstrating her commitment to boardroom excellence.  Ms. Yazdi earned her M.B.A. from the University of Southern California and is a member of the Beta Gamma Sigma honor society. She received her B.S. in industrial management from California State Polytechnic University, Pomona, with honors. She also completed the Management of Information Technology program at Harvard Business School.

We believe Ms. Yazdi is qualified to serve on our Board based on her prior experience as an executive in the utility industry, her knowledge of technology, and her leadership experience as a copy of which is available on our website at www.pdvwireless.com.CIO.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR “EACH” NAMED NOMINEE.

We seek to maintain high standards of business conduct and corporate governance, which we believe are fundamental to the overall success of our business, serving our stockholders well and maintaining our integrity in the marketplace.marketplace. Our corporate governance guidelines and code of business conduct, together with our Amended and Restated Certificate of Incorporation, as amended, and our Amended and Restated Bylaws and the charters for each of our Board committees, form the basis for our corporate governance framework. We also are subject to the Sarbanes-Oxley Act, the rules and regulations of the SEC and the corporate governance rules of the NASDAQNasdaq Stock Market. Our Board has established three standing committees to assist it in fulfilling its responsibilities to the Company and its stockholders: the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee.

Corporate Governance Guidelines

:  Our corporate governance guidelines are designed to help ensure effective corporate governance of our Company. Our corporate governance guidelines cover topics including, but not limited to, director qualification criteria, director responsibilities, director compensation, director orientation, and continuing education, communications from stockholders to our Board, succession planning, and the annual evaluations of our Board and its committees. Our corporate governance guidelines are reviewed by the Nominating and Corporate Governance Committee and amended by our Board when appropriate. The full text of our corporate governance guidelines is available on our website at www.pdvwireless.com.www.anterix.com. A printed copy may also be obtained by any stockholder upon request to our Corporate Secretary.

Our Board of DirectorsStructure and Independence:  

Our Board currently consists of sevennine members. The number of directors on our Board can be determined from time to time by action of our Board.

Our Board has determined that
Each of our four non-employee directors,director nominees, including Messrs. Akers, Daskalakis, SchiffAkhavan, Daniels, Haller, Pratt, and Sites, each meetSaleh, and Mses. McAllister and Yazdi, met the independence standards established by the NASDAQNasdaq Stock Market and the applicable independence rules and regulations of the SEC, including the rules relating to the independence of the members of our Audit Committee, Compensation Committee, and Compensation Committee.Nominating and Corporate Governance Committee, as applicable. Our Board considers that a director is independent when the director is not an officer or employee of the Company or its subsidiaries, does not have any relationship which would, or could reasonably appear to, materially interfere with the independent judgment of such director, and the director otherwise meets the independence requirements under the listing standards of the NASDAQNasdaq Stock Market and the rules and regulations of the SEC.

Our Board believes its membersthe director nominees collectively have the experience, qualifications, attributes, and skills required to effectively oversee the management of our Company, including a high degree of personal and professional integrity, an ability to exercise sound business judgment on a broad range of issues, sufficient experience and background to have an appreciation of the issues facing our Company, a willingness to devote the necessary time to their Board and committee duties, a commitment to representing the best interests of the Company and our stockholders and a dedication to enhancing stockholder value.

No Family Relationships 

There are no family relationships between any of our officers and directors.

Board Committees 

The following table provides membership information for each of our Board committees as of June 11, 2021:

** Board Chair         *Lead Independent Director

Audit Committee: The Audit Committee is comprised of four of our independent directors, Paul Saleh (Chair), Gregory A. Haller, Gregory A. Pratt, and Mahvash Yazdi, each of whom can read and understand fundamental financial statements, including our balance sheet, statements of operations, stockholders’ equity and cash flows as required by the rules of the Nasdaq Stock Market. The Audit Committee functions include the retention of our independent registered public accounting firm, reviewing and approving the planned scope, proposed fee arrangements and results of our annual audit, reviewing the adequacy of our accounting and financial controls, reviewing the independence of our independent registered public accounting firm, and oversight of all company compliance matters and Code of Conduct/Ethics matters. Our Board has determined that each Audit Committee member is an “independent director” under the listing standards of the Nasdaq Stock Market and the applicable rules and regulations of the SEC. Our Board has also determined that Audit Committee members Greg Pratt and Paul Saleh are both “audit committee financial experts” within the applicable requirements of the SEC. The Audit Committee is governed by a written charter approved by our Board, a copy of which is available on our website at www.anterix.com.

Compensation Committee:  The Compensation Committee is comprised of four of our independent directors, Gregory A. Pratt (Chair), Hamid Akhavan, Leslie B. Daniels, and Gregory A. Haller. The functions of the Compensation Committee include the approval of the compensation offered to our executive officers, executive development and succession, and oversight of workplace diversity. Our Board has determined that each of Messrs. Akhavan, Daniels, Haller, and Pratt is an “independent director” under the listing standards of the Nasdaq Stock Market and the applicable rules and regulations of the SEC, including the additional requirements that apply to members of the Compensation Committee. In addition, the members of the Compensation Committee each qualify as “non-employee directors” for purposes of Rule 16b-3 under the Exchange Act. The Compensation Committee may delegate authority to one or more members of the Compensation Committee or one or more of our executives of the Company, and may form and delegate authority to one or more subcommittees and one or more committees of executives of the Company, except that the Committee may not delegate authority to approve compensation for our Chief Executive Officer, our Section 16, or our other executive officers to any person or committee (other than to a subcommittee consisting exclusively of at least three members of the Compensation Committee). Our Compensation Committee has the authority to engage the services of any advisor it determines appropriate to assist it in the performance of its functions. The Compensation Committee engaged the services of Korn Ferry, a national executive compensation consulting firm, as its independent compensation consultant, to assist it in evaluating our overall executive and non-executive director compensation program and practices. The Compensation Committee is governed by a written charter approved by our Board, a copy of which is available on our website at www.anterix.com.

Nominating and Corporate Governance Committee: The Nominating and Corporate Governance Committee is comprised of four independent directors—Hamid Akhavan, Leslie B. Daniels, Singleton B. McAllister (Chair), and Mahvash Yazdi. The functions of the Nominating and Corporate Governance Committee include the identification, recruitment, and nomination of candidates for our Board and its committees; making recommendations to our Board concerning the structure, composition, and functioning of our Board and its committees (including the reporting channels through which our Board receives information and the quality and timeliness of the information); developing and recommending to our Board corporate governance guidelines applicable to our Company and annually reviewing and recommending changes (as necessary or appropriate); overseeing the annual evaluation of our Board’s effectiveness and performance; overseeing the development of our ESG Strategy; non-employee director compensation; and periodically conducting an individual evaluation of each director. Our Board has determined that each member of the Nominating and Corporate Governance Committee is an “independent director” under the listing standards of the Nasdaq Stock Market and the applicable rules and regulations of the SEC. The Nominating and Corporate

Governance Committee is governed by a written charter approved by our Board, a copy of which is available on our website at www.anterix.com. 

Strategy Committee:The Strategy Committee is comprised of three independent directors – Leslie B. Daniels (Chair), Singleton McAllister, and Paul Saleh and two employee directors – Morgan O’Brien and Robert Schwartz; The functions of the Strategy Committee include providing input to management in its development of our long-term strategy; evaluating, and making recommendations to management and the Board about, responses to external developments and factors, including changes in our industry, competition, and technology that impact our strategy; providing input to management, as needed, in its development of a customer-facing cybersecurity strategy; reviewing and providing input to management about potential material mergers and acquisitions, combinations, joint ventures, divestitures, and investments; reviewing periodically with management the performance of completed transactions; evaluating whether the Company has sufficient access to capital to carry out its strategy.The Strategy Committee is governed by a written charter approved by our Board, a copy of which is available on our website at www.anterix.com.  

Compensation Committee Interlocks and Insider ParticipationParticipation:: No member of our Compensation Committee has at any time been our employee. Except as set forth herein, none of our executive officers serves, or has served during the last fiscal year, as a member of the board of directors or compensation committee of any other entity that has one or more executive officers serving as a member of our Board or our Compensation Committee.

Code of Business Conduct:  Our Board adopted a code of business conduct that applies to our officers, directors and employees. Among other matters, our code of business conduct is designed to deter unlawful or unethical behavior and to promote the following: 

Any waiver of the code of business conduct for our executive officers, directors or employees may be made only by our Nominating and Corporate Governance Committee and will be promptly disclosed on our website. We have posted a copy of our code of business conduct, and intend to post amendments to this code, on our website at www.pdvwireless.com, as permitted under SEC rules and regulations.

Board Leadership Structure:  Mr. McAuley serves as Chairman of our Board, and Mr. Pescatore serves as our Chief Executive Officer and President.  Our Board has determined that separating the positions of Chief Executive Officer and Chairman of the Board is in the best interests of the Company and its stockholders at this time.  Our Board believes our leadership structure enhances the accountability of our Chief Executive Officer to our Board and encourages balanced decision making.  In addition, our Board believes that this structure provides an environment in which the independent directors are fully informed, have significant input into the content of Board meetings, and are able to provide objective and thoughtful oversight of management.  Our Board also separated the roles in recognition of the differences in responsibilities.  While our Chief Executive Officer is responsible for the day-to-day leadership of the Company, the Chairman of the Board provides guidance to our Board and sets the agenda for Board meetings.  The Chairman of the Board also provides performance feedback on behalf of our Board to our Chief Executive Officer.  Our Board also considered that our Audit, Compensation, and Nominating and Corporate Governance Committees, which oversee critical matters such as the integrity of our financial statements, the compensation of executive management, the selection and evaluation of directors, the development and implementation of corporate governance policies, and the oversight of the Company’s compliance with laws and regulations, each consist entirely of independent directors.  Our Board intends to evaluate from time to time whether our Chief Executive Officer and Chairman positions should remain separate based on what our Board determines is best for the Company and its stockholders.

Board Oversight of Risk:  Our Board is actively involved in the oversight of risks that could affect the Company. Our Board as a whole has responsibility to evaluate and oversee the Company’s risk management policies and procedures, with responsibility of certain areas being assigned to the relevant Board committee. Our Board satisfies this responsibility through reports by each committee chair regarding the committee’s evaluations and recommendations, as well as through regular reports directly from management responsible for oversight of particular risks within the Company. Specifically, our Board committees address the following risk areas:

Our Board encourages management to promote a corporate culture that incorporates risk management into the Company’s day-to-day business operations.

Communications with the Board of Directors:  Our Board desires that the views of the Company’s stockholders will be heard by our Board, its committees or individual directors, as applicable, and that appropriate responses will be provided to stockholders on a timely basis. Stockholders wishing to formally communicate with our Board, any Board committee, the independent directors as a group or any individual director may send communications directly to the Company at pdvWireless, Inc., 3 Garret Mountain Plaza, Suite 401, Woodland Park, New Jersey 07424, Attention:  Corporate Secretary. All clearly marked written communications, other than unsolicited advertising or promotional materials, are logged and copied, and forwarded to the director(s) to whom the communication was addressed. Please note that the foregoing communication procedure does not apply to (i) stockholder proposals pursuant to Exchange Act Rule 14a-8 and communications made in connection with such proposals or (ii) service of process or any other notice in a legal proceeding.

Annual, Board and Committee AttendanceMeetings :  During Fiscal 2016 (the fiscal year ended March 31, 2016), all directors attended at least 75% or more of the aggregate of the meetings of our Board and of each of our Board committees on which they served.  Our Board met five times during Fiscal 2016; the Audit Committee met seven times during Fiscal 2016; the Compensation Committee met six times and acted by written consent nine times during Fiscal 2016; and the Nominating and Corporate Governance Committee met four times during Fiscal 2016. 

Director Attendance at the Annual MeetingMeeting: :  We believe the Annual Meeting provides a good opportunity for our directors to hear any feedback that our stockholders may desire to share with the Company and our Board. As a result, we encourage our directors to attend our Annual Meetings. We will reimburse our directors for the reasonable expenses they may incur in attending the Annual Meeting. All of our directors attended our 2020 annual meeting of stockholders.

Board Meeting:During Fiscal 2021, all directors attended at least 75% or more of the aggregate of our Board meetings and of each of our Board committees on which they served at the time of such meetings. During Fiscal 2021, our Board met eleven times and acted by written consent three times; the Audit Committee met six times and acted by written consent three times; the Compensation Committee met fourteen times and acted by written consent four times; and the Nominating and Corporate Governance Committee met nine times and acted by written consent one time.

Executive SessionsSessions: :  Executive sessions of our independent directors are held at each regularly scheduled meeting of our Board and at other times they deem necessary. Our Board’s policy is to hold executive sessions both with and without the presence of management. Our Board committees also generally meet in executive session at the end of each committee meeting.

General:Stock Ownership Guidelines:All of our executive officers and directors are subject to stock ownership guidelines approved by the Board. Our Chief Executive Officer is required to beneficially own shares of our common stock with a value equal to five times (5x) his base salary. All other executive officers are required to beneficially own shares with a value equal to three times (3x) their base salary. Non-employee Directors are required to beneficially own shares of our common stock with a value equal to three times (3x) the annual cash retainer paid to them for service as a member of our Board. Our executives and directors have five (5) years to achieve their respective stock ownership guideline level from the date of their appointment or promotion. As of the end of Fiscal 2021, each of our executive officers is in compliance with the stock ownership guidelines, and each of our non-employee directors who have been a member of the Board for more than one year is in compliance with the stock ownership guidelines.  

Board Leadership Structure 

With the roles of Executive Chairman and Chief Executive Officer separated between Messrs. O’Brien and Schwartz, our Board believes our leadership structure enhances the accountability of our Chief Executive Officer to our Board and encourages balanced decision-making. In evaluating nomineesaddition, our Board believes that this structure provides an environment in which the independent directors are fully informed, have significant input into the content of Board meetings, and can provide objective and thoughtful oversight of management. Our Board also separated the roles in recognition of the differences in responsibilities. As an additional key element of its leadership structure, our Board appointed Ms. McAllister to serve as Lead Independent Director. While our Chief Executive Officer is responsible for membershipthe day-to-day leadership and operations of the Company, the Executive Chairman of the Board and the Lead Independent Director guide our Board and set the agenda for Board meetings. Our Lead Independent

Director also provides performance feedback on our board's behalf to our Executive Chairman and Chief Executive Officer. Our Board also considered that our Audit, Compensation, and Nominating and Corporate Governance Committee appliesCommittees, which oversee critical matters such as the integrity of our financial statements, the compensation of executive officers, the selection and evaluation of directors, the development and implementation of corporate governance policies, and the oversight of our compliance with laws and regulations, each consist entirely of independent directors. Our Board intends to evaluate from time to time whether our Chief Executive Officer and Board Chairman positions should remain separate based on what our Board membership criteria set forthdetermines is best for the Company and its stockholders.

Director Orientation and Education

Board Development: 
We recognize the importance of having directors with the knowledge necessary to be a collaborative and trusted resource to management. To that end, we have many opportunities for our directors to develop and improve their technical knowledge and corporate governance skill set.

Board Immersion Series: The Company provides a multi-day Board Immersion Series for all Directors to attend within their first six months on the Board to ensure that Directors are sufficiently informed about the business operations, strategy, and risks. This series includes three two-hour sessions entitled: “Power Grid Modernization: The Opportunity and the Market,” “900 MHz Spectrum: Our Solution,” and “Path to Revenue.”

Educational Series: We continue to conduct regular educational programs to provide our Board in-depth knowledge of our technical and business environment.

Board Education Stipend: We provide each director with an annual $5000 stipend for board/governance training related to their roles on the Anterix Board.

NACD Membership: We are members of the National Association of Corporate Directors.
As an NACD member company, our Directors have access to tools, resources, and instructional curricula to continue to mature in corporate governance, including educational events, networking opportunities, resources, and custom board services developed for directors by directors.

Biennial Board Retreat: In late 2021, we will conduct our Corporate Governance Guidelines. Under these criteria,first multi-day in-person Board Retreat focused on long-term strategy and director education.

Board Oversight of Risk

Our Board is actively involved in the Committee takes into account many factors, including an individual’s business experienceoversight of risks that could affect the Company. Our Board has responsibility to evaluate and skills (including skills in coreoversee our risk management policies and procedures, with responsibility for certain areas such as operations, management, technology, accountingbeing assigned to the relevant Board committee. Our Board satisfies this responsibility through reports by each committee chair regarding the committee’s evaluations and finance, capital markets and strategic planning),recommendations, as well as independence, judgment, knowledgethrough regular reports directly from management responsible for oversight of particular risks within the Company. Specifically, our Board committees address the following risk areas:

1.The Compensation Committee is responsible for overseeing the management of risks related to the retention and motivation of our businessexecutives and industry, professional reputation, leadership, integritytheir compensation plans and abilityarrangements.

2.The Audit Committee discusses with management our major financial risk exposures and the steps management has taken to representmonitor and control such exposures. In addition, the best interests ofAudit Committee oversees overall compliance risk and cybersecurity risk.

3.The Nominating and Corporate Governance Committee considers risks related to insider trading, disclosure requirements, and other governance matters relevant to the Company’s stockholders.Company and its operations, including our compliance with the requirements established by the SEC and the Nasdaq Stock Market. In addition, the Nominating and Corporate Governance Committee willoversees ESG risk.

4.The Strategy Committee is responsible for considering and assessing risks associated with our long-term strategy.

Our Board encourages management to promote a corporate culture that incorporates risk management into our day-to-day business operations.

Environmental, Social, and Governance Oversight

As climate change threatens our planet, the transition to clean, renewable energy resources is critical. Our mission focuses directly on that challenge. We know we can impact society through our actions as a company and through our goal of providing private LTE communications infrastructure to the utility industry and beyond. Beyond the impact our mission has on the larger global community, we are committed to driving environmental sustainability, building an inclusive organization that values employee well-being, invests in their careers, and maintains high corporate governance standards.

The Board has delegated primary responsibility for oversight of our ESG strategy to the Nominating and Corporate Governance Committee.  Additionally, the Board receives regular reports on our ESG efforts and related topics and is apprised of our work related to our Code of Conduct, pay equity, and employee engagement, among other areas.

Our ESG Efforts

We are proud to have published our first ESG report this year. The report contains information about our approach to ESG and details our efforts around environmental impact, human capital, social impact, and governance. It also considerprovides further insight into our overarching ESG strategy, which includes a focus on leveraging 900 MHz spectrum solutions to help drive carbon reduction and other sustainability goals associated with assisting our customers in modernizing and protecting the abilityelectric grid; stakeholder engagement on ESG issues as we share our ESG narrative with our investors; the designation of the nomineeNominating and Corporate Governance Committee with oversight responsibility for developing our ESG Strategy; integration of ESG into our purpose and vision; and reporting to representthe Board twice per year on our ESG Strategy progress. You can find our full Environmental Social & Governance Progress Update in the “Investors” section of our website anterix.com. A summary of our ESG work is outlined here.

Driving an Environmentally Sustainable Future

Fueling Environmental Evolution In the Utility Sector:

We are proud that our commitment to deliver transformative broadband to the utility sector supports and aligns with our goal to be a responsible steward of the environment. One of the keys to the nation’s transition to renewable, clean energy sources to help reduce carbon emissions and address global warming is helping utilities develop an updated communications infrastructure to support a modern grid.

As utility operators face growing challenges from more complicated transmission systems and more sophisticated devices are needed to drive significant increases in renewable and distributed energy resources, there is a critical role for private LTE. We are focused on providing more secure, reliable wireless broadband networks that will make the modern smart grid—and the broad transition to renewable energy generation—possible.

Enabling Wildfire Mitigation Technology:

A warmer and drier climate leads to more frequent wildfires and subsequent increases in environmental and societal impacts. Beyond property damage and potential loss of life, wildfires can severely impact the local climate and air quality and lead to harmful exposure for populations in regions hundreds of miles away. When Anterix spectrum is incorporated into a private LTE network and combined with automated methods to de-energize falling electric lines before they hit the ground, we can help prevent wildfires and the related risks to people, property, and the environment.  

Supporting Decarbonization:

As more power is generated via renewable means such as wind and solar, utilities need a more advanced communications infrastructure to support and manage this clean energy transition. Our 900 MHz spectrum as the backbone of our customers’ private LTE networks will advance the reliability and security of the electric grid through a range of broadband-enabled applications and services to help our customers meet their net-zero carbon emissions goals.

Having a Positive Social Impact

Our Values:

At Anterix, we are guided by our core values – Integrity, Courage, Camaraderie, Transformative, and Excellence – that express how we aspire to be when we are at our best.  With these values as the backbone of our corporate culture, we work tirelessly to act as a responsible steward – to our employees, communities, and other stakeholders who rely on us.

Code of Business Conduct (Ethics):

We are committed to governing and operating our business with the highest levels of integrity and ethics. This commitment is reflected through our Code of Business Conduct that applies to our officers, directors, and employees. Among other matters, our code of business conduct is designed to deter unlawful or unethical behavior and to promote the following:

1.Prohibiting conflicts of interest (including protecting corporate opportunities);

2.Protecting our confidential and proprietary information and that of our customers and vendors;

3.Treating our employees, customers, suppliers, and competitors fairly;

4.Encouraging full, fair, accurate, timely, and understandable disclosure;

5.Protecting and properly using company assets;

6.Complying with laws, rules, and regulations (including insider trading laws); and

7.Encouraging the reporting of any unlawful or unethical behavior.

Any waiver of the code of business conduct for our executive officers or directors may be made only by our Audit Committee and will be promptly disclosed on our website. We have posted a copy of our code of business conduct, and intend to post amendments to this code, on our website at www.anterix.com, as permitted under SEC rules and regulations.

Anti-Harassment:

One of our top priorities is to create a culture and environment where every employee is treated with respect, free from any form of discrimination or harassment. The Company has zero-tolerance for inappropriate behavior. As part of our ongoing effort to maintain that culture, all employees must complete mandatory anti-harassment training.

Diversity, Equity, and Inclusion:

We recognize that we can thrive together when all perspectives are honored and all voices are heard. Together as Anterix, we will continue to speak out against racial injustice. Our commitment is to invest and dedicate resources to improve and leverage Diversity, Equity, and Inclusion as a key driver of differentiation and competitive success as we continue to educate and improve as an employer and collectively as employees.

Our Diversity, Equity, and Inclusion Plan includes investing in the next generation of innovative leaders through partnerships with organizations like INROADS and Talent Hue that tap diverse talent from under-represented communities, and DE&I Focused Learning through company-wide interactive Lunch ‘n Learn programs addressing inequities and promoting open discussion.

Employee Health and Safety:

As we continue to manage our business through the global coronavirus crisis proactively, we are focused on taking the right steps to protect our employees’ health and safety. We gathered resources from health experts and the CDC to develop and implement a plan. In addition to adhering to local public health authority guidelines everywhere we operate, we have established a return-to-office task force dedicated to ensuring we proactively implement the right measures to keep our employees safe.  To address the challenges of the pandemic while staying focused on our business goals, we implemented:

Mandatory Work-From-Home For Most Employees

Social Distancing At All Times – No Exceptions

Stringent Sanitizing Measures

Health Screenings & Protocol For Symptomatic Employees

Enhanced Employee Assistance Programs

Frequent Communication And Engagement Activities

Employee Benefits and Training:

We offer our employees a comprehensive and competitive benefits plan. This plan includes medical care options for our employees and their families along with life insurance, parental leave, tuition assistance, Paid Time Off, and a matched 401(k).

In addition to mandatory training on topics such as insider trading, anti-harassment, and our Code of Business Conduct, we provide (and encourage employees to partake in) optional career development, health and wellness, and employee engagement activities and training. 

Communities:

The pandemic has lessened our ability to be out in the community, but not our spirit to help our communities.  This year, at our New Jersey headquarters, we continued our partnership with our non-profit co-tenant, Circle of Care for Families and Children of Passaic County, Inc., which is dedicated to assisting Passaic County multiple-needs children and their families  For the first time, at HQ2 in Mclean VA, we initiated a community support effort in conjunction with Share of Mclean, which assists families in need, including food, clothing, furniture, and emergency funding. Through online gift portals and monetary donations, Anterix and its employees made an impact in our communities.

A Forward-Looking Governance Framework

We seek to maintain high standards of business conduct and corporate governance, which we believe are fundamental to our business’ overall success, serving our stockholders, and maintaining our integrity in the marketplace. In that regard, the Board has adopted a set of Corporate Governance Guidelines to provide a framework for our governance practices. These practices are regularly re-evaluated by the Board’s Nominating and Corporate Governance Committee in light of changing circumstances in order to continue serving the best interests of the Company and its stockholders and to commit sufficient time and attention to the activities of our Board, as well as the absence of any potential conflicts with the Company’s interests.stockholders. The Nominating and Corporate Governance Guidelines address the Role of Board, Board Selection and Composition, Committee does not assign specific weights to particular criteriaStructure, Board Meetings, including Executive Session, Assessment and no particular criterion is necessarily applicable to all prospective nominees. Our Board does not have a formal policy with respect to the diversity of nominees. Rather, our NominatingLeadership Development – Management and Corporate Governance Committee considers Board membership criteria as a wholeDirectors and seeks to achieve diversity of occupational and personal backgrounds, experience and expertise on our Board. Our Board is responsible for selecting candidates for election as directors based on the recommendation of the Nominating and Corporate Governance Committee.

Our Nominating and Corporate Governance Committee and Board of Directors regularly assesses the appropriate size of our Board, and whether any vacancies on our Board are expected due to retirement or otherwise. In the event that vacancies are anticipated, or otherwise arise, the Nominating and Corporate Governance Committee will consider various potential nominees who may come to the attention of the Committee through current Board members, professional search firms, stockholders or other persons. Each potential nominee brought to the attention of the Committee, regardless of who recommended such potential nominee, is considered on the basis of the criteria set forth intopics.  You can also access our Corporate Governance Guidelines.Guidelines, Code of Conduct, and other corporate governance materials, including our certificate of incorporation, bylaws, committee charters, and policies at anterix.com at “Governance Documents.”  You can request copies of these materials from the Assistant Corporate Secretary at the address given under “Contacting Us.”

Cybersecurity:

The cyber-threat landscape is constantly changing. We regularly report to our Board on the cost of mitigating cyber-risks as they pertain to our business goals, strategies, and risk tolerance. Additionally, it is critical that we take action to address these risks, including actively identifying and monitoring our system vulnerabilities and informing investors about material cybersecurity risks and incidents in a timely fashion. Internally, we educate staff on cyber hygiene and enforce good cyber practices. As a responsible cyber-citizen, we take seriously the risk of harm to our employees, contractors, customers, and other stakeholders from any effort to utilize our email, web presence, or other resources as a possible avenue for cyber-attack. We are vigilant in maintaining appropriate protections.

Stockholder Nominees: Communications:

We proactively interact with our stockholders to obtain their feedback on our operations, including meeting with several of our large stockholders regularly.The Nominating We also hosted our second Investor Day event on June 16, 2021, where our CEO, COO, and Corporate Governance Committee will review a reasonable numberCFO shared Anterix’s vision, the great progress we have made to date, and the improvements to our business model over the past several months. We also gave our investors some added insight into the momentum we are experiencing as utilities learn more about the benefits of candidates for director recommended by a single stockholder who has held over 2.0% of the Company’s common stock for over one year and who satisfies the notice, information and consent provisions set forth in the Company’s Amended and Restated Bylaws. private LTE

Our Board desires that the views of our stockholders will use the same evaluation criteriabe heard by our Board, its committees, or individual directors, as applicable, and process for director nominees recommended bythat appropriate response will be provided to stockholders as it uses for other director nominees. There has been no changeon a timely basis. Stockholders wishing to the procedures by which stockholders may recommend nominees to our Board. For information concerning stockholder proposals, see “Stockholder Proposals for 2017 Annual Meeting” below in this Proxy Statement.

formally

The following persons are our executive officers and key employees and hold the positions set forth opposite their names as of June 28, 2016.

See the section entitled “Board of Directors Information” above, for a description of the business experience and educational background of Messrs. McAuley, O’Brien and Pescatore.

Timothy Gray. Mr. Gray joined the Company as Chief Financial Officer in June 2014. From November 2011 to May 2013, Mr. Gray served as Senior Vice President and Chief Financial Officer of MedImmune, Inc., and then served as Senior Vice President of Finance for MedImmune’s Specialty Care Group until November 2013. Mr. Gray also served in various other finance roles at MedImmune since April 2008. Prior to joining MedImmune, Mr. Gray served in finance positions at AOL and Nextel and started his career at Deloitte & Touche LLP. He is also a member of the Audit Committee of the Children’s Inn at the National Institutes of Health. Mr. Gray holds a BBA in Accounting from the University of Notre Dame and is a certified public accountant.

Frank Creede. Mr. Creede has served as our Chief Technical Officer since 2003. He has led the strategy, development and operation of our enterprise focused, carrier grade, mobile applications and cloud services. Mr. Creede is a former board member of the San Diego Tech Coast Angels and an angel investor in over 10 Southern California emerging high tech companies. From 1986 to 2002, Mr. Creede was the Chairman, President and Chief Executive Officer of Logic Innovations, Inc., which he founded and which was acquired by Xyratex Ltd. in 1999. He also founded Staffing Innovations, LLC, a technical contract outsourcing business in 1997, which was acquired in 2012. Mr. Creede is a volunteer mentor at the Chairman’s Roundtable, and a volunteer on the CommNexus NextStage committee. He holds a Bachelor’s of Science Degree in Electrical Engineering from UC Davis and he has completed coursework for the MBA program at San Diego State University.

Leon Frazier. Mr. Frazier became our Chief Sales and Marketing Officer in June 2014. Prior to joining us, he conducted an independent consulting practice since May 2012. In April 2010, he was recruited to start Bloomberg Government Sales and Marketing as Head of Sales and served in that role until May 2012. Mr. Frazier previously served in various roles for Sprint Corporation, including Vice President of Public Sector Business (which included state and local government, education, utilities, healthcare and federal government), and Senior Vice President of Enterprise and Public Sector (which also included construction, manufacturing, professional services and distribution) and Senior Vice President of Enterprise and Public Sector, from September 2005 until his retirement from Sprint in 2008. From 2001 until joining Sprint in 2005, Mr. Frazier was Vice President of Public Sector at Nextel.  During his tenure at Nextel from 1997 until 2005, he designed and implemented a corporation accounts program which was responsible for sales to 375 of the Fortune 500 companies. Mr. Frazier has more than 33 years of experience in the telecommunications industry, starting in 1981 at RCA where he was a Senior Vice President with subsequent positions at General Electric and Mitel Business Telephone Systems, where he was Vice President and General Manager of the North American Division. Mr. Frazier graduated from Virginia Commonwealth University in 1971 with a Bachelor’s Degree in Business Management.

Richard E. Rohmann. Mr. Rohmann is one of our co-founders and is our Secretary and Executive Vice President focused on the development of our technology platform, and has filled such roles since 2004. Mr. Rohmann previously served as a director on our Board, from 2004 until May 2014. Mr. Rohmann was also our President from 1997 until 2003. He designed and developed our first two commercial software products. Mr. Rohmann createdany Board committee, the database schema and user interface for the first commercial version of our series of telecommunications services that enable wireless PTT dictation and documentation from mobile phones. He is a co-inventor on our eleven granted U.S. and international patents. Before co-founding our Company, he served for nine years as Vice President of Operations and Vice President of Asset Management for The Lomas Santa Fe Group, a privately held real estate owner/developer. Prior to that, he served as Vice President and Chief Operating Officer of HomeVest Real Estate Securities, and President of HHC Mortgage Corporation and HHC Management Company, which were real estate syndication affiliates of the former Home Federal S & L. His military service includes 4-1/2 years as an Aircraft Maintenance Officer in the United States Air Force. He

holds an MBA in finance from San Diego State University and a Bachelor’s Degree in Zoology, Mathematics, and Chemistry from the University of Colorado, which he attended as a Boettcher Scholar.

Thomas Sidman. Mr. Sidman joined the Company as our Chief Legal Officer in June 2015. Prior to joining our Company, from 2009 to June 2015, and from 2003 to 2006, Mr. Sidman provided business and strategic consulting and advisory services to domestic and international telecommunications companies. He was a co-founder and served as a senior executive for Cyren Call Communications Corporation from 2006 to 2009. Cyren Call’s principal mission and focus was advocating for and architecting a nationwide advance generation mobile wireless broadband network for priority use by public safety personnel in the United States. Mr. Sidman served as General Counsel of Nextel from October 1994 until early 2001, and thereafter served as Senior Legal Advisor to Nextel until April 2003. Mr. Sidman obtained his undergraduate degree from the University of Virginia with a Bachelor’s Degree in Economics and Psychology. He received his law degree from The University of Virginia School of Law and subsequently, his graduate business degree from The George Washington University.

Robert Schwartz.  Mr. Schwartz joined the Company as Chief Strategy and Development Officer in August 2015.  Prior to joining our Company, beginning in October 2013, Mr. Schwartz served as Chief Executive Officer of STI Brasil, LLC, a company focused on developing shared fiber infrastructure for wireless operators in Brazil.  Prior to STI, from November 2009 to September 2013, Mr. Schwartz served as Managing Director of Unison Site Management, during which Unison acquired and managed cell site easements throughout the United States and sold its site portfolio to American Tower.  From June 2006 to October 2009, Mr. Schwartz was Managing Partner of Woodmont Partners LLC, a strategic consultancy to telecom, media and technology companies including software, mobile and cable companies.  Earlier Mr. Schwartz was Executive Vice President of IDT Telecom from 2001 to 2006, and led Corporate Development, Product Management, and the Mobile Division.  In 1996, Mr. Schwartz joined The Associated Group to launch Teligent, and became Teligent’s Senior Vice President of Corporate Development, leading functions including strategy, capital markets, investor relations and M&A activities through the startup, initial public offering, and the sale to Liberty Media.  Mr. Schwartz also served as Director of Corporate Development at Nextel where he was responsible for supporting key strategy, M&A, and capital markets initiatives, including the strategic investment in Nextel by Craig McCaw’s Eagle River in 1996.  Mr. Schwartz holds an MBA from the Wharton School at the University of Pennsylvania and a Bachelor’s Degree in Business Administration from George Washington University’s School of Government & Business Affairs.

The following table sets forth information about the beneficial ownership of our common stock by (i) each of ourindependent directors and director nominees, (ii) each of our named executive officers named in the Summary Compensation Table under “Executive Compensation,” (iii) all our directors and executive officers as a group and (iv) each person or group known byany individual director may send communications directly to us to own more than 5% of our common stock. The percentages reflect beneficial ownership, as determined in accordance with the SEC’s rules, as of June 20, 2016 and are based on 14,300,790 shares of common stock outstanding as of June 20, 2016. Except as noted below, the address for all beneficial owners in the table below isat Anterix Inc., 3 Garret Mountain Plaza, Suite 401, Woodland Park, New Jersey 07424. 07424, Attention: Chief Legal Officer and Corporate Secretary. Other than unsolicited advertising or promotional materials, all clearly marked written communications are logged, copied, and forwarded to the director(s) to whom the communication was addressed. Please note that the foregoing communication procedure does not apply to (i) stockholder proposals pursuant to Exchange Act Rule 14a-8 and communications made in connection with such proposals or (ii) service of process or any other notice in a legal proceeding.



Hedging and Pledging Policy:

*Represents less than 1% of the number of shares ofWe maintain an Insider Trading Policy that, among other things, prohibits all employees and agents, including our common stock outstanding as of June 20, 2016.

(1)We determined the number of shares of common stock beneficially owned by each person under rules promulgated by the SEC, based on information obtainedofficers, directors, consultants, and independent contractors, or their designees, from Company records and filings with the SEC. In calculating the number of shares beneficially owned by an individual or entity and the percentage ownership of that individual or entity, shares underlying options, warrants or restricted stock units held by that individual or entity that are either currently exercisable or exercisable within 60 days from June 20, 2016 are deemed outstanding. These shares, however, are not deemed outstanding for the purpose of computing the percentage ownership of any other individual or entity. Unless otherwise indicated and subject to community property laws where applicable, the individuals and entities namedengaging in the table above have sole voting and investment power“hedging” transactions with respect to all shares of our common stock shown as beneficially owned by them.

(2)Includes 11,305 shares of common stock held by certain trusts for the benefit of Mr. McAuley’s children of which Mr. McAuley is the trustee and 3,836 shares held by Mr. McAuley’s spouse. Includes 67,500 shares of common stock underlying an option that are all exercisable as of June 10, 2016 at an exercise price of $20.00 per share, with the remaining 67,500 shares vesting in two remaining equal annual installments of 33,750 shares. Also includes 16,250 shares of common stock underlying an option that are all exercisable as of January 29, 2016 at an exercise price of $25.00 per share, with 48,750 additional shares subject to vesting in two remaining equal annual installments.

(3)Includes 7,549 restricted stock units, which are fully vested and which will settle on the earlier of (i) the termination of Mr.securities. O’Brien’s employment with the Company or (ii) May 12, 2017. Includes 67,500 shares of common stock underlying an option that are all exercisable as of June 10, 2016 at an exercise price of $20.00 per share, with the remaining 67,500 shares vesting in two remaining equal annual installments of 33,750 shares. Also 116,250 shares of common stock underlying an option that are all exercisable as of January 29, 2016 at an exercise price of $25.00 per share, with 48,750 additional shares subject to vesting in two remaining equal annual installments.

(4)Includes outstandingThis includes publicly traded options, to purchase 12,985 shares of common stock at an exercise price of $13.25 per share,short sales, puts and 24,158 restricted stock units, which are fully vestedcalls, and which will settle on the earlier of (i) the termination of Mr. Pescatore’s employment with the Company or (ii) May 12, 2017, respectively, and 1,809 shares of common stock held by certain of Mr.

Pescatore’s children.  Includes 150,000 shares of common stock underlying an option that are all exercisable as of June 10, 2016 at an exercise price of $20.00 per share, with 150,000 additional shares subject to vesting in two remaining equal annual installments.

(5)Includes 17,500 shares of common stock underlying an option that are exercisable on August 11, 2016 at an exercise price of $26.59, with 52,500 additional shares subject to vesting in three remaining equal annual installments.  Does not include an unvested option to purchase 30,000 shares of common stock held by Mr. Schwartz at an exercise price of $24.45 per share.

(6)Includes (i) 3,000 shares of common stock held by his family trust of which Mr. Daskalakis has shared dispositive and voting power, (ii) 37,033 shares of common stock held by AMK International, Inc. of which Mr. Daskalakis has shared dispositive and voting power and (iii) an option to purchase 5,000 shares of common stock held by Mr. Daskalakis at an exercise price of $20.00 per share, which is fully vested.

(7)Includes (i) 36,089 shares of common stock held by Northwood Capital Partners, LLC, of which Mr. Schiff has shared dispositive and voting power, (ii) 179,027 shares of common stock held by Northwood Ventures, LLC of which Mr. Schiff has shared dispositive and voting power, (iii) 5,711 shares of common stock held by SK Partners, of which Mr. Schiff has shared dispositive and voting power and (iv) 5,711 shares of common stock held by Southfield Communications, of which Mr. Schiff has shared dispositive and voting power. Also includes an option to purchase 5,000 shares of common stock held by Mr. Schiff at an exercise price of $20.00 per share, which is fully vested.

(8)Includes an option to purchase 5,000 shares of common stock held by Mr. Sites at an exercise price of $20.00 per share, which is fully vested.

(9)Includes an option to purchase 2,500 shares of common stock at an exercise price of $20.00 per share, which is fully vested.

(10)Includes shares of common stock held by Cerberus Institutional Partners V, L.P., Cerberus International II Master Fund, L.P., Cerberus Partners II, L.P. and Cerberus Institutional Partners VI, L.P. We have been informed by the stockholder that Stephen Feinberg, through one or more intermediaries, exercises sole voting and dispositive power over the shares held by Cerberus Institutional Partners V, L.P., Cerberus International II Master Fund, L.P., Cerberus Partners II, L.P and Cerberus Institutional Partners VI, L.P. The address for Cerberus Capital Management, L.P. is 875 Third Avenue, New York, New York 10022.

(11)Includes shares of common stock held by Owl Creek Overseas Master Fund, Ltd., Owl Creek II, L.P., Owl Creek SRI Master Fund, Ltd., Owl Creek Credit Opportunities Master Fund, L.P., and Owl Creek I, L.P., each of which are controlled by Owl Creek Advisors, LLC. Owl Creek Advisors, LLC, is the general partner of each of Owl Creek I, L.P., Owl Creek II, L.P., Owl Creek Overseas Master Fund, Ltd., Owl Creek SRI Master Fund, Ltd., and Owl Creek Credit Opportunities Master Fund, L.P. Owl Creek Asset Management, L.P. is the investment manager with respect to the shares of common stock held by each of Owl Creek I, L.P., Owl Creek II, L.P., Owl Creek Overseas Master Fund, Ltd., Owl Creek SRI Master Fund, Ltd., and Owl Creek Credit Opportunities Master Fund, L.P. Jeffrey A. Altman is the managing member of the general partner of Owl Creek Asset Management, L.P. and is the managing member of Owl Creek Advisors, LLC. We have been informed by the stockholder that Jeffrey A. Altman, Owl Creek Asset Management, L.P. and Owl Creek Advisors, LLC each disclaim any direct ownership of the shares held by the stockholders. The address for Owl Creek Asset Management, L.P. is 640 Fifth Avenue, 20th Floor, New York, NY 10019.

(12)PIMCO BRAVO Fund II, L.P. is the sole member of FIE II LLC. PIMCO GP XII, LLC is the sole general partner of PIMCO BRAVO Fund II, L.P. Pacific Investment Management Company LLC, or PIMCO, is the sole manager of PIMCO GP XII, LLC and has ultimate voting and investment control over the shares held by FIE II LLC, but disclaims beneficial ownership except to the extent of its pecuniary interest therein. PIMCO is an indirect subsidiary of Allianz SE, which is a publicly held company in Germany. The address for FIE II LLC is 650 Newport Center Drive, Newport Beach, California 92660.

(13)TSSP Sub-Fund HoldCo LLC, is the sole member of TOP III SPV GP, LLC, a Delaware limited liability company, which is the manager of PBB Investments I, LLC, a Delaware limited liability company, which directly holds 1,323,415 shares of common stock of the Company. Because of TSSP Sub-Fund HoldCo’s relationship to the PBB Investments I, LLC, TSSP Sub-Fund HoldCo may be deemed to beneficially own the shares.  TSSP Sub-Fund HoldCo is managed by its board of directors, whose members are David Bonderman, James G. Coulter and Alan Waxman. Messrs. Bonderman, Coulter and Waxman disclaim beneficial ownership of the shares except to the extent of their pecuniary interest therein.  The address for Sub-Fund HoldCo is c/o TPG Global, LLC, 301 Commerce Street, Suite 3300, Fort Worth, Texas 76102.

(14)Includes shares of common stock held by Great American Insurance Company and Great American Life Insurance Company. Each of Great American Life Insurance Company and Great American Insurance Company is a wholly owned subsidiary of American Financial Group, Inc. The board of directors of American Financial Group, Inc. consists of Carl H. Linder III, S. Craig Linder, Kenneth C. Ambrecht, John B. Berding, Joseph E. Consolino, Virginia C. Drosos, James E. Evans, Terry S. Jacobs, Gregory G. Joseph, William W. Verity and John Von Lehman who exercise voting and investment control over the shares held by the stockholder. The address for Great American is 301 East 4th Street, Cincinnati, Ohio 45202.

(15)Includes shares of common stock held by QVT Fund V LP, QVT Fund IV LP, and Quintessence Fund LP. Each of QVT Fund IV LP, QVT Fund V LP and Quintessence Fund L.P. are managed by their general partner, QVT Financial GP LLC. QVT Financial LP is the investment manager of each Quintessence Fund L.P., QVT Fund IV LP and QVT Fund V LP and shares voting and investment control over the securities held by Quintessence Fund L.P., QVT Fund IV LP and QVT Fund V LP. QVT Financial GP LLC is the general partner of QVT Financial LP and as such has complete discretion in the management and control of the business affairs of QVT Financial LP. We have been advised by the stockholder that the managing members of QVT Financial GP LLC are Daniel Gold, Nicholas Brumm, Arthur Chu and Tracy Fu and that each of Daniel Gold, Nicholas Brumm, Arthur Chu and Tracy Fu disclaims beneficial ownership of the securities held by Quintessence Fund L.P., QVT Fund IV LP and QVT Fund V LP. The address for QVT Financial LP is 1177 Avenue of the Americas, 9th Floor, New York, New York 10036.

Changes in Control:  We are not aware of any, nor arehedging transactions. In addition, we a party to, arrangements, including any pledge by any personalso restrict pledging of our securities the operation of which may atas collateral for a subsequent date resultloan or holding our securities in margin accounts; subject, however, to certain limited exceptions, including transactions pursuant to a change of control of us.

Section 16(a) Beneficial Ownership Reporting Compliance:  Section 16(a) oftrading plan that complies with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, requires our executive officers and directors and persons who beneficially own more than 10% of our common stock to file initial reports of beneficial ownership and reports of changes in beneficial ownership with the SEC. Such persons are required by SEC regulations to furnish us with copies of all Section 16(a) forms filed by such persons. Based solely on a review of copies of reports provided to the Company pursuant to Rule 16a-3(e) of the Exchange Act and representations of such reporting persons, the Company believes that during Fiscal 2016, such SEC filing requirements were satisfied.amended.

The Company awards stock options and restricted stock units to its employees meeting certain eligibility requirements under plans approved by its stockholders in 2004, 2010 and 2014, referred to as the “2004 stock option plan”, “2010 stock option plan,” and “2014 stock option plan”, respectively. The following table summarizes our compensation plans under which our equity securities are authorized for issuance as of March 31, 2016: 

(1)Does not include 261,971 restricted stock units.

The following tables summarize information concerning the compensation awarded to, earned by, or paid for services rendered in all capacities by our named executive officers during Fiscal 2016 (the fiscal year ended March 31, 2016) and Fiscal 2015 (the fiscal year ended March 31, 2015).  As an emerging growth company, our named executive officers include:  John C. Pescatore, our principal executive officer, and Morgan E. O’Brien and Robert Schwartz, our two most highly compensated executive officers (other than our principal executive officer) who were serving as executive officers at the end of Fiscal 2016.  In addition, as an emerging growth company, we have elected to adopt the reduced compensation disclosure requirements permitted under the JOBS Act.  As a result, we have not included a compensation discussion and analysis section discussing the compensation of our executive officers or proxy proposals seeking approval, on an advisory basis, of the compensation of our named executive officers or seeking approval for the frequency at which we would include the advisory vote in our proxy statement.

Historically, we have been engaged in the development and sale of mobile resource management applications. In June 2014, we completed a private placement financing in which we raised net proceeds of approximately $202.0 million to fund our acquisition of spectrum licenses and certain other assets from Sprint Corporation and to deploy a nationwide dispatch network.  In connection with this financing, we completed a recapitalization of our company and begin to hire a number of our executive officers and key employees. In September 2014, we secured the necessary FCC approvals and completed our acquisition of the spectrum licenses and related assets from Sprint.  In February 2015, we became a public reporting company and listed our common stock for trading on the NASDAQ Stock Market.  We have commenced launching push-to-talk (“PTT”) networks in major markets throughout the United States.  At the same time, we are pursuing a number of spectrum opportunities and initiatives, including but not limited to, a FCC regulatory process aimed at the realignment of our spectrum to be able to deploy broadband technologies to enterprises.

Our Compensation Committee reviews and approves all compensation decisions relating to our executive officers, including our named executive officers, and oversees and administers our executive compensation program.  Our independent directors acting as a Special Committee established by the Board of Directors effectively served as the compensation committee and approved a number of compensation decisions during Fiscal 2015 in connection with the recapitalization of the Company and our June 2014 private placement financing.   

Our Compensation Committee is focused on designing a compensation program that attracts, retains, and incentivizes talented executives, motivates them to achieve our key financial, operational, and strategic goals, and rewards them for superior performance. It is also focused on ensuring that our compensation program aligns our executive officers’ interests with those of our stockholders by rewarding their achievement of specific corporate and individual performance goals. 

In June 2014, our independent directors acting as a Special Committee established our initial executive compensation program, consisting of:  (i) an annual base salary; (ii) a performance-based cash award plan consisting of an annual cash bonus based on the achievement of company and individual performance goals approved by the special committee; and (iii) a long-term equity award plan consisting of the grant of time-based stock options.  We were a private company at this time, and had just completed a recapitalization and the private placement in which we raised funds to purchase our 900 MHz spectrum.  As a result, the compensation offered to our executive officers reflected our recapitalization and the fact that many of our executive officers and key employees were new hires and received their initial equity awards upon joining our company. 

In preparation for becoming a publicly traded company in early 2015, the Compensation Committee retained Arthur J. Gallagher & Co. to evaluate our compensation program and the compensation we offered to our executive officers following the recapitalization of the Company and our June 2014 private placement.  Arthur J. Gallagher & Co. also assisted the Compensation Committee in designing an executive severance plan for our executive officers and other key employees, including evaluating the severance terms offered by a peer group of newly public telecomm and technology companies. 

In August 2015, the Compensation Committee retained Pearl Meyer & Partners, LLC, as its independent compensation consultant, to assist it in selecting an appropriate peer group of public companies for purposes of executive compensation and to evaluate our compensation program and the compensation levels we currently offer to our executive officers.  Based on our peer group and the advice of Pearl Meyer, the Compensation Committee determined that the equity awards issued to our executive officers under our long-term equity award plan should be changed to a combination of time-based and performance-based equity awards.  In January 2016, the Compensation Committee issued time-based and performance-based equity awards to our executive officers.  Although these equity awards were granted during Fiscal 2016 and are included in the compensation tables below, the Compensation Committee granted these equity awards as the long-term equity award component of the compensation our executive officers will receive for Fiscal 2017 (the fiscal year ended March 31, 2017). 

The following table summarizes information concerning the compensation awarded to, earned by, or paid for services rendered in all capacities by our named executive officers during Fiscal 2016 and Fiscal 2015. The compensation described in this table does not include medical, group life insurance, or other benefits which are available generally to all of our salaried employees.  

(1)Bonus of 10% of salary for submission and filing of the registration statement that was declared effective on January 26, 2015 pursuant to the terms of the financial documents with the investors who participated in the Company’s June 2014 private placement.

(2)These amounts represent the grant date fair value of equity-based awards granted by the Company during the periods presented, determined in accordance with FASB ASC Topic 718. All awards are amortized over the vesting life of the award. For the assumptions used in our valuations, see “Note 11 – Stock Acquisition Rights, Stock Options and Warrants” of our notes to the consolidated financial statements in our Annual Report on Form 10-K for the year ended March 31, 2016, filed with the SEC on June 13, 2016.

(3)Amount does not include 19,373 performance-based restricted stock units with performance criteria that were considered not probable to be met as of March 31, 2016.  If the performance criteria are achieved, the value of the performance-based restricted stock units will be $500,017.

(4)Amount of gross-ups during Fiscal 2016 for payroll tax liabilities related to restricted stock deferred compensation.

(5)Represents payment of deferred compensation.

(6)Amount does not include 50,000 performance-based stock options with performance criteria that were considered not probable to be met as of March 31, 2016.  If the performance criteria are achieved, the value of the performance-based stock options will be $477,733.

(7)Mr. Schwartz was not a named executive officer for Fiscal 2015.

(8)Represents consulting payments prior to full time employment by the Company.

The compensation program established for the Company’s executive officers consisted of the following elements for Fiscal 2016 and Fiscal 2015:

Base Salary:  The base salaries of our named executive officers depend on their job responsibilities, the market rate of compensation paid by companies in our industry for similar positions, our financial position, and the strength of our business performance. Base salaries provide a fixed means of compensation in order to attract and retain talented executive officers.

Performance-Based Cash Awards:  As part of our compensation program, our executive officers and other key employees are eligible to participate in a performance-based cash award program. The annual performance-based cash awards are based on the executive officer’s individual performance and the Company’s actual performance compared to the corporate goals approved by the Compensation Committee. Following the end of each fiscal year, the Compensation Committee is responsible for determining the

bonus amount payable to an executive officer based on that executive officer’s individual performance during the fiscal year and its determination of the Company’s actual performance compared to the corporate goals established for that fiscal year.

Long-Term Equity Awards:  Equity ownership by our executive officers and key employees encourages them to create long-term value and aligns their interests with those of our stockholders.  During Fiscal 2015, our executive compensation program provided for the issuance of time-based stock options under our 2014 Stock Plan.  The stock option awards issued in Fiscal 2015 reflected our recapitalization and the fact that many of our executive officers and key employees were new hires and received their initial equity awards upon joining our company in Fiscal 2015. 

The Compensation Committee elected not to grant equity awards to our executive officers and key employees at the beginning of Fiscal 2016.   In August 2015, the Compensation Committee retained Pearl Meyer & Partners, LLC, as its independent compensation consultant.  Based on an evaluation of our peer group and the advice of Pearl Meyer, the Compensation Committee determined that the equity awards issued to our executive officers under our long-term equity award plan should be changed to a combination of time-based and performance-based equity awards.  In January 2016, the Compensation Committee issued time-based and performance-based equity awards to our executive officers.  Although these equity awards were granted during Fiscal 2016 and are included in the compensation tables below, the Compensation Committee granted these equity awards as the long-term equity award component of the compensation our executive officers will receive for Fiscal 2017.   

Specifically, the Special Committee or the Compensation Committee approved the following compensation during Fiscal 2016 and Fiscal 2015 for our named executive officers:

John C. Pescatore, President and Chief Executive Officer:  Mr. Pescatore’s salary did not increase in Fiscal 2016.  In Fiscal 2015, his salary increased from $200,000 to $350,000 effective as of July 1, 2014.  In June 2015, Mr. Pescatore received $105,000 related to his target bonus which was set at 100% of his base salary, in connection with the June 2014 private placement. During Fiscal 2016, Mr. Pescatore received 19,373 restricted stock units that vest over four (4) years, with 25% vesting on January 13, 2017, and the remainder of the restricted units vesting in three equal annual installments thereafter.  In addition, Mr. Pescatore received 19,373 performance-based stock units.  The performance-based stock units will vest in full upon attainment of the performance goals.  Performance is based upon achievement, prior to January 13, 2020, of (A) a Final Order from the FCC providing for the creation and allocation of licenses for spectrum in the 900 MHz band consisting of paired blocks of contiguous spectrum, each containing at least 3 MHz of contiguous spectrum, authorized for broadband wireless communications uses and (B) the lack of objection by the Company’s Board of Directors to the terms and conditions  (including, but not limited to, the rebanding, clearing and relocation procedures, license assignment and award mechanisms, and technical and operational rules) set forth or referenced in the Final Order.

In Fiscal 2015, in connection with the June 2014 private placement, Mr. Pescatore was granted a stock option to purchase 300,000 shares of our common stock with an exercise price equal to $20.00 per share. 25% of the option shares vested on June 10, in each of 2015 and 2016, and the remainder of the option shares will vest in two equal annual installments thereafter.  Finally, pursuant to the terms of the registration rights agreement we entered into with the investors who participated in the June 2014 private placement, Mr. Pescatore received a bonus from the Company in the amount of $35,000 (10% of his base salary during Fiscal 2015) because of the submission and filing of the registration statement that was declared effective on January 26, 2015.

Morgan E. O’Brien, Vice Chairman:  Mr. O’Brien’s salary was increased from $200,000 to $300,000 on April 1, 2015 and increased from $0 to $200,000 effective as of June 10, 2014.  In June 2015, Mr. O’Brien received $75,000 related to his target bonus which was set at 75% of his base salary in connection with the June 2014 private placement. During Fiscal 2016, Mr. O’Brien was granted a stock option to purchase 50,000 shares of our common stock with an exercise price equal to $25.81 per share.  25% of the option shares will vest on January 13, 2017, and the remainder of the option shares will vest in three equal annual installments thereafter.  In addition, Mr. O’Brien was granted a performance-based stock option to purchase 50,000 shares of our common stock with an exercise price equal to $25.81 per share.  The option shares will vest in full upon attainment of the performance goals.  Performance is based upon achievement, prior to January 13, 2020, of (A) a Final Order from the FCC providing for the creation and allocation of licenses for spectrum in the 900 MHz band consisting of paired blocks of contiguous spectrum, each containing at least 3 MHz of contiguous spectrum, authorized for broadband wireless communications uses and (B) the lack of objection by the Company’s Board of Directors to the terms and conditions  (including, but not limited to, the rebanding, clearing and relocation procedures, license assignment and award mechanisms, and technical and operational rules) set forth or referenced in the Final Order.

Additionally, in connection with the June 2014 private placement, he was granted a stock option to purchase 135,000 shares of our common stock with an exercise price equal to $20.00 per share. 25% of the option shares vested on June 10, in each of 2015 and 2016, and the remainder of the option shares will vest in two equal annual installments thereafter. On January 29, 2015, Mr. O’Brien was granted a stock option to purchase 165,000 shares of our common stock with an exercise price equal to $25.00 per share. 100,000 of the option shares vested upon grant, 25% of the remaining 65,000 option shares vested on January 29, 2016 and the

remainder of the option shares will vest in three annual installments thereafter. The grant was made to reflect Mr. O’Brien joining the Company as an executive officer on a full-time basis in Fiscal 2015.

Robert Schwartz, Chief Strategy and Development Officer:  Mr. Schwartz’s salary was set at $250,000, effective as of his hiring on August 3, 2015.  His target bonus eligibility was set at 40% of his base salary upon his employment by the Company.  Additionally, he was granted a stock option to purchase 70,000 shares of our common stock with and exercise price equal to $26.59 per share.  25% of the option shares will vest on August 3, 2016, and the remainder of the option shares will vest in three equal annual installments thereafter.  On February 23, 2016, Mr. Schwartz was also granted a stock option to purchase 30,000 shares of our common stock with an exercise price equal to $24.45 per share.  25% of the option shares will vest on February 23, 2017, and the remainder of the option shares will vest in three equal annual installments thereafter. 

The following table sets forth information regarding outstanding equity awards held by our named executive officers at March 31, 2016.