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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Securities Exchange Act of 1934

(Amendment (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

Airgain, Inc.

(Name of Registrant as Specified in itsIn Its Charter)

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

Payment of Filing Fee (Check the appropriate box)all boxes that apply):

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3611 Valley Centre Drive, Suite 150

San Diego, CA 92130

NOTICE OF ANNUAL MEETING OF

STOCKHOLDERS AND PROXY STATEMENT

Notice of 2022 Annual Meeting of Stockholders and Proxy Statement

Dear Stockholder:

The 20202022 annual meeting of stockholders of Airgain, Inc. will be held on Thursday,Wednesday, June 25, 2020,22, 2022, at

9:00 a.m., Pacific Time, via a live webcast for the following purposes, as more fully described in the accompanying proxy statement:

We have elected to take advantage of Securities and Exchange Commission rules that allow companies to furnish proxy materials to their stockholders by providing access to these documents on the Internet instead of mailing printed copies. Those rules allow a company to provide its stockholders with the information they need, while lowering the costs of delivery and reducing the environmental impact of the annual meeting. Most of our stockholders will not receive printed copies of our proxy materials unless requested, but instead will receive a notice with instructions on how they may access and review our proxy materials on the Internet and how they may cast their vote via the Internet. If you would like to receive a printed or e-mail copy of our proxy materials, please follow the instructions for requesting the materials in the Notice of Internet Availability that is being sent to you.

As noted above, due to the COVID-19 pandemic for the safety of all of employees and stockholders and taking into account recent federal, state and local guidance that has been issued, our annual meeting will be a virtual meeting of stockholders, which will be conducted solely by remote communication via a live webcast. There will not be a physical meeting location and stockholders will not be able to attend the annual meeting in person. This means that you can attend the annual meeting online, vote your shares during the online meeting, and submit questions for consideration at the online meeting. To be admitted to the annual meeting'smeeting’s live webcast, you must register at www.proxydocs.com/AIRG by 5:2:00 p.m. EasternPacific Time, on Tuesday, June 23, 2020, or the Registration Deadline,20, 2022, (the "Registration Deadline") as described in the Internet notice or the proxy materials or your proxy card.materials. As part of the registration process you must enter the Control Number shown onincluded in your Internet notice, your proxy card.card or on the instructions that accompanied your proxy materials. After completion of your registration by the Registration Deadline further instructions, including a unique link to access the annual meeting, will be emailed to you.

The foregoing items of business are more fully described in the accompanying proxy statement, which forms a part of this notice and is incorporated herein by reference. Our board of directors has fixed the close of business on April 27, 2020,25, 2022, as the record date for the determination of stockholders entitled to notice of and to vote at the annual meeting or any adjournment or postponement thereof.

Accompanying this notice

It is a proxy card.important that your shares be represented regardless of the number of shares you may hold. Whether or not you expect to attend our virtual annual meeting, please complete, sign, and date the enclosed proxy card and return it promptly, or complete and submit your proxy via phone or the Internet in accordance with the instructions provided on the enclosed proxy card. Ifwe urge you plan to attend our annual meeting via live webcast and wish to vote your shares personally,as soon as possible via the toll-free telephone number or over the Internet, as described in the Notice of Internet Availability and enclosed proxy materials. If you received a copy of the proxy card by mail, you may sign, date and mail the proxy card in the enclosed return envelope. Promptly voting your shares will ensure the presence of a quorum at the annual meeting and will save us the expense of further solicitation. Submitting your proxy now will not prevent you from voting your shares at the annual meeting if you desire to do so, at any time before theas your proxy is voted.revocable at your option. For specific voting instructions, please refer to the information provided in the accompanying proxy statement and in the Notice of Internet Availability.

All stockholders are cordially invited to attend the meeting via a live webcast. We appreciate your continued support of the Company.

San Diego, California

April 29, 2020

Your vote is important. Please vote your shares whether or not you plan to attend the meeting.

Table of Contents

TABLE OF CONTENTS

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3611 Valley Centre Drive, Suite 150

San Diego, CA 92130

PROXY STATEMENT FOR THE 2020 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON THURSDAY, JUNE 25, 2020Proxy Statement for the 2022 Annual Meeting of Stockholders to Be Held on Wednesday, June 22, 2022

The board of directors of Airgain, Inc. (the "Board") is soliciting the enclosed proxy for use at the annual meetingAnnual Meeting of stockholdersStockholders to be held on Thursday,Wednesday, June 25, 2020,22, 2022, at 9:00 a.m., Pacific Time.Time (the "2022 Annual Meeting"). The annual meeting2022 Annual Meeting will be a completely virtual meeting, which will be conducted via a live webcast. Prior registration to attend the annual meeting2022 Annual Meeting at www.proxydocs.com/AIRG is required by 5:2:00 p.m. Eastern, Pacific Time, on Tuesday, June 23, 2020, or the Registration Deadline.

20, 2022 (the "Registration Deadline").

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be Held on Wednesday, June 25, 2020:

22, 2022:

This proxy statement and our Annual Report on Form 10-K for the year ended December 31, 2021 (the “2021 Annual Report”) are available electronically at proxydocs.com/www.proxydocs.com/AIRG.

GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

General Information About the 2022 Annual Meeting and Voting

Why did you send me thisam I receiving these proxy statement?materials?

We sent youhave prepared these proxy materials, including this proxy statement and the enclosed proxy card because our board of directorsBoard is soliciting your proxy to vote at the 2020 annual meeting2022 Annual Meeting of stockholders. This proxy statement summarizes information related to your vote at the annual meeting.2022 Annual Meeting. All stockholders who find it convenient to do so are cordially invited to attend the annual meeting2022 Annual Meeting via live webcast. However, you do not need to attend the meeting to vote your shares. Instead, you may simply complete, sign, and return the enclosed proxy card or complete and submit your proxy via phone or the Internet in accordance with the instructions provided onin the Notice of Internet Availability of Proxy Materials or, if you requested printed copies of the proxy materials by mail, complete, sign, and return the enclosed proxy card.

We intend to begin mailingNotice of Internet Availability of Proxy Materials.

As permitted by Securities and Exchange Commission ("SEC") rules, we are making this proxy statement and our 2021 Annual Report available to our stockholders electronically via the attached notice of annual meeting, and the enclosed proxy card onInternet. On or about May 22, 2020,10, 2022, we will mail to our stockholders a Notice of Internet Availability of Proxy Materials (the “Internet Notice”) containing instructions on how to access this proxy statement and our 2021 Annual Report and vote online. If you received an Internet Notice by mail, you will not receive a printed copy of the proxy materials in the mail unless you specifically request them. Instead, the Internet Notice instructs you on how to access and review all of the important information contained in the proxy statement and 2021 Annual Report. The Internet Notice also instructs you on how you may submit your proxy over the Internet. If you received an Internet Notice by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials contained on the Internet Notice. We encourage our stockholders to take advantage of record entitledthe availability of the proxy materials on the Internet to help reduce the environmental impact of our annual meetings and reduce the cost to us associated with the printing and mailing of materials.

Printed Copies of Our Proxy Materials.

If you received printed copies of our proxy materials, then instructions regarding how you can vote atare contained on the annual meeting.proxy card included in the materials.

How can I attend the annual meeting?2022 Annual Meeting?

This year's annual meetingyear’s 2022 Annual Meeting will be accessible through the Internet via a live webcast. Prior registration to attend the annual meeting by the Registration Deadline at www.proxydocs.com/AIRG is required. We adopted a virtual format for our annual meeting in light2022 Annual Meeting considering of the on-going developments related to the COVID-19 pandemic, and governmental decrees that in-person gatherings be postponed or canceled, and in the best interests of public health and the health and safety of our stockholders, directors, and employees.

You are entitled to participate in the annual meeting2022 Annual Meeting if you were a stockholder as of the close of business on our record date of April 27, 2020,25, 2022, or hold a valid proxy for the meeting. To be admitted to the annual meeting's2022 Annual Meeting’s live webcast, you must register at www.proxydocs.com/AIRG by the Registration Deadline as described in these proxy materials. As part of the registration process you must enter the Control Number shown on your Internet Notice, your proxy card.card, or on the instructions that accompanied your proxy materials. If your shares are held in “street name,” you should contact your bank or broker to obtain your Control Number or otherwise vote through the bank or broker. After completion of your registration by the Registration Deadline, further instructions, including a unique link to access the annual meeting,2022 Annual Meeting, will be emailed to you.

This year'syear’s stockholders’ question and answer session will include questions submitted electronically during the annual meeting.2022 Annual Meeting. Our virtual meeting will be governed by our Rules of Conduct and Procedures that will be available on the meeting portal when activated prior to the meeting start time and for duration of the meeting. The Rules of Conduct and Procedures will address the ability of stockholders to ask questions during the meeting including rules on permissible topics and rules for how questions and comments will be recognized and disclosed to meeting participants.

Who can vote at the annual meeting?2022 Annual Meeting?

Only stockholders of record at the close of business on the record date for the 2020 annual meeting,2022 Annual Meeting, April 27, 2020,25, 2022, are entitled to vote at the annual meeting.2022 Annual Meeting. At the close of business on this record date, there were 9,696,55710,189,236 shares of our common stock outstanding. Common stock is our only class of stock entitled to vote.

Stockholders of Record: Shares Registered in Your Name

If, on the record date, your shares were registered directly in your name with the transfer agent for our common stock, American Stock Transfer & Trust Company, then you are a stockholder of record. As a stockholder of record, you may vote at the annual meeting2022 Annual Meeting if you attend online or vote by proxy. Whether or not you plan to attend the annual meeting2022 Annual Meeting online, we encourage you to vote by proxy via the Internet, by telephone, or by mail, as instructed below to ensure your vote is counted.

Beneficial Owners: Shares Registered in the Name of a Broker or Bank

If, on the record date, your shares were held in an account at a brokerage firm, bank, dealer, or other similar organization, then you are the beneficial owner of shares held in “street name” and this Internet Notice or these proxy materials are being forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the annual meeting.2022 Annual Meeting. As a beneficial owner you have the right to direct your broker or other agent on how to vote the shares in your account. As discussed above, if you are a street name stockholder, you are invited to attend and vote your shares at the annual meeting2022 Annual Meeting online so long as you register at www.proxydocs.com/AIRG by the Registration Deadline. However, since you are not the stockholder of record, you may not vote your shares online at the annual meeting unless yoube required to request and obtain a valid proxy from your broker, bank, or other agent.

agent in order to vote your shares online at the meeting, after following all instructions provided after your successful registration.

What am I voting on?

There are twofour proposals scheduled for a vote:

Proposal 1: To elect twothree directors to serve as Class IIII directors for a three-year term to expire at the 20232025 annual meeting of stockholders.

Proposal 2: To consider and vote upon the ratification of the appointment of KPMGGrant Thornton LLP as our independent registered public accounting firm for the year ending December 31, 2020.2022.

Proposal 3: To consider and vote upon, on an advisory basis, the compensation of our named executive officers as disclosed in this proxy statement pursuant to the compensation disclosure rules of the SEC.

Proposal 4: To consider and vote upon, on an advisory basis, whether the stockholder vote to approve the compensation of the named executive officers as required by Section 14A(a)(2) of the Securities Exchange Act of 1934, as amended, should occur every one, two or three years.

How many votes do I have?

Each share of our common stock that you own as of April 27, 2020,25, 2022, entitles you to one vote.

How do I vote?

With respect to the election of directors, you may either vote “For” the nominees to the board of directorsBoard or you may “Withhold” your vote for any nominee to the board of directorsBoard that you specify. With respect to the ratification of the appointment of KPMGGrant Thornton LLP as our independent registered public accounting firm, you may vote “For”, “Against”“For,” “Against,” or “Abstain” from voting.With respect to the advisory vote on the compensation of our named executive officers, you may vote “For” or “Against” or abstain from voting. With respect to the advisory vote on whether the stockholder vote to approve the compensation of our named executive officers should occur every one, two or three years, you may vote for “one year,” “two years” or “three years” or abstain from voting.

Stockholders of Record: Shares Registered in Your Name

If you are a stockholder of record, there are several ways for you to vote your shares. Whether or not you plan to attend the meeting,virtual 2022 Annual Meeting, we urge you to vote by proxy prior to the 2022 Annual Meeting to ensure that your vote is counted.

Beneficial Owners: Shares Registered in the Name of a Broker, Bank, or Other Agent

If you are a beneficial owner of shares registered in the name of your broker, bank, or other agent, you should have received a proxy card and voting instructions with these proxy materials from that organization rather than directly from us. Please check with your bank, broker, or other agent and follow the voting instructions they provide to vote your shares. Generally, you have three options for returning your proxy.

May I revoke my proxy?

If you give us your proxy you may revoke it at any time before it is exercised. You may revoke your proxy in any one of the three following ways:

Your most recent proxy card or telephone or Internet proxy is the one that is counted. Your attendance at the Annual Meeting by itself will not revoke your proxy.

If your shares are held in street name, you may change or revoke your voting instructions by following the specific directions provided to you by your bank or broker, or you may vote virtually at the Annual Meeting by obtaining a legal proxy from your bank or broker and submitting the legal proxy along with your ballot at the Annual Meeting.

What constitutes a quorum?

The presence at the annual meeting,2022 Annual Meeting, whether by attendance or by proxy, of holders representing a majority of our outstanding common stock as of April 27, 2020,25, 2022, or 4,848,2795,094,619 shares, constitutes a quorum at the meeting, permitting us to conduct our business.

What vote is required to approve each proposal?

Proposal 1: Election of Directors. The twothree nominees who receive the most “For” votes (among votes properly cast at the annual meeting2022 Annual Meeting or by proxy) will be elected. Only votes “For” will affect the outcome.

Proposal 2: Ratification of Independent Registered Public Accounting Firm. The ratification of the appointment of KPMGGrant Thornton LLP must receive “For” votes from the holders of a majority in voting power of the votes cast affirmatively or negatively on the proposal. Only votes “For” or “Against” will affect the outcome.

Proposal 3: Approval of the Compensation of the Named Executive Officers. The approval of the compensation of the named executive officers must receive “For” votes from a majority of the voting power of the votes cast affirmatively or negatively on the proposal. Only votes “For” or “Against” will affect the outcome.

Proposal 4: Frequency of Stockholder Vote on Executive Compensation. The alternative which receives the most votes (among votes properly cast at the annual meeting or by proxy) will be the stockholders’ recommendation, on an advisory basis, of the frequency of the stockholder vote on executive compensation.

Voting results will be tabulated and certified by the inspector of election appointed for the annual meeting.

2022 Annual Meeting.

How will my shares be voted if I do not specify how they should be voted?

If you are a stockholder of record and you indicate when voting on the Internet or by telephone that you wish to vote as recommended by the Board, then your shares will be voted at the annual meeting2022 Annual Meeting in accordance with the Board’s recommendation on all matters presented for a vote at the annual meeting.2022 Annual Meeting. Similarly, if you sign and return a proxy card but do not indicate how you want to vote your shares for a particular proposal or for all of the proposals, then for any proposal for which you do not so indicate, your shares will be voted in accordance with the Board’s recommendation.

If you are a beneficial owner of shares held in street name and do not provide the organization that holds your shares with specific voting instructions, then the organization that holds your shares may generally vote your shares in their discretion on “routine” matters but cannot vote on “non-routine” matters. If the organization that holds your shares does not receive instructions from you on how to vote your shares on a non-routine matter, that organization will inform the inspector of election that it does not have the authority to vote on that matter with respect to your shares. This is generally referred to as a “broker non-vote.”

What is the effect of withheld votes, abstentions, and broker non-votes?

Shares of common stock held by persons attending the virtual annual meeting2022 Annual Meeting but not voting and shares represented by proxies that reflect withheld votes or abstentions as to a particular proposal will be counted as present for purposes of determining the presence of a quorum. Abstentions are not an affirmative or negative vote on a proposal, so abstaining does not count as a vote cast and has no effect for purposes of determining whether our stockholders have ratified the appointment of KPMGGrant Thornton LLP, our independent registered public accounting firm. or whether our stockholders have approved the compensation of the named executive officers. The election of directors isand advisory vote on the frequency of the stockholder vote on executive compensation are determined by a plurality of votes cast, so a “Withhold” vote will not be counted in determining the outcome of such proposal.proposals.

Shares represented by proxies that reflect a “broker non-vote” will be counted as present for purposes of determining the presence of a quorum exists. As discussed above, a “broker non-vote” occurs when a nominee holding shares for a beneficial owner has not received instructions from the beneficial owner and does not have discretionary authority to vote the shares for certain non-routine matters. With regard to the election of directors, the advisory vote to approve the compensation of the named executive officers and the advisory vote regarding the frequency of the stockholder vote to approve the compensation of the named executive officers, which isare considered a non-routine matter,matters, broker non-votes if any, will not be counted as votes cast and will have no effect on the result of the vote. However, ratification of the appointment of KPMGGrant Thornton LLP is considered a routine matter on which a broker or other nominee has discretionary authority to vote. Accordingly, no broker non-votes will likely result from this proposal.

How does the Board recommend that I vote?

The Board recommends that you vote:

If you vote via the Internet, by telephone, or sign and return the proxy card by mail but do not make specific choices, your shares, as permitted, will be voted as recommended by our board of directors.Board. If any other matter is presented at the annual meeting,2022 Annual Meeting, your proxy will vote in accordance with his or her best judgment. As of the date of this proxy statement we know of no matters that neededneed to be acted on at the annual meeting,2022 Annual Meeting, other than those discussed in this proxy statement.

Who is paying the costs of soliciting these proxies?

We will pay all costs of soliciting these proxies. Our directors, officers, and other employees may solicit proxies in person or by mail, telephone, fax, or email. We will not pay our directors, officers, and other employees any additional compensation for these services. We will ask banks, brokers, and other institutions, nominees, and

fiduciaries to forward these proxy materials to their principals and to obtain authority to execute proxies. We will then reimburse them for their expenses. Our costs for forwarding proxy materials will not be significant.

We intend to file a proxy statement and WHITE proxy card with the SEC in connection with its solicitation of proxies for our 2023 annual meeting. Stockholders may obtain our proxy statement (and any amendments and supplements thereto) and other documents as and when filed by the Company with the SEC without charge from the SEC’s website at: www.sec.gov.

How do I obtain ana 2021 Annual Report on Form 10-K?Report?

If you would like a copy of our 2021 Annual Report on Form 10-K for the year ended December 31, 2019, that we filed with the Securities and Exchange Commission, or the SEC on February 28, 2020,March 21, 2022, we will send you one without charge. Please write to:

Airgain, Inc.

3611 Valley Centre Drive, Suite 150

San Diego, CA 92130

Attn: Corporate Secretary

All of our SEC filings are also available free of charge in the “Investors—SEC Filings” section of our website at www.airgain.com.

www.airgain.com.

How can I find out the results of the voting at the annual meeting?2022 Annual Meeting?

Preliminary voting results will be announced at the annual meeting.2022 Annual Meeting. Final voting results will be published in our current report on Form 8-K to be filed with the SEC within four business days after the annual meeting.2022 Annual Meeting. If final voting results are not available to us in time to file a Form 8-K within four business days after the meeting, we intend to file a Form 8-K to publish preliminary results and, within four business days after the final results are known to us, file an additional Form 8-K to publish the final results.

PROPOSAL 1:

ELECTION OF DIRECTORS

Proposal 1: Election of Directors

Our board of directorsBoard is divided into three classes, with one class of our directors standing for election each year, generally for a three-year term. Directors for each class are elected at the annual meeting of stockholders held in the year in which the term for their class expires and hold office until the third annual meeting following election and until such director’s successor is elected and qualified, or until such director’s earlier death, resignation, or removal. As detailed in the section below, the current composition of our board of directorsBoard is as follows: Class I consists of Tzau-Jin Chung and James K. Sims; Class II consists of Joan H. Gillman and Arthur M. Toscanini; and Class III consists of Kiva A. Allgood, Thomas A. Munro, and Jacob Suen.

At this meeting twothree nominees for director are to be elected as Class IIII directors for a three-year term expiring at our 20232025 annual meeting of stockholders and until their successors are duly elected and qualified. The nominees, who were recommended for nomination by the nominating and corporate governance committee of our board of directors,Board, are Tzau-Jin ChungKiva A. Allgood, Thomas A. Munro, and James K. Sims.Jacob Suen. The Class II directors have two years remaining on their term of office and the Class I directors have one year remaining on their termsterm of office and the Class III directors have two years remaining on their terms of office.

If no contrary indication is made, proxies in the accompanying form are to be voted for Mr. ChungSuen, Ms. Allgood, and Mr. SimsMunro, or in the event that Mr. ChungSuen, Ms. Allgood, or Mr. SimsMunro is not a candidate or is unable to serve as a director at the time of the election (which is not currently expected), for any nominee who is designated by our board of directorsBoard to fill the vacancy. Each of Mr. ChungSuen, Ms. Allgood, and Mr. SimsMunro is currently a member of our board of directors.

Board.

All of our directors bring to the board of directorsBoard significant leadership experience derived from their professional experience and service as executives or board members of other corporations and/or private equity and venture capital firms. The process undertaken by the nominating and corporate governance committee in recommending qualified director candidates is described below under “Director“Board Diversity and Director Nomination Process.” Certain individual qualifications and skills of our directors that contribute to the board of directors’Board's effectiveness as a whole are described in the following paragraphs.

Information Regarding Directors

The information set forth below as to the directors and nominees for director has been furnished to us by the directors and nominees for director:

Nominees for Election to the Board of Directors

James K. Simshas served as our chairmanChair of the board of directorsBoard since November 2003. He served as our Chief Executive Officer from March 2019 to August 2019, and as our interim Chief Executive Officer from May 2018 to March 2019, and as our Executive ChairmanChair from October 2018 to March 2019. Mr. Sims has served as the ChairmanChair and Chief Executive Officer of GEN3 Partners, a consulting company that specializes in science-based technology development, since 1999, and as Managing Partner of its affiliated private equity investment fund, GEN3 Capital, LLP, since 2005. In 2017 Mr. Sims was the founding partner of Silicon Valley Data Capital. Mr. Sims founded Silicon Valley Data Science in 2012 where he is currently the Chairman. Mr. Sims also founded Cambridge Technology Partners in 1991, where he held the position of Chief Executive Officer. Prior to Cambridge Technology Partners, Mr. Sims also founded Concurrent Computer Corporation. Mr. Sims currently serves on the board of directors of various private companies including EPAY Systems, Inc., where he is currently the Chairman of the board,Board, Connections 365, Inc., and Bright Volt, Inc. He has previously served on the boardsboard of directors of public companies including Cambridge Technology Partners, Electronic Data Systems Corporation, and RSA Security, Inc., where he was the Chairman, and Electronic Data Systems Corporation. Chair.

Mr. Sims’ extensive experience as a director of numerousseveral public and private companies, as well as his extensive experience as a founder and venture capital investor in the technology industry, contributed to our board of directors’Board's conclusion that he should serve as a director of our company.Company.

TJ Chung has served on our board of directorsBoard since October 2018. Mr. Chung is currently a Senior Partner at Core Industrial Partners LLC, a private equity firm investing in North American lower middle-market industrial and

manufacturing businesses, a position he has held since July 2017. From January 2013 until his retirement in May 2016, Mr. Chung served as Chief Executive Officer of Teletrac Navman, a leading global SaasSoftware as a Service provider of commercial telematics solutions. From July 2007 to December 2012, Mr. Chung was Chief Executive Officer of Navman Wireless. Previously Mr. Chung served as President of the New Technologies Division of Brunswick Corporation from 2002 to 2007. Prior to that he served as Chief Strategy Officer of Brunswick Corporation and Senior Vice President of Brunswick Corporation’s Mercury Marine Division. Before joining Brunswick Corporation Mr. Chung was an executive at Emerson Electric. Mr. Chung currently serves on the boards of directors of Littelfuse, Inc. and MCBC Holdings, Inc. Mr. Chung earned his BS in science, electrical and computer engineering from the University of Texas at Austin. He also holds an MS in computer science from North Carolina State University and an MBA from the Fuqua School of Business at Duke University.

Mr. Chung’s extensive experience as an operating executive in the telecommunication, wireless, and technology industries contributed to our board of directors'Board's conclusion that he should serve as a director of our company.Company.

Members of the Board of Directors Continuing in Office

Joan H. Gillmanhas served on our board of directorsBoard since November 2016. Ms. Gillman has served as Executive Vice President and Chief Operating Officer of Time Warner Cable Media from September 2006 to June 2016. She first joined Time Warner Cable as a new product and marketing consultant in January 2004 and served from May 2005 to September 2006 as Vice President of Interactive TV and Advanced Advertising. Prior to Time Warner Cable Ms. Gillman served in senior executive roles at OpenTV Corporation, British Interactive Broadcasting Holdings Limited, and Physicians’ Online Inc. She has also held two of the top senior roles in the Officeoffice of then U.S. Senator Chris Dodd—State Director and Legislative Director. Ms. Gillman currently serves on the board of directors

of Centrica PLC, InterDigital, Inc., Cumulus Media Inc., and The Jesuit Volunteer Corp. She has previously served on the boards of directors of various private companies, industry associations, and not-for-profits;not-for-profits, including the College of the Holy Cross, the CityParks Foundation, National Cable Communications LLC, and the Interactive Advertising Bureau.

Ms. Gillman’s extensive experience as an operating executive in the cable and technology industries, as well as her service as a director of numerousseveral public and private companies, contributed to our board of directors'Board's conclusion that she should serve as a director of our company.Company.

Arthur M. Toscaninihas served on our board of directorsBoard since 2005. Mr. Toscanini is the Chief Financial Officer of GEN3 Partners, a position he has held since 2000. Prior to GEN3 Partners he was Chief Financial Officer with Cambridge Technology Partners from 1991 to 2000 where he served as the Chief Financial Officer.2000. Mr. Toscanini also served as Vice President and Controller of Concurrent Computer Corporation from 1986 to 1991. Prior to Concurrent Computer Corporation, he worked at Perkin-Elmer Data Systems Group. Mr. Toscanini currently serves on the board of directors of EPAY Systems. He holds a BA in accounting from Pace University and an MA in management from Monmouth University.

Mr. Toscanini’s extensive knowledge of our business and experience as a chief financial officer contributed to our board of directors’Board's conclusion that he should serve as a director of our company.Company.

Thomas A. Munro has served on our board of directors since 2004. Mr. Munro is the Chief Executive Officer of Verimatrix, Inc., an internet security technology company, a position he has held since April 2005. Prior to Verimatrix Mr. Munro was the President of Wireless Facilities from 2001 to 2003 and Chief Financial Officer from 1997 to 2001. Previously he was the Chief Financial Officer of Precision Digital Images from 1994 to 1995 and MetLife Capital Corporation from 1992 to 1994. Mr. Munro currently serves on the board of directors of BandwidthX, Inc., a private company, and previously served on the boards of directors of private companies Kineticom, Inc. and CommNexus. Mr. Munro holds a BA in business and an MBA from the University of Washington. Mr. Munro’s extensive knowledge of our business and history and experience in the wireless technology industry contributed to our board of directors’ conclusion that he should serve as a director of our company.

Jacob Suen has served on our board of directors and as Chief Executive Officer since August 2019 and as our President since January 2019. He previously served as our Senior Vice President, Worldwide Sales from May 2017 through January 2019. Mr. Suen started with the company in April 2006 as the Vice President of Asia Pacific Sales. He previously served as the Director of Business Development from 1998 to 2005 at Paradyne Corporation.  Prior to Paradyne Mr. Suen was a development engineer at GVN Technologies in 1998.  From 1997 to 1998 Mr. Suen was a software development engineer for Motorola Incorporation.  Mr. Suen holds an MS in Electrical Engineering with a concentration in Communication Systems and a minor in Engineering Management from the University of South Florida.  Mr. Suen has his MBA with a focus on International Business and Entrepreneurship from the University of Colorado. Mr. Suen’s extensive knowledge of and experience at our business contributed to our board of directors’ conclusion that he should serve as a director of our company.

Board Independence

Our board of directorsBoard currently consists of sixseven members. Our board of directorsBoard has determined that all of our directors are independent directors within the meaning of the applicable Nasdaq Stock Market LLC, or Nasdaq, listing standards, except for Mr. Sims, our chairman of the board of directorsChair, and Mr. Suen, our President and Chief Executive Officer and President.Officer. The Nasdaq independence definition includes a series of objective tests, including that the director is not, and has not been for at least three years, one of our employees and that neither the director nor any of his family members has engaged in various types of business dealings with us. In addition, as required by Nasdaq rules, our board of directorsBoard has made a

subjective determination as to each independent director that no relationships exist which, in the opinion of our board of directors,Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In making these determinations our board of directorsBoard reviewed and discussed information provided by the directors and us with regard to each director’s business and

personal activities and relationships as they may relate to us and our management. There are no family relationships among any of our directors or executive officers.

Board Leadership Structure

Our board of directorsBoard is currently led by its chairman,Chair, James K. Sims. Our board of directorsBoard recognizes that it is important to determine an optimal board leadership structure to ensure the independent oversight of management as the companyCompany continues to grow.

In May 2018 Mr. Sims was appointed as our interim Chief Executive Officer and continued to serve as the chairman of our board of directors. From March through August 2019, Mr. Sims was appointed and served as our permanent Chief Executive Officer. The board of directors believed that Mr. Sims’ service as both chairman of the board of directors and Chief Executive Officer was in the best interest of the company and its stockholders at the time. On August 8, 2019, the board of directors appointed Jacob Suen, as our Chief Executive Officer and a member of our board of directors in addition to his role as President.

Pursuant to our Corporate Governance Guidelines the boardBoard determines the best board leadership structure for our companyCompany from time to time. As part of our annual board self-evaluation process, we evaluate our leadership structure to ensure that the board continues to believe that it provides the optimal structure for our companyCompany and stockholders. We recognize that different board leadership structures may be appropriate for companies in different situations. We believe our current leadership structure is the optimal structure for our companyCompany at this time.

Each of the directors, other than Messrs. Sims and Suen, is independent, and the boardBoard believes that the independent directors provide effective oversight of management. Moreover, in addition to feedback provided during the course of boardBoard meetings, the independent directors have regular executive sessions. Following an executive session of independent directors, the independent directors communicate with Mr. Suen directly regarding any specific feedback or issues, provide Mr. Suen with input regarding agenda items for boardBoard and boardBoard committee meetings, and coordinate with Mr. Suen regarding information to be provided to the independent directors in performing their duties. The boardBoard believes that this approach appropriately and effectively complements the combined Chief Executive Officer/Director structure.

Role of Board in Risk Oversight Process

Our board of directorsBoard has responsibility for the oversight of the company’sCompany’s risk management processes and—and, either as a whole or through its committees—committees, regularly discusses with management our major risk exposures, their potential impact on our business, and the steps we take to manage them. The risk oversight process includes receiving regular reports from board committees and members of senior management to enable our board of directorsBoard to understand the company’sCompany’s risk identification, risk management, and risk mitigation strategies with respect to areas of potential material risk, including operations, finance, legal, regulatory, strategic, and reputational risk.

The audit committee reviews information regarding liquidity and operations and oversees our management of financial risks. Periodically the audit committee reviews our policies with respect to risk assessment, risk management, loss prevention, and regulatory compliance. Oversight by the audit committee includes direct communication with our external auditors and discussions with management regarding significant risk exposures and the actions management has taken to limit, monitor, or control such exposures. The compensation committee is responsible for assessing whether any of our compensation policies or programs has the potential to encourage excessive risk-taking. While each committee is responsible for evaluating certain risks and overseeing the management of such risks, the entire board of directorsBoard is regularly informed through committee reports about such risks. Matters of significant strategic risk are considered by our board of directorsBoard as a whole.

Board of Directors Meetings

During 20192021 our board of directorsBoard met seveneight times, including telephonic meetings. In that year2021 each director attended at least 75% of the total number of meetings held during such director’s term of service by the board of directorsBoard and with the exception of Ms. Gillman on the Nomination and Corporate Governance Committee, each committee of the board of directorsBoard on which such director served.

Board Committees and Independence

Our board of directorsBoard has established three standing committees—audit, compensation, and nominating and corporate governance—each operating under a charter that has been approved by our board of directors.Board. The table below provides current committee membership information for each of the Board committees.

Audit Committee

The audit committee’s main function is to oversee our accounting and financial reporting processes and the audits of our financial statements. This committee’s responsibilities include, among other things:

Our board of directorsBoard has determined that all of the members of the audit committee are independent directors under the applicable rules and regulations of Nasdaq and by Rule 10A-3 of Securities and Exchange Act of 1934, as amended, or the Exchange Act. In addition, all members of our audit committee meet the requirements for financial literacy under the applicable rules and regulations of the SEC and Nasdaq. Our board of directorsBoard has determined that Mr. Toscanini is an “audit committee financial expert” as defined by applicable SEC rules and has the requisite financial sophistication as defined under the applicable Nasdaq rules and regulations. Both our external auditor and internal financial personnel meet privately with the audit committee and have unrestricted access to this committee. The

audit committee operates under a written charter that satisfies the applicable standards of the SEC and Nasdaq, which the audit committee will review and evaluate at least annually.

Compensation Committee

The compensation committee approves or recommends to our board of directors,Board, policies and programs relating to compensation and benefits of our officers and employees. The compensation committee (a) approves or recommends to our board of directors,Board annual corporate goals and objectives relevant to the compensation of our Chief Executive Officer and other

executive officers, (b) evaluates the performance of these officers in light ofrelative to those goals and objectives, and (c) approves or recommends to our board of directors,Board the compensation of these officers, based on such evaluations. The compensation committee alsoand (d) approves or recommends to our board of directors,Board the issuance of stock options and otherequity awards under our equity plan.

Our board of directorsBoard has determined that all members of the compensation committee are independent under the applicable rules and regulations of Nasdaq relating to compensation committee independence.independence and “non-employee directors” as defined in Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended. The compensation committee operates under a written charter which the compensation committee will review and evaluate at least annually.

Nominating and Corporate Governance Committee

The nominating and corporate governance committee is responsible for assisting our board of directorsBoard in discharging the board’sits responsibilities regarding the identification of qualified candidates to become board members of our Board, the selection of nominees for election as directors at our annual meetingsmeeting of stockholders (or special meetingsmeeting of stockholders at which directors are to be elected), and the selection of candidates to fill any vacancies on our board of directorsBoard and any committees thereof. In addition, the nominating and corporate governance committee is responsible for overseeing our corporate governance policies, as well as, reporting and making recommendations to our board of directorsBoard concerning governance matters and oversight of the evaluation of our board of directors.

Board, and concerning environmental, social, and governance (ESG) matters and initiatives.

Our board of directorsBoard has determined that all members of the nominating and corporate governance committee are independent under the applicable rules and regulations of Nasdaq. The nominating and corporate governance committee operates under a written charter which the nominating and corporate governance committee will review and evaluate at least annually.

Audit Committee Report

The audit committee oversees the company’s financial reporting process on behalf of our board of directors. Management has the primary responsibility for the financial statements and the reporting process, including the systems of internal controls. In fulfilling its oversight responsibilities the audit committee reviewed the audited financial statements in the company’s annual report with management, including a discussion of any significant changes in the selection or application of accounting principles, the reasonableness of significant judgments, the clarity of disclosures in the financial statements, and the effect of any new accounting initiatives.

The audit committee reviewed with KPMG LLP, who is responsible for expressing an opinion on the conformity of the company’s audited financial statements with generally accepted accounting principles, its judgments as to the quality, not just the acceptability, of the company’s accounting principles, and such other matters as are required to be discussed with the audit committee under generally accepted auditing standards and the matters listed in Public Company Accounting Oversight Board Auditing Standard No. 1301, Communications with Audit Committees. In addition the audit committee has discussed with KPMG LLP, its independence from management and the company, has received from KPMG LLP the written disclosures and the letter required by applicable requirements of the Public Company Accounting Oversight Board regarding KPMG LLP’s communications with the audit committee concerning independence and has considered the compatibility of non-audit services with the auditors’ independence.

The audit committee met with KPMG LLP to discuss the overall scope of its services, the results of its audit and reviews, and the overall quality of the company’s financial reporting. KPMG LLP, as the company’s independent registered public accounting firm, also periodically updates the audit committee about new accounting developments and their potential impact on the company’s reporting. The audit committee’s meetings with KPMG LLP were held with and without management present. The audit committee is not employed by the company, nor does it provide any expert assurance or professional certification regarding the company’s financial statements. The audit committee relies, without independent verification, on the accuracy and integrity of the information provided, and representations made, by management and the company’s independent registered public accounting firm.

In reliance on the reviews and discussions referred to above, the audit committee has recommended to the company’s board of directors that the audited financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 2019.

The audit committee and the company’s board of directors have recommended, subject to stockholder approval, the ratification of the appointment of KPMG LLP as the company’s independent registered public accounting firm for 2020.

This report of the audit committee is not “soliciting material,” shall not be deemed “filed” with the SEC, and shall not be incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent that we specifically incorporate this information by reference, and shall not otherwise be deemed filed under such acts.

The foregoing report has been furnished by the audit committee.

Compensation Committee Interlocks and Insider Participation

None of the members of our compensation committee during 20192021 has ever been one of our officers or employees. None of our executive officers currently serves, or has served, as a member of the board of directorsBoard or compensation committee of any entity that has one or more executive officers serving as a member of our board of directorsBoard or compensation committee.

Board Diversity and Director Nomination Process

Director Qualifications

Our nominating and corporate governance committee is responsible for reviewing with the board of directors,Board, on an annual basis, the appropriate characteristics, skills, and experience required for the board of directorsBoard as a whole and its individual members. In evaluating the suitability of individual candidates (both new candidates and current members), the nominating and corporate governance committee, in recommending candidates for election, and the board of directors,Board, in approving (and, in the case of vacancies, appointing) such candidates, will take into account manyconsider factors, including the following:

Currently our board of directorsBoard evaluates each individual in the context of the board of directorsBoard as a whole, with the objective of assembling a group that can best maximize the success of the business and represent stockholder interests through the exercise of sound judgment using its diversity of experience in these various areas. Four of the seven members of our current Board are either female or self-identify as members of an underrepresented community.

Other than the foregoing there are no stated minimum criteria for director nominees, although the nominating and corporate governance committee may also consider such other factors as it may deem to be in the best interests of our companyCompany and our stockholders. The nominating and corporate governance committee does, however, believe it appropriate for at least one, and preferably, several members of our board of directorsBoard to meet the criteria for an

“audit “audit committee financial expert” as defined by SEC rules, and that a majority of the members of our board of directorsBoard meet the definition of “independent director” under Nasdaq qualification standards. The nominating and corporate governance committee also believes it is appropriate for our President and Chief Executive Officer and President to serve as a member of our board of directors.Board.

The following Board Diversity Matrix presents our Board diversity statistics in accordance with Nasdaq Rule 5606, as self-disclosed by our directors:

Identification and Evaluation of Nominees for Directors

The nominating and corporate governance committee identifies nominees for director by first evaluating the current members of our board of directorsBoard willing to continue in service. Current members with qualifications and skills that are consistent with the nominating and corporate governance committee’s criteria for board of director service and who are willing to continue in service are considered for re-nomination while, at the same time,

balancing the value of continuity of service by existing members of our board of directorsBoard with that of obtaining a new perspective or expertise.

If any member of our board of directorsBoard does not wish to continue in service, or if our board of directorsBoard decides not to re-nominate a member for re-election, or if the board of directorsBoard decides to expand the size of the board;Board, the nominating and corporate governance committee identifies the desired skills and experience of a new nominee in light of the criteria above. The nominating and corporate governance committee generally polls our board of directorsBoard and members of management for their recommendations. The nominating and corporate governance committee may also review the composition and qualification of the boards of directors of our competitors and may seek input from industry experts or analysts. The nominating and corporate governance committee reviews the qualifications, experience, and background of the candidates. Final candidates are interviewed by the members of the nominating and corporate governance committee and by certain of our other independent directors and executive management. In making its determinations the nominating and corporate governance committee evaluates each individual in the context of our board of directorsBoard as a whole, with the objective of assembling a group that can best contribute to the success of our companyCompany and represent stockholder interests through the exercise of sound business judgment. After review and deliberation of all feedback and data, the nominating and corporate governance committee makes its recommendation to our board of directors.  Historically the nominating and corporate governance committee has not relied on third-party search firms to identify director candidates. The nominating and corporate governance may in the future choose to do so in those situations where particular qualifications are required or where existing contacts are not sufficient to identify an appropriate candidate.

Board.

The nominating and corporate governance committee evaluates nominees recommended by stockholders in the same manner as it evaluates other nominees. We have not received director candidate recommendations from our stockholders and we do not have a formal policy regarding consideration of such recommendations. However, any recommendations received from stockholders will be evaluated in the same manner that potential nominees suggested by members of our board of directors,Board, management, or other parties are evaluated.

Under our amended and restated bylaws, a stockholder wishing to suggest a candidate for director should write to our corporate secretary and provide such information about the stockholder and the proposed candidate as is set forth in our amended and restated bylaws and as would be required by SEC rules to be included in a proxy statement. In addition, the stockholder must include the consent of the candidate and describe any arrangementsarrangement or undertakings between the stockholder and the candidate regarding the nomination. In order to give the nominating and corporate governance committee sufficient time to evaluate a recommended candidate and include the candidate in our proxy statement for the 20212023 annual meeting, the recommendation should be received by our corporate secretary at our principal executive offices in accordance with our procedures detailed in the section below entitled “Stockholder Proposals.”

"

Director Attendance at Annual Meetings

Although we do not have a formal policy regarding attendance by members of our board of directorsBoard at our annual meeting, we encourage all of our directors to attend. No memberAll members of our board of directorsBoard at the time virtually attended our annual meeting of stockholders in 2019.

2021.

Communications with our Board of Directors

Stockholders seeking to communicate with our board of directorsBoard should submit their written comments to our corporate secretary, Airgain, Inc., 3611 Valley Centre Drive, Suite 150, San Diego, CA 92130. The corporate

secretary will forward such communications to each member of our board of directors;Board; provided that, if in the opinion of our corporate secretary it would be inappropriate to send a particular stockholder communication to a specific director, such communication will only be sent to the remaining directors (subject to the remaining directors concurring with such opinion).

Prohibition Against Pledging and Hedging

We maintain an Insider Trading Compliance Policy that prohibits our officers, directors, and employees pledging our stock as collateral to secure loans and from engaging in hedging transactions, including zero-cost collars and forward sale contracts. It further prohibits margin purchases of our stock, short sales of our stock, and any transactions in puts, calls, or other derivative securities involving our stock.

Corporate Governance

Our company’sCompany’s Code of Business Conduct and Ethics, Corporate Governance Guidelines, Audit Committee Charter, Compensation Committee Charter, and Nominating and Corporate Governance Committee Charter are available, free of charge, on our website at www.airgain.com.Please note, however, that the information contained on the website is not incorporated by reference in, or considered part of, this proxy statement. We will also provide copies of these documents as well as our company’sCompany’s other corporate governance documents, free of charge, to any stockholder upon written request to Airgain, Inc., 3611 Valley Centre Drive, Suite 150, San Diego, CA 92130, Attention: Corporate Secretary.

Director Compensation

Our board of directorsBoard has approved a compensation policy for our non-employee directors. The non-employee director compensation policy provides for annual retainer fees and long-term equity awards for our non-employee directors. Pursuant to the terms of the non-employee director compensation policy, each non-employee director, other than the Chair, will receive an annual retainer of $32,000. During 2020, from and after February 9, 2020,In 2021, our chairmanChair of the boardBoard received an annual retainer of directors will receive a cash retainer for his service as the non-employee chairman$175,000. Commencing in 2022, our Chair of the board for the remainderBoard receives an annual retainer of 2020, based on an annualized rate of $240,000 per year. Commencing in 2021 our chairman of the board of directors will receive an additional $26,500 annual retainer.$58,500. Non-employee directors serving as the chairsChairs of the audit, compensation,Audit, Compensation, and nominatingNominating and corporate governance committeesCorporate Governance Committees will receive additional annual retainers of $16,000, $10,600, and $8,000, respectively. Non-employee directors serving as members of the audit, compensation,Audit, Compensation, and nominatingNominating and corporate governance committeesCorporate Governance Committees will receive additional annual retainers of $8,000, $5,300 and $4,000, respectively.

Each non-employee director who is newly elected or appointed to the board of directorsBoard will also receive, effective on the date of such election or appointment (or such other date specified by the board of directors)Board), (1) an initial grant of options to purchase a number of shares of our common stock having a value of $50,000, calculated as of the date of grant in accordance with the Black-Scholes option pricing model (utilizing the same assumptions that we utilize in preparation of our financial statements and the thirty-day trailing average trading price of our common stock preceding the date of grant, or the Thirty-Day Trailing Average, plus (2) such number of restricted stock units as is determined by dividing (A) $50,000 by (B) the Thirty-Day Trailing Average, which initial awards will vest in substantially equal installments on each of the first three anniversaries of the date of grant. All of a non-employeeNon-employee director’s initial awards shall vest in full immediately prior to the occurrence of a change in control, to the extent outstanding at such time.

Each non-employee director will receive an annual award on the first trading day in February of each year of (1) a number of stock options having a value of $30,000 (with the award to the chairpersonChair of the board of directorsBoard having a value of $45,000), calculated as of the date of grant in accordance with the Black-Scholes option pricing model (utilizing the same assumptions that we use in preparation of our financial statements and the Thirty-Day Trailing Average), plus (2) such number of restricted stock units as is determined by dividing (A) $30,000 (with the award to the chairpersonChair of the board of directorsBoard having a value of $45,000) by (B) the Thirty-Day Trailing Average, which annual awards will vest on the first anniversary of the date of grant. All of a non-employee director’s annual awards shall vest in full immediately prior to the occurrence of a change in control, to the extent outstanding at such time.

In addition, the non-employee director compensation policy contains an ownership guideline so thatrequiring members of the board of directors are requiredBoard to own shares with a value of at least three times the then-current annual retainer on or before September 30, 2021, or, if later,retainer. A newly appointed director is subject to this guideline within three years after the director’s first appointment to the board of directors. Board. Compensation under our compensation policy is subject to the annual limits on non-employee director compensation set forth in our 2016 Incentive Award Plan, referred to herein as the 2016 Plan. Our board of directorsBoard or its authorized committee may modify the non-employee director compensation policy from time to time in the exercise of its business judgment, taking into accountconsidering such factors circumstances and considerationscircumstances as it shall deem relevant from time to time, subject to the annual limit on non-employee director compensation set forth in the 2016 Plan. As provided in the 2016 Plan, our board of directorsBoard or its authorized committee may make exceptions to this limit for individual non-employee directors in extraordinary circumstances, as the board of directorsBoard or its authorized committee may determine in its discretion, provided that the non-employee director receiving such additional compensation may

not participate in the decision to award such compensation or in other compensation decisions involving non-employee directors.

Mr. Suen, who serves as our President and Chief Executive Officer President, and a member of our board of directorsBoard receives no additional compensation for his service as a director.

Following his appointment as interim Chief Executive Officer in May 2018, Mr. Sims was generally not entitled to any additional fees or other compensation for serving as a member of the board, including any fees or equity grants in accordance with our non-employee director compensation policy, although the equity awards previously granted to him in connection with his service as a member of our board of directors will continue to vest based on his service as Chief Executive Officer. Effective February 1, 2020, in connection with his termination of employment with us and return to his status as non-executive chairman of the board of directors effective February 9, 2020, Mr. Sims again became available to receive the compensation under our non-employee director compensation policy and received the automatic annual equity awards described above in February 2020.  Subject to his remaining as a member of our board of directors, Mr. Sims' will receive a cash retainer for his service as the non-employee chairman of the board of directors for the remainder of 2020, based on an annualized rate of $240,000 per year. His annual cash retainer thereafter will be determined in accordance with our non-employee director compensation policy described above. The compensation received by Mr. Sims for his service as chairman of the board of directors, interim Chief Executive Officer, Chief Executive Officer and Advisor to the Chief Executive Officer during 2019 is presented in “Executive Compensation—Summary Compensation Table.”

The following table sets forth information for the year ended December 31, 2019,2021, regarding the compensation awarded to, earned by, or paid to our non-employee directors who served on our boardBoard during 2021:

(1)Amounts reflect the full grant-date fair value of stock awards and stock options granted during 2021 computed in accordance with Accounting Standards Codification, or ASC, Topic 718, rather than the amounts paid to or realized by the named individual. We provide information regarding the assumptions used to calculate the value of all option awards made to our directors in Note 10 to the financial statements included in our 2021 Annual Report filed with the SEC on March 21, 2022.

(2)Ms. Allgood was appointed to the Board effective July 2021. The total dollar value of her fees are prorated to reflect the portion of the year during 2019:which she served on the Board.

The table below shows the aggregate numbers of restricted stock unit and stock option awards held by each non-employee director listed in the table above outstanding at December 31, 2019:2021:

Vote Required; Recommendation of the Board of Directors

If a quorum is present and voting at the annual meeting,2022 Annual Meeting, directors shall be elected by a plurality of votes cast, meaning that the nominees receiving the highest number of shares voted “For” their election will be elected to our board of directors.Board. Votes withheld from any nominee, abstentions, and broker non-votes will be counted only for purposes of determining a quorum and are not considered votes cast for the foregoing purpose. Broker non-votes will have no effect on this proposal as brokers or other nominees are not entitled to vote on such proposals in the absence of voting instructions from the beneficial owner.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THE ELECTION OF TZAU-JIN CHUNG AND JAMES K. SIMS. PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE SO VOTED UNLESS STOCKHOLDERS SPECIFY OTHERWISE.Our Board unanimously recommends that the stockholders vote “for” the election of Kiva A. Allgood, Thomas A. Munro, and Jacob Suen. Proxies solicited by the Board will be so voted unless stockholders specify otherwise.

PROPOSALProposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm

RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The audit committee has appointed KPMGapproved the appointment of Grant Thornton LLP as the company’sCompany’s independent registered public accounting firm for the year ending December 31, 20202022, with such appointment to be effective immediately following the filing of the Company’s quarterly report on Form 10-Q for the quarter ended March 31, 2022 (“Q’1 Form 10-Q”), and has further directed that management submit the appointment of independent registered public accounting firm for ratification by the stockholders at the annual meeting.2022 Annual Meeting. Previously, KPMG LLP has audited the company’sCompany’s financial statements since 2012. Representatives of KPMG LLP are expected to be present online at the annual meeting, will have an opportunity to make a statement if they so desire, and will be available to respond to appropriate questions.

Stockholder ratification of the appointment of KPMGGrant Thornton LLP as the company’sCompany’s independent registered public accounting firm is not required by Delaware law, the company’sCompany’s amended and restated certificate of incorporation, or the company’sCompany’s amended and restated bylaws. However, the audit committee is submitting the appointment of KPMGGrant Thornton LLP to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the appointment the audit committee will reconsider whether to retain that firm. Even if the appointment is ratified, the audit committee in its discretion may direct the appointment of a different independent registered accounting firm at any time during the year if the audit committee determines that such a change would be in the best interests of the companyCompany and its stockholders.

Change of Independent Registered Public Accounting Firm

The Audit Committee has completed a competitive process to review the appointment of the Company’s independent registered public accounting firm for the year ending December 31, 2022.



As a result of this process, effective May 2, 2022, and as disclosed on the Company’s Current Report on Form 8-K filed with the SEC on May 2, 2022 (“Form 8-K”), the Audit Committee approved the appointment of Grant Thornton LLP (“Grant Thornton”) as the Company’s independent registered public accounting firm for the year ending December 31, 2022, with such appointment to be effective immediately following the filing of the Company’s quarterly report on Form 10-Q for the quarter ended March 31, 2022 (“Q’1 Form 10-Q”). In connection with the appointment of Grant Thornton, management notified KPMG LLP (“KPMG”) that the auditor-client relationship will cease immediately upon filing of the Q’1 Form 10-Q.



During the Company’s two most recent fiscal years and through the date of the form 8-K, (i) there were no disagreements with KPMG on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements if not resolved to KPMG’s satisfaction, would have caused them to make reference in connection with their opinion to the subject matter of the disagreement; and (ii) there were no “reportable events” within the meaning set forth in Item 304(a)(1)(v) of Regulation S-K.



The audit reports of KPMG on the consolidated financial statements of the Company as of and for the years ended December 31, 2021 and 2020 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles, except as follows:



KPMG's report on the consolidated financial statements of Airgain, Inc. and subsidiary as of and for the years ended December 31, 2021 and 2020, contained a separate paragraph stating that "As discussed in Notes 2 and 11 to the consolidated financial statements, the Company has changed its method of accounting for leases as of January 1, 2021 due to the adoption of Accounting Standards Codification Topic 842,

Leases.”



The Company has provided KPMG with a copy of the disclosures in the form 8-K and requested that KPMG furnish it with a letter addressed to the SEC stating whether or not KPMG agreed with the Company’s statements in Item 4.01 of the Form 8-K, which letter is attached as Exhibit 16.1 to the Form 8-K.



In addition, during the Company’s two most recent fiscal years and through the date of the Form 8-K, neither the Company, nor anyone on the Company’s behalf, consulted Grant Thornton with respect to (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of the audit opinion that might be rendered on the Company’s financial statements, and no written report or oral advice was provided to the Company that Grant Thornton concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue, or (ii) any matter that was either the subject of any “disagreement,” as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions thereto, between us and KPMG, or a “reportable event,” as defined in Item 304(a)(1)(v) of Regulation S-K.

Independent Registered Public Accounting Firm’s Fees

The following table represents aggregate fees billed to us by KPMG LLP, our current independent registered public accounting firm for services related to the years ended December 31 (in(in thousands):

Audit fees. Amounts include fees to audit and review the Company's annual and quarterly reports filed with the SEC, as well as regulatory filings. For the year ended December 31, 2021, fees also include amounts related to the audit procedures over the purchase accounting valuations of the acquisition of Nimbelink Corp.

Tax fees. Amounts consist of professional services rendered for tax compliance, tax advice, and tax planning. This category includes fees for completion of R&D tax credit studies and consulting on tax matters related to our international operations.

All other fees. Amounts billed for the year ended December 31, 2020, primarily relate to accounting research database subscription services and other educational programs.

The audit committee has considered whether the provision of non-audit servicescommittee's policy is compatible with maintaining the independence of KPMG LLP and has concluded that the provision of such services is compatible with maintaining the independence of our auditors.

Pre-Approval Policies and Procedures

Our audit committee has established a policy thatto pre-approve all audit and permissible non-audit services provided by our independent registered public accounting firm will be pre-approved by the audit committee and all such services were pre-approved in accordance with this policy during the years ended December 31, 2019 and 2018. These services may include audit services, audit-related services, tax services, and other services. The audit committee considers whether the provision of each non-audit service is compatible with maintaining the independence of our auditors. Pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. Our independent registered public accounting firm and management are required to periodically report to the audit committee regarding the extent of services provided by the independent registered public accounting firm, in accordance with this pre-approvalincluding the estimated fees and other terms of any such engagement. During 2021 the audit committee pre-approved all audit and permitted non-audit services provided by KPMG LLP.

Audit Committee Report

The Audit Committee oversees the Company’s financial reporting process on behalf of our Board. Management has the primary responsibility for the financial statements and the fees forreporting process, including the services performed to date.systems of internal controls. In fulfilling its oversight responsibilities, the audit committee reviewed and discussed the audited financial statements in the Company’s annual report with management, including a discussion of any significant changes in the selection or application of accounting principles, the reasonableness of significant judgments, the clarity of disclosures in the financial statements, and the effect of any new accounting initiatives.

The Audit Committee reviewed with KPMG LLP, who, with respect to the Company’s fiscal year ended December 31, 2021, is responsible for expressing an opinion on the conformity of the Company’s audited financial statements with generally accepted accounting principles, its judgments as to the quality, and not just the acceptability, of the Company’s accounting principles, and such other matters as are required to be discussed with the Audit Committee under generally accepted auditing standards and the matters listed in Public Company Accounting Oversight Board Auditing Standard No. 1301, Communications with Audit Committees. In addition, the Audit Committee has discussed with KPMG LLP its independence from management and the Company, has received from KPMG LLP the written disclosures and the letter required by applicable requirements of the Public Company Accounting Oversight Board regarding KPMG LLP’s communications with the Audit Committee concerning independence, and has considered the compatibility of non-audit services with the auditors’ independence.

As discussed above, after a competitive process, the Audit Committee met with KPMG LLP to discuss the overall scope of its services, the results of its audit and reviews, and the overall quality of the Company’s financial reporting. KPMG LLP, as the Company’s former independent registered public accounting firm, also periodically updated the Audit Committee about new accounting developments and their potential impact on the Company’s reporting. The Audit Committee’s meetings with KPMG LLP were held with and without management present. The Audit Committee is not employed by the Company, nor does it provide any expert assurance or professional certification regarding the Company’s financial statements. The Audit Committee relies, without independent verification, on the accuracy and integrity of the information provided, and representations made, by management and the Company’s independent registered public accounting firm.

In reliance on the reviews and discussions referred to above, the Audit Committee has recommended to the Company’s Board that the audited financial statements be included in our 2021 Annual Report.

The Audit Committee and the Company’s Board have recommended, subject to stockholder approval, the ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for 2022.

This report of the audit committee is not “soliciting material,” shall not be deemed “filed” with the SEC, and shall not be incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent that we specifically incorporate this information by reference, and shall not otherwise be deemed filed under such acts.

The foregoing report has been furnished by the Audit Committee.

Vote Required; Recommendation of the Board of Directors

The affirmative vote of the holders of a majority in voting power of the votes cast affirmatively or negatively on the proposal will be required to ratify the appointment of KPMGGrant Thornton LLP, meaning the number of shares voted “For” the proposal must exceed the number of shares voted “Against” the proposal. Abstentions will not be counted toward the tabulation of votes cast on this proposal and will have no effect on the proposal. The approval of Proposal 23 is a routine proposal on which a broker or other nominee has discretionary authority to vote. Accordingly, no broker non-votes will likely result from this proposal.

Our Board unanimously recommends that the stockholders vote “for” the ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022. Proxies solicited by the Board will be so voted unless stockholders specify otherwise.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE

Proposal 3: Advisory Vote on the Compensation Paid to Our Named Executive Officers

Under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, or the Dodd-Frank Act, our stockholders are entitled to vote at the annual meeting to provide advisory approval of the compensation of our named executive officers as disclosed in this proxy statement pursuant to the compensation disclosure rules of the SEC. Pursuant to the Dodd-Frank Act, the stockholder vote on executive compensation is an advisory vote only, and it is not binding on us or our Board.

Although the vote is non-binding, our Compensation Committee and Board value the opinions of the stockholders and will consider the outcome of the vote when making future compensation decisions. As described more fully in the “Executive Compensation and Other Information” section of this proxy statement, our executive compensation program is designed to attract, retain and motivate individuals with superior ability, experience and leadership capability to deliver on our annual and long-term business objectives necessary to create stockholder value. We urge stockholders to read the “Executive Compensation and Other Information” section of this proxy statement, which describes in detail how our executive compensation policies and procedures operate and are intended to operate in the future. The Compensation Committee and the Board believe that our executive compensation program fulfills these goals and is reasonable, competitive and aligned with our performance and the performance of our executives.

We are asking our stockholders to indicate their support for our named executive officer compensation as described in this proxy statement. This proposal, commonly known as a “say-on-pay” proposal, gives our stockholders the opportunity to express their views on our named executive officers’ compensation. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies and practices described in this proxy statement. Accordingly, we ask that our stockholders vote “FOR” THE RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2020. PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE SO VOTED UNLESS STOCKHOLDERS SPECIFY OTHERWISE.the following resolution:

“RESOLVED, that Airgain, Inc.’s stockholders approve, on an advisory basis, the compensation of the named executive officers, as disclosed in Airgain, Inc.’s Proxy Statement for the 2022 Annual Meeting.”

Vote Required; Recommendation of the Board

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENTThe affirmative vote of a majority of the voting power of the votes cast affirmatively or negatively on the proposal will be required to approve the advisory vote regarding the compensation of the named executive officers. Abstentions will not be counted toward the tabulation of votes cast on this proposal and will have no effect on the proposal. Broker non-votes will have no effect on this proposal as brokers or other nominees are not entitled to vote on such proposal in the absence of voting instructions from the beneficial owner.

Our Board unanimously recommends that the stockholders vote “FOR” the approval of the compensation of our named executive officers as disclosed in this proxy statement pursuant to the compensation disclosure rules of the SEC.

Proposal 4: Frequency of Advisory Vote on the Compensation Paid to Our Named Executive Officers

Under the Dodd-Frank Act, our stockholders are entitled to vote at the annual meeting regarding whether the stockholder vote to approve the compensation of our named executive officers as required by Section 14A(a)(2) of the Exchange Act (and as described in Proposal 3 of this proxy statement), should occur every one, two or three years. Under the rules issued by the SEC, stockholders shall also have the option to abstain from voting on the matter. Pursuant to the Dodd-Frank Act, the stockholder vote on the frequency of the stockholder vote to approve executive compensation is an advisory vote only, and it is not binding on us or our Board.

Although the vote is non-binding, our Compensation Committee and Board value the opinions of our stockholders and will consider the outcome of the vote when determining the frequency of future stockholder votes on executive compensation.

Vote Required; Recommendation of the Board

If a quorum is present and voting at the annual meeting, the alternative receiving the highest number of votes—every one year, every two years or every three years—will be the stockholders’ recommendation, on an advisory basis, of the frequency of the stockholder vote on executive compensation. Abstentions and broker non-votes will be counted only for purposes of determining a quorum. Broker non-votes will have no effect on this proposal as brokers or other nominees are not entitled to vote on such proposal in the absence of voting instructions from the beneficial owner.

Our Board recommends a vote for every ONE YEAR regarding the frequency of the advisory stockholder vote to approve the compensation of the named executive officers as required by Section 14A(a)(2) of the Exchange Act. Please note: Stockholders are not voting to approve or disapprove our Board’s recommendation regarding this Proposal 4.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information relating to the beneficial ownership of our common stock as of April 27, 2020,15, 2022, by:

The number of shares beneficially owned by each stockholder, executive officer, or director is determined in accordance with SEC rules. Under such rules, beneficial ownership includes any shares over which the person or entity has sole or shared voting power or investment power as well as any shares that the person has the right to acquire within 60 days of April 27, 2020,15, 2022, through the exercise of any stock options, warrants, or other rights. Except as otherwise indicated, and subject to applicable community property laws, to our knowledge, the persons named in the table have sole voting and investment power with respect to all shares of common stock held by that person. For purposes of calculating each person’s or group’s percentage ownership, stock options, warrants, and other rights exercisable within 60 days afterof April 27, 2020,15, 2022, are included for that person but not for any other person.

The percentage of shares beneficially owned is based on 9,696,55710,188,968 shares of our common stock outstanding as of April 27, 2020.15, 2022. Unless otherwise noted below, the address of each person listed on the table is c/o Airgain, Inc., 3611 Valley Centre Drive, Suite 150, San Diego, CA 92130.

* Indicates beneficial ownership of less than 1% of the total outstanding common stock.

(1) Based on information disclosed in the Schedule 13G filed with the SEC on February 14, 2022 by North Run LP. This schedule reported that North Run Capital LP, North Run Advisors LLC, Todd B. Hammer, and Thomas B. Ellis have shared voting power with respect to 764,500 shares and shared dispositive power with respect to 764,500 shares.

(2) Based on information disclosed in the Schedule 13G/A filed with the SEC on February 11, 2022 by William Blair & Company, L.L.C. This schedule reported that William Blair & Company, L.L.C. has sole voting power with respect to 576,690 shares and sole dispositive power with respect to 633,910 shares.

(3) Includes 28,558 shares of common stock that Mr. Chung has the right to acquire from us within 60 days of April 15, 2022, pursuant to the exercise of stock options. Beneficial ownership does not include 2,938 restricted stock units since no shares would be acquired within 60 days of April 15, 2022.

(4) Includes 45,724 shares of common stock that Ms. Gillman has the right to acquire from us within 60 days of April 15, 2022, pursuant to the exercise of stock options. Beneficial ownership includes 4,387 restricted stock units the issuance of which have been deferred, but does not include 2,938 restricted stock units granted on February 1, 2022, as no shares from that grant would be acquired within 60 days of April 15, 2022.

(5) Includes 76,204 shares of common stock that Mr. Munro has the right to acquire from us within 60 days of April 15, 2022, pursuant to the exercise of stock options. Beneficial ownership includes 4,387 restricted stock units the issuance of which have been deferred, but does not include 2,938 restricted stock units granted on February 1, 2022, as no shares from that grant would be acquired within 60 days of April 15, 2022.

(6) Includes 47,855 shares of common stock that Mr. Sbahi has the right to acquire from us within 60 days of April 15, 2022, pursuant to the exercise of stock options. Beneficial ownership does not include 16,753 restricted stock units since no shares would be acquired within 60 days of April 15, 2022.

(7) Includes (a) 317,829 shares of common stock that Mr. Sims has the right to acquire from us within 60 days of April 15, 2022, pursuant to the exercise of stock options, (b) 7,529 shares of common stock held by GEN3 Capital I, LP, or GEN3 Capital, and (c) 5 shares of common stock held by Gen 3 Partners, Inc., or Gen 3 Partners. The general partner of GEN3 Capital is GEN3 Capital Partners, LLC, or GEN3 LLC, and James K. Sims is the Managing Member of GEN3 LLC. As a result, each of GEN3 LLC and Mr. Sims may be deemed to share beneficial ownership of the shares held by GEN3 Capital. Mr. Sims may be deemed to share beneficial ownership of the shares held by Gen 3 Partners in his capacity as a director of Gen 3 Partners.

Mr. Sims disclaims beneficial ownership of the shares held by Gen 3 Partners and GEN3 Capital, except to the extent of his respective pecuniary interest therein. Information regarding the shares owned by Gen 3 Partners and GEN3 Capital is based in part on information contained in a Form 4 filed by Mr. Sims on March 3, 2022. Beneficial ownership does not include 9,488 restricted stock units since no shares would be acquired within 60 days of April 15, 2022.

(8) Includes 395,663 shares of common stock that Mr. Suen has the right to acquire from us within 60 days of April 15, 2022, pursuant to the exercise of stock options. Beneficial ownership does not include 90,411 restricted stock units since no shares would be acquired within 60 days of April 15, 2022.

EXECUTIVE COMPENSATION AND OTHER INFORMATION

(9) Includes (a) 82,403 shares of common stock that Mr. Toscanini has the right to acquire from us within 60 days of April 15, 2022, pursuant to the exercise of stock options, and (b) 5 shares of common stock held by Gen 3 Partners. Mr. Toscanini may be deemed to share beneficial ownership of the shares held by Gen 3 Partners in his capacity as a director of Gen 3 Partners. Mr. Toscanini disclaims beneficial ownership of the shares held by Gen 3 Partners, except to the extent of his pecuniary interest therein. Information regarding the shares owned by Gen 3 Partners is based in part on information contained in a Form 4 filed by Mr. Toscanini on February 3, 2022. Beneficial ownership does not include 2,938 restricted stock units since no shares would be acquired within 60 days of April 15, 2022.

Our (10) Includes the shares of common stock issuable upon the exercise of outstanding options, as set forth in the previous footnotes and (b) 8,416 shares of common stock that Mr. Sadri has the right to acquire from us within 60 days of April 15, 2022, pursuant to the exercise of stock options.

Executive Officers

The following table sets forth information regarding our executive officers as of April 27, 2020:25, 2022:

The biography for Mr. Suen can be found under "Proposal“Proposal 1—Election of Directors."”

David B. Lyle hasAli S. Sadri, Ph.D. joined Airgain in 2021 as its Senior Vice President, Engineering and as appointed Chief Technology Officer in January 2022, bringing over 25 years of advanced scientific and engineering management experience and is responsible for developing solutions to support Airgain’s current and future businesses. Prior to joining Airgain, Dr. Sadri most recently served as our Chief Financial Officer since January 2020.Vice President of Engineering at SOLiD Inc. from 2020-2021. Prior to that, Mr. Lyle served as the Chief Financial Officer of Sunniva, Inc. from June 2019 to November 2019. Prior to Sunniva he was Chief Financial OfficerSadri held several executive positions at Maxwell Technologies, Inc. from May 2015 to May 2019, which was acquired by Tesla in 2019. Mr. Lyle served as the Chief Financial Officer of Entropic Communications, Inc. from 2007 to 2015, which was acquired in 2015 by MaxLinear, Inc. Prior to Entropicvarious technology companies, most notably at Intel where he served as a senior director heading the Chief Financial Officercommunications standards group and the mmWave advanced technology development group from 2002 to 2020. While working at Intel, Dr. Sadri also held executive positions at industry association group WiGig Alliance as founder and Chairman of RF Magic Inc., acquired by Entropicthe Board. and as Director of Communications Standards at IBM from 1990 to 2000. In addition, Mr. Sadri has served as an industry international advisor at Tokyo Institute of Technology since 2018, and in 2007, Zyray Wireless Inc., acquired by Broadcom Corporation2000 he served as a visiting assistant professor at Duke University. Dr. Sadri received his BS, MS, and PhD in 2004, and Mobilian Corporation, acquired by Intel Corporation in 2003. Mr. Lyle holdsElectrical Engineering, with a BSminor in business administration from University of Southern California, a Master of International Management from the Thunderbird School of Global Management, and an MBA from ArizonaNorth Carolina State University.

Kevin Thill Morad Sbahi has been with the Company since 2013 and served as our Senior Vice President, EngineeringGlobal Product and Marketing since January 2019.  He has been with the company since April 2017February 2021. Prior to that Mr. Sbahi served as the Vice President Antenna-Plus.  Prior to thatof Corporate Strategy since February 2020 and General Manager of EMEA from 2013-2020. Before joining Airgain, Mr. Thill founded Antenna Plus, LLC in 1991Sbahi served as General Manager, EMEA for SMC Networks, Inc., and was the owner until its acquisition by us in 2017.  Prior to Antenna Plusother management positions with Broadcom, Texas Instruments, Applied Micro Circuits, and Ubee Interactive. Mr. Thill was a Senior Antenna Design Engineer at Motorola.  Prior to Motorola Mr. Thill was an Antenna Engineer at Northrop and prior to that he was an Antenna Engineer at McDonald Douglass. Mr. Thill receivedSbahi holds a BS in Electrical Engineering from Arizona State University.Virginia Tech and an MBA from the Warwick Business School.

OverviewExecutive Compensation and Other Information

This section discusses the material components of the executive compensation program for our executive officers who are named in the “Summary Compensation Table” below. In 2019For 2021 our “named executive officers” and their positions were as follows:

This discussion may contain forward-looking statements that are based on our current plans, considerations, expectations, and determinations regarding future compensation programs. Actual compensation programs that we adopt in the future may differ materially from the currently planned programs summarized in this discussion. As a “smaller reporting company” as defined under SEC rules, we are not required to include a Compensation Discussion and Analysis section and have elected to comply with the scaled disclosure requirements applicable to smaller reporting companies.

Company Overview

Airgain is a leading provider of advanced wireless connectivity technologies and systems used to enable high performance networking across a broad range of devices and markets, including consumer, enterprise, and automotive. Airgain's mission is to connect the world through optimized and integrated wireless solutions. Combining design-led thinking with testing and development, Airgain's technologies are deployed in carrier, fleet, enterprise, residential, private, government, and public safety wireless networks and systems, including set-top boxes, access points, routers, modems, gateways, media adapters, portables, digital televisions, sensors, fleet tracking, in-vehicle networking, and asset tracking devices. Through its pedigree in the design, integration, and testing of high-performance embedded antenna technology, Airgain has become a leading provider of integrated communications products that solve critical connectivity needs. Airgain is headquartered in San Diego, California.

2021 Business Highlights

During 2021, we made significant strides in the transition from an antenna components business to a wireless communications systems company and under our business plan for the year including the following highlights:

2021 Executive Compensation Results Overview

Our executive compensation program is composed of three elements: base salary, annual performance-based bonuses, and long-term equity incentives. The base salaries for our executives are targeted at the market median for similar roles at similar companies. The annual performance bonus program has specific targets tied to our annual financial and strategic performance. The equity incentives consist of a mix between stock options and restricted stock units (RSUs).

Below is a summary of the results of our executive compensation program for 2021:

Key Executive Compensation Changes for 2022

For 2022 our Compensation Committee has implemented certain changes to our executive compensation program to further align the interests of our named executive officers with our stockholders and to further tie target total compensation for our named executive officers to long-term company performance.

Our Executive Compensation Best Practices

We endeavor to maintain sound executive compensation policies and practices consistent with our executive compensation philosophy. The following table highlights some of our executive compensation policies and practices, which are structured to drive performance and align our executives’ interests with our stockholders’ long-term interests:

WHAT WE DO

WHAT WE DON’T DO

Summary Compensation Table

The following table presents information regarding compensation earned by or awards to our named executive officers during 2019 and 2018:officers:

Narrative Disclosure to Summary Compensation TableTables

Overview

EmploymentThe primary elements of compensation for our named executive officers are base salary, annual bonuses and Consulting Agreementslong-term incentive awards in the form of equity awards. The named executive officers also participate in employee benefit plans and programs that we offer to our other employees, as described below.

We have entered into employment agreements withThe Compensation Committee of our Board develops, reviews and approves each of the elements of our executive officers.compensation program. The Compensation Committee also regularly assesses the effectiveness and competitiveness of our compensation programs. The Compensation Committee is authorized to retain the services of third-party Compensation consultants and other outside advisors, from time to time, to assist in its evaluation of executive compensation, including the authority to approve the consultant’s reasonable fees and other retention terms.

In 2021, the Compensation Committee retained Compensia, an independent third-party compensation consulting firm for guidance in making its executive compensation decisions. Compensia did not provide any other services to us in 2021 beyond its engagement as an advisor to the Compensation Committee on executive compensation matters. The Compensation Committee assessed the independence of Compensia pursuant to SEC and Nasdaq rules and concluded that no conflict of interest existed that would have prevented Compensia from serving as an independent consultant to the Compensation Committee currently or during 2021.

Arrangements with Mr. SimsExecutive Compensation Components

From May 8, 2018, through March 13, 2019, Mr. Sims served as our non-employee interim Chief Executive Officer. In consideration of his service as interim Chief Executive Officer, Mr. Sims received a monthly retainer of $33,333.33, which equated to an annual retainer of $400,000. Mr. Sims was also eligible to be awarded a discretionary bonus by our board of directors in connection with his service as interim Chief Executive Officer.

Original Employment Agreement

On October 25, 2018,The Compensation Committee and the Board approvedbelieve in a "Total Rewards" strategy for our named executive officers, which means that they consider the entry by us into an employment agreement with Mr. Sims, which agreement was designed to cover his future service as Executive Chairman and interim Chief Executive Officer. The employment agreement with Mr. Sims became effective on February 16, 2019, at which time Mr. Sims became an employeetotal value of the company and Executive Chairman in addition to interim Chief Executive Officer.

Effective March 13, 2019, Mr. Sims was appointed Chief Executive Officer in addition to his role as Executive Chairman. Mr. Sims served in these roles until Mr. Suen's appointment as Chief Executive Officer effective August 8, 2019. On that date Mr. Sims resigned as Chief Executive Officer and was appointed as Advisor to the Chief Executive Officer in addition to his role as Chairman of the Board of Directors, and we executed an amended

employment agreement with him as described below. On February 9, 2020, Mr. Sims’ employment ceased and he continues as our non-employee Chairman of the Board of Directors.

During the term of his employment under his employment agreement, Mr. Sims received an annualeach executive's (i) base salary, (ii) target and actual annual bonus, (iii) equity compensation and iv) health and welfare benefits. As such, each element of $400,000. Mr. Sims was also eligibleTotal Rewards is considered independently and in aggregate when considering new hire and ongoing compensation for the named executive officers.

Our overall strategy is to receive an annual incentive bonusprovide Total Rewards that are competitive in the discretion of our board of directors (with a target bonus of 90% of his base salary). Mr. Sims was also be entitled to participatemarkets in all employee benefit plans, programswhich we compete for talent and arrangements maintained by usfair and made available to employees generallyequitable based on the executive’s role, qualifications, and to receive reimbursement for all reasonable and necessary business expenses incurred by him.  Mr. Sims, who did not participate in the company's healthcare plans, was also provided with a monthly reimbursement of his healthcare premiums under his individually obtained health coverage.

Pursuant to his employment agreement in effect prior to the August amendment and his role conversion, if we terminated Mr. Sims’ employment without cause (as defined in the employment agreement) or he resigned for good reason (as defined in the employment agreement), in addition to the payment of his fully earned but unpaid base salary through the date of termination at the rate then in effect, plus all other amounts under any compensation plan or practice to which he is entitled, he would have been entitled to the following severance and benefits, subject to his execution of a release of claims against us: (1) a lump sum cash payment in an amount equal to (A) if his employment were terminated prior to December 31, 2020, his base salary as in effect immediately prior to the date of his termination for a period of up to 18 months (which severance period will be prorated between 18 months and 6 months depending on his length of service following February 16, 2018 through December 31, 2020), or (B) six months of his annual base salary as in effect immediately prior to the date of this termination if his employment were terminated on or after December 31, 2020; (2) a lump sum cash payment in an amount equal to his full target bonus for the calendar year during which such date of termination occurs; (3) the continuation of his health and dental coverage pursuant to COBRA at our expense for the applicable severance period of 6 months following the date of termination; and (4) full acceleration of his outstanding equity awards. In addition, all of Mr. Sims’ equity awards will vest in the event of a change in control, without regard to his termination of employment.  Notwithstanding the foregoing, no severance was payable in the event Mr. Sims’ termination without cause or resignation for good reason occurred after February 16, 2021.

If Mr. Sims’ employment were terminated as a result of his death or following his permanent disability, in addition to the payment of his fully earned but unpaid base salary through the date of termination at the rate then in effect, plus all other amounts under any compensation plan or practice to which he is entitled, he or his estate, as applicable, he was entitled to a lump sum cash payment in an amount equal to his "earned" bonus for the calendar year during which his date of termination occurred calculated as of the date of termination (wherein “earned” means that he has met the applicable bonus metrics as of date of such termination, as determined by the board of directors), prorated for such portion of the calendar year during which such termination occurred that has elapsed through the date of termination.

August 2019 Amended Employment Agreement

Effective August 8, 2019, Mr. Sims’ employment agreement was amended and restated to reflect his new role as Advisor to the Chief Executive Officer and chairman of the board of directors. The amended employment agreement with Mr. Sims provided for a fixed term, which expired on February 9, 2020, unless earlier terminated by us or Mr. Sims, and the same annual base salary, target bonus and additional employee benefits and medical reimbursements as were in place under his original employment agreement described above.  

If Mr. Sims’ employment under his amended employment agreement were terminated prior to the expiration of the term by us without cause or by him for good reason, in addition to the payment of his fully earned but unpaid base salary through the date of termination at the rate then in effect, plus all other amounts under any compensation plan or practice to which he is entitled, he would have been entitled to the following severance and benefits, subject to his execution of a release of claims against us: (1) a lump sum cash payment equal to his base salary through the last day of the term of the agreement; (2) a lump sum cash payment equal to his target annual bonus (if such termination occurred prior to December 31, 2019; (3) the continuation of his health and dental coverage pursuant to COBRA at our expense through the last day of the term of the agreement; and (4) full acceleration of his outstanding equity awards. His benefits upon a termination for death or disability during the term of the amended employment agreement were the same as those under his original employment agreement described above.

Interaction of Employment Agreement with Non-Employee Director Compensation Policycompetitive market benchmarks.

Following his appointment as interim Chief Executive Officer in May 2018, Mr. Sims was generally not entitled to any additional fees or other compensation for serving as a member of the board. Commencing February 1, 2020, Mr. Sims again became eligible to receive equity grants in accordance with our non-employee director compensation policy. After the end of his employment term on February 9, 2020, subject to his remaining as a memberThe following describes each component of our board of directors, Mr. Simswill receive a cash retainerexecutive compensation program, the rationale for his service as the non-employee chairman of the board of directors for the remainder of 2020, based on an annualized rate of $240,000 per year. His annual cash retainer thereafter will be determined in accordance with our non-employee directoreach, and how compensation policy.

Mr. Sims was not present for the deliberations or decision by our board of directors when it approved his compensation arrangements during his service as Executive Chairman, Chief Executive Officer, or Advisor to the Chief Executive Officer.

Employment Agreements with Mr. Suen, Mr. Thill, and Mr. Doradla

Effective January 16, 2019, we entered into amended employment agreements with each of Jacob Suen, our President, Anil Doradla, our Chief Financial Officer and Secretary, and Kevin Thill, our Senior Vice President, Engineering. Mr. Doradla resigned effective November 30, 2019. Mr. Suen's agreement was amended in connection with his promotion to Chief Executive Officer in August 2019 to reflect his increased base salary, as described above. In addition, we further amended the employment agreements with Mr. Suen and Mr. Thill in April 2020 to increase the severance payable in the event of a termination without cause (as defined below) or a resignation for good reason (as defined below), other than in connection with a change in control, from 6 months to 12 months, as described below.

The amended and restated employment agreements provide for an indefinite term and for at-will employment. The agreements also set forth each executive's annual base salary and target bonus opportunity and provide that each executive will be entitled to the benefits provided to employees generally.

Pursuant to the amended employment agreements, if we terminate an executive's employment without cause or he resigns for good reason , he is entitled to the following payments and benefits: (1) his fully earned but unpaid base salary through the date of termination at the rate then in effect, plus all other amounts under any compensation plan or practice to which he is entitled; (2) a lump sum cash payment in an amount equal to 12 months of his base salary as in effect immediately prior to the date of termination plus an amount equal to his target bonus for the calendar year during which his date of termination occurs, prorated for such portion of the calendar year during which such termination occurs that has elapsed through the date of termination; and (3) continuation of health benefits at our expense for a period of 6 months following the date of termination.

In the event an executive's termination without cause or resignation for good reason occurs within 12 months following a change in control, he is entitled to the following payments and benefits: (1) his fully earned but unpaid base salary through the date of termination at the rate then in effect, plus all other amounts under any compensation plan or practice to which he is entitled; (2) a lump sum cash payment in an amount equal to 12 months of his base salary as in effect immediately prior to the date of termination; (3) a lump sum cash payment in an amount equal to his target bonus for the year in which the termination of his employment occurs; and (4) continuation of health benefits at our expense for a period of 18 months following the date of termination. All of an executive's outstanding equity awards will become fully vested and exercisable in the event of a termination without cause or resignation for good reason at any time following a change in control.

If an executive's employment is terminated as a result of his death or following his permanent disability, he or his estate, as applicable, is entitled to the following payments and benefits: (1) his fully earned but unpaid base salary through the date of termination at the rate then in effect, plus all other amounts under any compensation plan or practice to which he is entitled; and (2) a lump sum cash payment in an amount equal to his “earned” bonus for the calendar year during which his date of termination occurs calculated as of the date of termination (wherein “earned” means that he has met the applicable bonus metrics as of date of such termination, as determined by the board of directors), prorated for such portion of the calendar year during which such termination occurs that has elapsed through the date of termination.

are determined. Mr. Suen is not present for the deliberations or decision by our board of directorsBoard when it approves his compensation arrangements.

Defined Terms Applicable to Executive Employment Agreements

For purposes of the executive employment agreements, “cause” generally means an executive officer’s (1) material breach of his employment agreement, his confidentiality and inventions assignment agreement or the definitive agreements relating to his stock option awards; (2) continued substantial and material failure or refusal to perform according to, or to comply with, the policies, procedures or practices established by us; (3) appropriation (or attempted appropriation) of a material business opportunity of the company, including attempting to secure or securing any personal profit in connection with any transaction entered into on our behalf; (4) misappropriation (or attempted appropriation) of any of our funds or property of any kind; (5) willful gross misconduct; or (6) conviction of a felony involving moral turpitude that is likely to inflict or has inflicted material injury on our business; provided, however, that except for Cause being the result of item (6) above, we will provide written notice to the executive officer, which notice specifically identifies the nature of the alleged cause claimed by us with enough specificity for the executive officer to be able to cure, and the executive officer will have 15 days to cure the purported ground(s) for cause.

For purposes of the executive employment agreements, “good reason” generally means (1) a material reduction in the executive officer’s authority, duties or responsibilities relative to the executive officer’s authority, duties or responsibilities in effect immediately prior to such reduction; as set forth in his employment agreement; (2) a material reduction in the executive officer’s annual base salary; (3) other than for Mr. Sims, a relocation of the executive officer’s or our principal executive offices by more than 25 miles, or (4) any material breach by us or any successor or affiliate of obligations to the executive officer under the employment agreement.

For purposes of the employment agreements, “change in control” generally means (1) any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) (other than us, any of our subsidiaries, or any existing stockholder) becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of our securities representing 50% or more of the total voting power represented by our then outstanding voting securities, (2) during any period of two consecutive years, individuals who, at the beginning of such period, constitute our board together with any new directors whose election by the board or nomination for election was approved by aa vote of at least 2/3 of the then-current board members who were directors at the beginning of the period or whose election or appointment was so approved, cease for any reason to constitute a majority of the board of directors, or (3) the consummation of the sale or disposition by us of all or substantially all of our assets, or the consummation of a merger, consolidation, reorganization business combination, or acquisition of assets or stock of another entity, in each case in which our voting securities outstanding immediately prior thereto do not continue to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least a majority of the combined voting power of such surviving entity or its parent outstanding immediately after such transaction and no “person” owns 50% or more of the surviving entity or its parent.

Consulting Agreement with Mr. Doradla

Following his resignation in November 2019, Mr. Doradla entered into a consulting agreement with us pursuant to which he agreed to provide transition services to us through February 2020. Mr. Doradla received a monthly retainer of $5,000 for such service, and his outstanding stock options continued to vest during the term of his consulting services (with the exception of his August 2019 stock option award, which was forfeited as he was unable to meet the initial vesting requirement).  His unvested restricted stock units, however, were forfeited upon his resignation of employment.

Annual Base Salary

In general, base salaries for our named executive officers are initially established through arm’s length negotiation at the time the executive is hired, taking into accountbased on such executive’s position scope, qualifications, experience internal alignment and prior salary. Basecompetitive market benchmarks for the executive's position, and through arm's length negotiation. Similarly, base salaries of our named executive officers are reviewed and approved and reviewed annually or in the case of a promotion or other significant change in responsibility by our compensation committeeCompensation Committee or board of directors and adjustmentsBoard. Adjustments to base salaries are considered based on the scope of an executive’s responsibilities, qualifications and experience, individual contribution, prior experiencesustained positive impact, internal alignment, other compensation elements, and sustained performance. Decisions regardingexternal market benchmarks relative to our designated peer group.

Base salary increases may take into account an executive officer’s current salary, equity ownership, and the amounts paid to an executive officer’s peers inside our company by conducting an internal analysis, which compares the pay of an executive officer to

other members of the management team. Base salariesadjustments are also reviewedconsidered in the casecontext of promotions or other significant changes in responsibility. Base salariesTotal Rewards and are not automatically increasedawarded only if the compensation committeeCompensation Committee or the board of directorsBoard believes that other elements of the named executive officer’s compensation are more appropriate in light of our stated objectives.there is support for such adjustment. This strategyapproach is consistent with our intent of offering compensation that is cost-effective, competitive and contingent on the achievement of performance objectives.

Mr. Sims was compensated atIn January 2021, the annual rateCompensation Committee reviewed the base salaries of $400,000 for his service during 2019 inour named executive officers and determined that the various capacities described above. Mr. Suen's annual base salary for 2019 was $310,000. In connection with appointmentsalaries of our named executive officers would be as Chief Executive Officer in August 2019, our board of directors increased Mr. Suen's annual salary to $400,000. Mr. Thill's annual base salary was increased from $230,000 to $275,000follows, which increases were effective January 1, 2019 in connection2021, for Mr. Suen and February 18, 2021 (commensurate with his promotion toappointment as Senior Vice President, Engineering.Global Product and Marketing, for Mr. Doradla's annual base salary for 2019 was $325,000.Sbahi):

Annual Cash Bonus

The compensation committee adopted a 20192021 annual bonus program for our named executive officers. Pursuant to his employment agreement, Mr. Sims’ annual bonus was in the discretion of the board of directors, although he had a target bonus equal to 90% of his base salary. The target bonus as a percentage of annual base salary was 90%100% for Mr. Suen, and 60% for each of Messrs. ThillMr. Lyle, and Doradla. Mr. DoradlaSbahi's was not eligible for a 2019 annual bonusincreased from 40% to 60% commensurate with his appointment as a result of his resignation in November 2019.Senior Vice President, Global Product and Marketing.

Under the 20192021 annual bonus program, 90% of each executive’s annual bonus was tied tobased on two financial metrics: i) corporate revenue and (weighted at 40%50%), and ii) adjusted EBITDA performance (weighted at 50%20%), with “threshold,” “target” and “maximum” performance levels corresponding to the payout levelsfor a total weighting of 70% for the corporate componentfinancial metrics. The remaining 30% of each executive’s target annual bonus payout (with target performance representing a 100% payout level for each financial measure and maximum or greater performance representing a 150% payout level for each financial measure). The other 10% of anthe executive’s annual bonus was based on Company performance relative to be determinedseven key strategic goals, as set forth in the discretion of the board of directors or the compensation committee based on the executive’s individual performance and such other factors as the board of directors or the compensation committee deems appropriate,table below, with a maximum payout level of 150%.

The financial metrics (corporate revenue and adjusted EBITDA) incorporated “Threshold,” “Target” and “Maximum” performance levels corresponding to the payout levels. Target performance paid at 100%, Maximum paid at 125% and Threshold at 70%; no payout was earned if Threshold performance was not achieved on any metric, as illustrated in the table below.

The financial performance targets and the actual achievement of such objectives for 2021 were as set forth in the table below. The objectives were each intended to be rigorous, with threshold payout levels requiring significant year over year growth to result in payouts and maximum payouts representing significant and difficult objectives that would be achieved only with extraordinary effort.

Our compensation committee and board of directors,  determined that, based on our sales and adjusted EBITDA performance for 2019, our executive annual bonuses would be paid at 68% of target based on our sales of $55.739 million and our adjusted EBITDA of $3.732 million for 2019.  (1)Adjusted EBITDA is a non-GAAP measure that our compensation committee and board of directorsBoard determined to use in connection with the annual bonus program because, by excluding certain non-cash expense, adjusted EBITDA allows for meaningful comparisons between our core business operating results and those of other companies, as well as providing us with an important tool for financial and operational decision making and for evaluating our own core business operating results over different periods of time. Management considers these types of expenses and adjustments, to a great extent, to be unpredictable and dependent on a significant number of factors that are outside of our control and are not necessarily reflective of operational performance during a period. For purposes of our 20192021 annual bonus program, adjusted EBITDA represents our earnings before interest, taxes, depreciation, amortization, and also excludingexcludes stock-based compensation expense, which represents non-cash charges for the fair value of stock awards, and includes other income which includesas well as interest income and gain on deferred purchase price liability offset by interest expense.

With respect to the key strategic objectives, seven strategic objectives were established by our Compensation Committee in early 2021, with payout levels ranging from 0% to 150% depending on how many of the strategic objectives were met during the year, as set forth in the table below.

In January 2022, our Compensation Committee determined that, based on the achievement of six of seven of the strategic objectives, a 125% achievement level was obtained, resulting in a 37.5% weighted payout for this component of the annual bonus.

Based on this assessment our board of directorsBoard determined to award our named executive officers the following 2019 bonuses: Mr. Sims, $244,800; Mr. Suen, $212,670; and Mr. Thill, $112,200. Although Mr. Sims’ annual bonus was2021 bonuses included in the discretion of the board of directors, his annual bonus payout was determined based on the same percentage payout as our other executives for 2019.

Summary Compensation Table above.

Equity Compensation

We primarily offer stock optionsThe goals of our long-term, equity-based incentive awards are to align the interests of our Named Executive Officers and other employees, non-employee directors and consultants with the interests of our stockholders. Because vesting is based on continued employment over multiple years, our equity-based incentives also encourage the retention of our Named Executive Officers through the vesting period of the awards. In determining the size of the long-term equity incentives to be awarded to our named executive officers, as the Compensation Committee takes into account several factors, including the relative job scope, the size and value of existing long-term incentive componentawards, individual performance history, prior contributions to the Company, as well as market data for equity award for comparable companies and our peer group. We have had no program, plan or practice pertaining to the timing of equity grants to Named Executive Officers coinciding with the release of material non-public information.

We use equity awards to compensate our Named Executive Officers both in the form of initial grants in connection with the commencement of employment and annual incentive grants. Our Compensation Committee typically approves annual equity awards during the first quarter of each year. While we intend that the majority of equity awards to our employees be made pursuant to initial grants or our annual grant program, the Compensation Committee retains discretion to make equity awards to employees at other times, including in connection with the promotion of an employee, to reward an employee, for retention purposes or for other circumstances recommended by management or the Compensation Committee.

Annual equity awards are granted under our 2016 Plan, using a mix of different equity instruments to further its goal of attracting and retaining top performers and to balance the relative advantages of different instruments.

Our Board has adopted, and our stockholders have approved, the 2016 Plan, in order to facilitate the grant of cash and equity incentives to directors, employees (including our Named Executive Officers) and consultants of our compensation program.Company and certain of its affiliates and to enable our Company and certain of its affiliates to obtain and retain services of these individuals, which is essential to our long-term success.

In January 2021, the Compensation Committee approved the annual equity awards for our Named Executive Officers in a combination of stock options and RSU awards with approximately 48.2% of the value allocated in the form of options and approximately 51.8% of the value allocated in the form of RSU awards.

The stock option and RSU awards granted to our named executive officers during 2021 are described in the “Outstanding Equity Awards at the End of 2021” table below.

Other Elements of Compensation

Retirement Plans

We currently maintain a 401(k) retirement savings plan that allows eligible employees to defer a portion of their compensation, within limits prescribed by the Internal Revenue Code, or the Code, on a pre-tax basis throughcontributions to the plan. Our named executive officersNamed Executive Officers are eligible to participate in the 401(k) plan. We may make discretionary matching contributions under the 401(k) plan, but we have not done so to date.plan. We believe that providing a vehicle for tax-deferred retirement savings through our 401(k) plan adds to the overall desirability of our executive compensation package and further incentivizes our named executive officersNamed Executive Officers in accordance with our compensation policies. The Company provides a safe harbor match of up to 4% of our eligible employee’s salary.

Employee Benefits and Perquisites

Our named executive officersNamed Executive Officers are eligible to participate in our health and welfare plans. Mr. Sims, who did not participate in the company's healthcare plans during his service as interim Chief Executive Officer, Chief Executive Officer, and Advisor to the Chief Executive Officer, was provided a monthly reimbursement of his healthcare premiums under his individually obtained health coverage. We do not provide our named executive officersNamed Executive Officers with any other significant perquisites or other personal benefits.

Termination or Change in Control Benefits

Our named executive officersNamed Executive Officers may become entitled to certain benefits or enhanced benefits in connection with certain terminations of employment or a change in control of our company.Company. For additional discussion, please see “—Employment and Consulting Agreements” above.

Outstanding Equity Awards at the End of 2019

2021

The following table summarizes the number of shares of common stock underlying outstanding equity incentive plan awards for each named executive officerNamed Executive Officer as of December 31, 2019:2021: