Numerex 10K/A 2016 Annual report (amended)

TABLE OF CONTENTS

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

Amendment No. 1

☒

Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended December 31, 2016

☐

Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from to

Commission File Number 000-22920

NUMEREX CORP.
(Name of Registrant as Specified in Its Charter)

	Pennsylvania			11-2948749
	(State or Other Jurisdiction of Incorporation or Organization)			(I.R.S. Employer Identification Number)
	400 Interstate North Parkway SE, Suite 1350 Atlanta, GA			30339
	(Address of Principal Executive Offices)			(Zip Code)

(770) 693-5950
(Registrant’s Telephone Number, Including Area Code)

Securities Registered Pursuant to Section 12(b) of the Act:

	Class A Common Stock, no par value			The NASDAQ Stock Market LLC
	(Title of each class)			(Name of each exchange on which registered)

Securities Registered Pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15 (d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ☐

Accelerated filer ☒

Non-accelerated filer ☐

Smaller Reporting Company ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

The aggregate market value of the registrant’s outstanding Class A Common Stock held by non-affiliates of the registrant was $145 million based on a closing price of $7.49 on June 30, 2016, as quoted on the NASDAQ Global market.

The number of shares outstanding of the registrant’s Class A Common Stock as of April 22, 2016, was 19.4 million shares.

DOCUMENTS INCORPORATED BY REFERENCE

Not applicable.

TABLE OF CONTENTS

EXPLANATORY NOTE

This Amendment No. 1 on Form 10-K/A (“Amendment No. 1”) amends Numerex Corp’s (“Numerex”, “we”, “our”, “us” or the “Company”) Annual Report on Form 10-K for the year ended December 31, 2016, which was filed with the Securities and Exchange Commission (“SEC”) on March 31, 2017 (the “Original Filing”). We are filing this Amendment No. 1 solely for the purpose of providing the information required in Part III of Form 10-K. Except as described above, this Amendment No. 1 does not amend any other information set forth in the Original Filing, and we have not updated disclosures included therein to reflect any subsequent events.

As used in the Amendment No. 1, “FY 2014,” “FY 2015” and “FY 2016” mean the Company’s fiscal year ended December 31, 2014, 2015 and 2016, respectively.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Information About our Executive Officers

A list of our executive officers and their biographical information appears in Part I, Item 1 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2016, as filed with the SEC on March 31, 2017.

Information About our Board of Directors (the “Board”)

Listed below are the Company’s seven current directors who served during FY 2016. All of the current directors serve a one-year term expiring at the next annual meeting of shareholders.

Name	Age	Position	Director Since
Tony G. Holcombe	61	Director	2011
Sherrie G. McAvoy	57	Director	2013
Stratton J. Nicolaides	63	Chairman of the Board	1999
Jerry A. Rose	58	Director	2013
Andrew J. Ryan	58	Director	1996
Brian Igoe	61	Director	2016
Eric Singer	43	Director	2016

Set forth below is a brief description of the principal occupation and business experience of each of our directors, as well as the summary of our views as to the qualifications of each current director to serve on the Board and each board committee of which he or she is a member. Our views are formed not only by the current and prior employment and educational background of our directors, but also by the Board’s experience in working with their fellow directors. All but two directors have served on the Board for at least four years, and certain directors have ten or more years of experience on our Board. Accordingly, the Board has had significant experience with the incumbent directors and has had the opportunity to assess the contributions that the directors have made to the board as well as their industry knowledge, judgment and leadership capabilities.

Tony G. Holcombe was appointed as a director in 2011. Currently, Mr. Holcombe is Vice Chairperson of the Board of Syniverse, where he served as that company’s President and CEO from 2006 to until his retirement in 2011. He has been a member of the Syniverse Board since 2003. He also serves on the Nominating and Governance Committee of Syniverse. During his time as President and CEO of Syniverse, Mr. Holcombe’s many accomplishments included diversifying the business through several key acquisitions; defining a strategic vision that transformed Syniverse from a North American roaming and clearing house provider to a leading global provider of technology and business services to the mobile industry; and solidifying The Carlyle Group as the company’s single investor in January 2011 for $2.6 billion. Before becoming Syniverse’s President and CEO, Mr. Holcombe served as president of Emdeon Corp., formerly WebMD, and as president of Emdeon Business Services. Mr. Holcombe has more than 20 years of

TABLE OF CONTENTS

executive-level experience in the transaction processing and technology services industry. He was CEO of Valutec Card Solutions and served in various executive positions at Ceridian Corporation, including EVP of Ceridian Corporation, president of Ceridian Employer Employee Services and president of Comdata. Mr. Holcombe received his bachelor’s degree from Georgia State University, where he currently serves as an Advisor for the Robinson College of Business. Mr. Holcombe’s wide-ranging business experience provides valuable knowledge to our Audit Committee and to the Compensation Committee, where he serves as Chairperson. Mr. Holcombe also serves as the lead director of the Company.

Sherrie G. McAvoy was appointed to the board in 2013. She spent her 31 year career at Deloitte & Touche LLP, a global accounting, auditing and professional services firm. During her last five years with Deloitte, Ms. McAvoy served as the lead audit partner supervising audits of both public and private companies in a diverse group of industries including retail, leisure and technology services. She also held regional and national leadership positions in the retail and governance practices. Ms. McAvoy brings to our Board diversified business experience as well as deep expertise on accounting, auditing, internal controls, risk management, corporate compliance and ethics, and corporate governance. Ms. McAvoy received her Bachelor of Science degree from The Pennsylvania State University in 1980. She is a Certified Public Accountant and a member of The American Institute of Certified Public Accountants. Ms. McAvoy served as an advisor to The Institute for Excellence in Corporate Governance at The University of Texas at Dallas from its inception in 2002 through 2011. We believe that Ms. McAvoy’s expertise garnered over 31 years with Deloitte brings a valuable perspective to our Board on accounting, financial and internal control matters. Ms. McAvoy is Chairperson of the Audit Committee and a member of the Compensation Committee and the Nominating and Corporate Governance Committee.

Stratton J. Nicolaides served as CEO of the Company from April 2000 to September 2015, and served as COO from April 1999 until March 2000. Mr. Nicolaides also served as Chairman of the Board from December 1999 to December 2015 and non-executive Chairman of the Board from January 2016 until the present. In 2007, Mr. Nicolaides began serving as a director of the Taylor Hooton Foundation, a non-profit organization formed to fight steroid abuse by America’s youth. With his years of experience in the wireless communication industry, including more than fifteen years of senior management experience at Numerex, we believe that Mr. Nicolaides’ deep industry knowledge and expertise in operations, product development, competitive intelligence and corporate strategy provides the Board with significant insight across a broad range of issues critical to our business.

Jerry A. Rose was appointed to the board in 2013 and brings a successful track record of leading and driving growth in key businesses such as General Electric Company (“GE”) and United Technologies Corporation (“UTC”). Mr. Rose was a Vice President of Product Management of GE Security, Inc. from June 2007 until 2010 and was instrumental in the sale of GE Security to UTC. In 2010, Mr. Rose joined UTC as Vice President of Global Product Management. Mr. Rose held several global leadership positions during his 26 years at GE including Executive Officer roles in GE’s Appliances, Lighting and Security businesses. We believe his product development and management knowledge and his leadership in global strategy and integration is a valuable addition to the Board. Mr. Rose currently serves as Chair of the Nominating and Governance Committee and as a member of the Compensation Committee.

Andrew J. Ryan has served as a director of the Company since May 1996. Mr. Ryan currently practices law with The Ryan Law Group (TRLG), a law firm he founded in May 2014. Prior to TRLG, he practiced law with the firm of Salisbury & Ryan since August 1994. Mr. Ryan serves as the Board designee of Gwynedd Resources, Ltd. in accordance with its contractual right to designate a member of the Board. Mr. Ryan’s wide-ranging legal practice and breadth of experience gained with his more than 20 years of experience with the Company has been of particular value in assisting the Board with evaluating business and strategic issues. Mr. Ryan provides the Board with significant operational insights regarding strategies and corporate governance issues.

Brian Igoe has been the Chief Investment Officer of the Rainin Group, Inc., a family office responsible for the investments of the Kenneth Rainin Foundation, since July 2008. Previously, Mr. Igoe was a Managing Director of Pequot Capital Management and served as the Chief Investment Officer for the firm’s emerging managers strategy from 2006 to 2008. Prior to this role, Mr. Igoe was one of the founders of Nyes Ledge Capital Management, a hedge fund of funds firm from 2004 to 2005. Before this role, Mr. Igoe

TABLE OF CONTENTS

was a managing member of Igoe Capital Partners, LLC, where he founded a hybrid public/private equity investment firm with a primary focus on the small and micro-cap sectors. Previously, Mr. Igoe was a Managing Director at Cambridge Associates, Inc. where he served as the Director of the Marketable Securities Manager Research Group. Mr. Igoe currently serves as a member of the Board of Directors of Electro Dunas SA, a Peruvian electric utility distribution company. Mr. Igoe graduated with a B.A. in Economics from Yale University and received his M.B.A. from the Tuck School of Business at Dartmouth. Mr. Igoe serves as the Board designee of VIEX in accordance with the terms of the agreement with Viex Capital Advisors and certain of its affiliates described below. Mr. Igoe is an independent director and possesses particular knowledge and experience in finance and capital structure, strategic planning and leadership. Mr. Igoe serves on the Audit Committee and Compensation Committee.

Eric Singer was appointed as a director and a member of the Audit and Nominating and Governance Committee in March of 2016. Mr. Singer serves as the designee of VIEX Capital Advisors, LLC pursuant to the agreement described below. Mr. Singer has served as the managing member of each of VIEX GP, LLC, the general partner of VIEX Opportunities Fund, LP, and various VIEX Opportunities Funds, as well as certain other investment funds since May 2014. Mr. Singer served as co-managing member of Potomac Capital Management III, LLC from March 2012 until September 2014, and General Partner of several of its related entities from May 2009 until September 2014. From July 2007 to April 2009, Mr. Singer was a senior investment analyst at Riley Investment Management. He has served on the board of directors of TigerLogic Corporation since January 2015, IEC Electronics Corp. since February 2015, and YuMe, Inc. since June 2016. Singer previously served as a director at Meru Networks, Inc. from January 2014 until January 2015, PLX Technology, Inc. from December 2013 until its sale in August 2014, Sigma Designs, Inc. from August 2012 until December 2013, including as its Chairman of the Board from January 2013 until December 2013, and Zilog Corporation from August 2008 until its sale in February 2010. Mr. Singer holds a B.A. from Brandeis University. Mr. Singer brings to the Board experience as a director at other public companies and significant financial and investment experience, including capital allocation and transactional experience. Mr. Singer serves on the Audit Committee and Nominating and Corporate Governance Committee.

Family Relationships

There are no family relationships among any of our directors or executive officers.

Right to Designate Director and Board Composition

On March 30, 2016, the Company entered into an agreement with Vertex Opportunities Fund, LP – Series One, Vertex Special Opportunities Fund II, LP, Vertex Special Opportunities Fund III, LP, Vertex GP, LLC, Vertex Special Opportunities GP II, LLC, Vertex Special Opportunities GP III, LLC, Vertex Capital Advisors, LLC, and Eric Singer (collectively, “VIEX”) under which the Company agreed:

(a)

to increase the number of members of the Board to eight and for a period until the date that is ten business days prior to the deadline for the submission of shareholder nominations of individuals for election to the Board at the 2017 Annual Meeting (the “Standstill Period”) and not to recommend or take action to increase the size of the Board to more than eight directors;

(b)

to appoint Eric Singer to fill the vacancy created thereby and elect Mr. Singer to the Audit Committee and the Nominating and Corporate Governance Committee;

(c)

to nominate Brian Igoe, Eric Singer, Stratton Nicolaides, Marc Zionts, Tony Holcombe, Sherrie G. McAvoy, Jerry A. Rose, and Andrew Ryan (the “2016 Nominees”) for election to the Board at the 2016 Annual Meeting; and

(d)

if Eric Singer, Brian Igoe, or any replacement director for Eric Singer or Brian Igoe is unable to serve as a director during the Standstill Period then VIEX will be given the right to recommend a substitute person to the Board, provided that VIEX, at the time such individual is unable to serve as a director, beneficially owns in the aggregate at least 5% of the Company’s then outstanding Class A Common Stock (Common Stock), such substitute person is independent pursuant to the SEC and NASDAQ listing standards, and such substitute person is not an Affiliate or Associate of VIEX.

TABLE OF CONTENTS

The Company previously entered into an agreement providing Gwynedd Resources Ltd. (“Gwynedd”) the right to designate one director to the Board. Additionally, if the Board consists of more than seven directors, Gwynedd, at its option, may designate one additional director. Any designee’s appointment will be subject to the exercise by the Board of its fiduciary duties and the approval of the Company’s shareholders upon the expiration of any appointed term at the next annual meeting of shareholders. Gwynedd waived its right to appoint an additional director during the Standstill Period. Gwynedd’s right to designate a director will cease at such time as Gwynedd’s equity interest in the Company drops below 10% of the outstanding shares of Common Stock. Mr. Ryan currently serves as Gwynedd’s sole designee on the Board. In connection with the Company’s agreement with VIEX, Gwynedd agreed to vote all its shares of Common Stock in favor of the election of the 2016 Nominees.

Section 16(a) Beneficial Ownership Compliance

Under Section 16(a) of the Exchange Act, the Company’s directors, executive officers and persons who are the beneficial owners of more than 10% of the outstanding Common Stock are required to report their beneficial ownership of Common Stock and any changes in that ownership to the SEC. Based solely on a review of the copies of reports furnish to, or filed by, us and written representations that no other reports were required, we believe that during FY 2016, the Company’s officers and directors complied with all applicable Section 16(a) filing requirements, except, as a result of administrative errors, as follows:

Ms. McAvoy had one late filing with respect to the grant of RSUs for service as a director of the Company.

Mr. Zionts, Mr. Costello, Mr. Gan, each had two late Form 4 filings arising from (i) participation in the Share Purchase Incentive Program (see “Compensation Discussion and Analysis — Share Purchase Incentive Program”) and (ii) the annual grants of RSUs to NEOs.

Mr. Gayron, Mr. Flynt, and Mr. Ramachandran each had one late Form 4 filing in connection with the annual grants of RSUs to NEOs.

Stock Ownership and Holding Requirements

In March 2015, we instituted a named executive officer stock ownership policy to more closely align the interests of our Named Executive Officers (NEOs) with those of our stockholders. The stock ownership policy requires the CEO to own stock worth at least 3.0 times his base salary and all other NEOs to own stock worth at least 1.0 times their base salary. NEOs have five years from the date of adoption of the policy to meet their respective stock ownership guideline.

Compensation Claw Back Policy

In March 2015, we adopted a compensation “claw back” policy applying to NEOs. In the event of a material restatement of the Company’s financial results, the Board of Directors, after considering the facts and circumstances of the restatement, may take action against the NEO including recoupment of all or part of any compensation paid to the NEO that was based up on the achievement of the financial results that were subsequently restated.

TABLE OF CONTENTS

Board Committees

The Board has a standing Audit Committee (the “Audit Committee”), Compensation Committee (the “Compensation Committee”), and Nominating and Corporate Governance Committee (the “Nominating Committee”). The Board has determined that all committee chairs and committee members are independent under the applicable NASDAQ and SEC rules. The members of each of the Company’s committees during FY 2016 are identified in the table below.

Name	Audit Committee	Compensation Committee	Nominating Committee
Brian Igoe	*	*
Tony G. Holcombe	*	Chairperson
Sherrie G. McAvoy	Chairperson	*	*
Stratton J. Nicolaides
Jerry A. Rose		*	Chairperson
Andrew J. Ryan
Eric Singer	*		*

Audit Committee

The Board determined that Sherrie McAvoy, Chairperson of the Audit Committee during FY 2016, is an “audit committee financial expert” as defined by the SEC. The principal functions of the Audit Committee are to: (a) assist in the oversight of the integrity of the Company’s financial statements, the Company’s internal controls to ensure compliance with legal and regulatory requirements, the qualifications and independence, as well as the performance, of the Company’s independent accountants; (b) approve the selection, appointment, retention and/or termination of the Company’s independent accountants, as well as approving the compensation thereof; and (c) approve all audit and permissible non-audit services provided to the Company and certain other persons by such independent accountants. The Audit Committee Charter is available on the Company’s website at http://www.numerex.com/about/corporate-governance.cfm.

Compensation Committee

The Compensation Committee is responsible primarily for reviewing the compensation arrangements for the Company’s executive officers, including the CEO, and for formulating the Company’s equity compensation plans. The Compensation Committee Charter is available on the Company’s website at http://investor.numerex.com/corporate-governance.cfm. All of the members of the Compensation Committee have been determined by the Board to be independent under applicable NASDAQ and SEC rules.

Nominating and Corporate Governance Committee

The Nominating Committee assists the Board in identifying qualified individuals to become directors, determines the composition of the Board and its committees, monitors the process to assess the Board’s effectiveness and helps develop and implement the Company’s Corporate Governance Guidelines. The Nominating Committee reviews the performance of the Board, its committees and individual members of the Board. The Nominating Committee also considers nominees for election as directors proposed by shareholders. The Nominating Committee Charter specifies that the composition of the Board should reflect experience in the following areas: finance, compensation, sales and marketing, technology and production. The Nominating Committee Charter is available on the Company’s website at http://investor.numerex.com/corporate-governance.cfm.

Code of Ethics

The Company has a Code of Ethics and Business Conduct (the “Code”) that applies to the Company’s directors, officers, and employees, including the Company’s named executive officers. The Code is available on the Company’s website at http://investor.numerex.com/corporate-governance.cfm. We will disclose any future amendments to, or waivers from, provisions of these ethics policies and standards on our website as promptly as practicable, as may be required under applicable SEC and NASDAQ rules.

TABLE OF CONTENTS

Director Independence

The Board has determined that all Board members, excluding Mssrs. Nicolaides and Ryan, are independent under applicable NASDAQ and SEC rules. Furthermore, the Board has determined that each member of each of the committees of the Board is independent within the meaning of NASDAQ’s and the SEC’s director independence standards. In making this determination, the Board solicited information from each of the Company’s directors regarding several factors, including whether such director, or any member of his immediate family, had a direct or indirect material interest in any transactions involving the Company, was involved in a debt relationship with the Company or received personal benefits outside the scope of such person’s normal compensation. The Board considered the responses of the Company’s directors, and independently considered all other material information relevant to each such director in determining such director’s independence under applicable SEC and NASDAQ rules.

ITEM 11. EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis explains the objectives, strategy and features of our executive compensation program, and it describes how the compensation of our executive management aligns with our corporate objectives and shareholder interests. Although our executive compensation program is generally applicable to all our senior executives, this discussion and analysis focuses primarily on the program as applied to our “Named Executive Officers” (“NEOs”): the CEO, the CFO and the other officers included in the “Summary Compensation Table”. At December 31, 2016, Mr. Zionts, Mr. Ramachandran, and Mr. Costello served as Chief Executive Officer, Chief Technology Officer, and Chief Revenue Officer, respectively, and are NEOs for 2016. As a result of the previously reported management changes in early 2017, none of these officers remains with the Company.

EXECUTIVE SUMMARY

The Company requires a highly skilled, motivated and experienced executive team to lead its efforts to develop and sell complex end-to-end IoT solutions that help customers monitor processes, equipment, condition or location. We must make investments that might not pay off for several years, while managing costs and staying ahead of a market that changes rapidly due to advances in technology and competitive conditions.

During FY 2016, Numerex adopted a non-equity incentive compensation plan (the “IC Plan”) for the NEOs based on achieving target goals for each of the five following financial and business metrics (each an “IC Metric”): Revenue, Adjusted EBITDA (earnings before interest, taxes, depreciation and amortization, excluding the effect of equity-based compensation and non-operational items), Gross Margin, the number of Network Subscriptions, and Average Revenue per Unit (“ARPU”). These goals were set by the Compensation Committee at the beginning of FY 2016. In FY 2016, the Company met the threshold levels for Gross Margin and the threshold level for ARPU, and the NEOs (excluding the Chief Revenue Officer”) were entitled to incentive compensation of 18.75% of each individual’s targeted bonus. The Chief Revenue Officer (“CRO”) had an incentive plan based solely on achieving revenue targets for the entire Company. The CRO received quarterly incentive compensation bonuses totaling $197,657 for the year.

No formal compensation benchmarking was used to determine pay for the new leadership team. Instead, the Compensation Committee negotiated the employment terms with the former CEO and assessed competitiveness by considering the compensation package of the previous CEO and relying on the business experience of Compensation Committee members. Similarly, the former CEO negotiated the employment terms with each member of his team assessing competitiveness using his business experience, the pay of similarly situated prior executives at the Company with advice and approval from the Compensation Committee.

THE ROLE OF THE COMPENSATION COMMITTEE

The three-member Compensation Committee oversees the Company’s executive compensation program. All of the members of the Compensation Committee have been determined by the Board to be independent under applicable NASDAQ and SEC rules.

TABLE OF CONTENTS

The Compensation Committee’s responsibilities include:

•

Establishing the overall level of targeted compensation for each NEO and how targeted compensation should be allocated among the three principal elements of compensation:

–

Base Salary;

–

Non-equity incentive plan awards – commonly referred to as cash bonuses; and

–

Equity awards.

•

Setting the performance levels that must be achieved for NEOs to receive or exceed their targeted bonuses.

•

Approving base pay adjustments for the NEOs after reviewing, among a number of factors, performance, business results and informal competitive benchmarks.

•

Approving non-equity incentive awards after reviewing the NEO’s performance and business results against established performance benchmarks.

•

Approving equity compensation grants to NEOs after reviewing, among a number of factors, performance, business results, prior equity grants, and informal competitive benchmarks.

•

Reviewing and recommending to the full board appropriate levels of board compensation.

During FY 2016, Mr. Zionts participated in the Compensation Committee’s meetings and provided input into compensation decisions at the Compensation Committee’s request. In particular, Mr. Zionts participated by making recommendations on NEO compensation and input on objectives (other than for himself). Mr. Zionts’ compensation was determined solely by the Compensation Committee.

The Use of Compensation Consultants

In FY 2015, the committee engaged Deloitte Consulting, LLP as its compensation consultant. During FY 2015, Deloitte provided the Compensation Committee with ad hoc advice on pay issues, equity targets for new hires and in reviewing the new CEO’s employment agreement.

In FY 2016, the committee did not engage a compensation consultant but kept compensation at the same level as in FY2015.

The Use of Compensation Survey Data and Peer Companies

During FY 2016, the Compensation Committee did not conduct any formal competitive pay benchmarking. Instead, the competitiveness of the pay offered to the newly hired leadership team was based on negotiations, reference to general compensation trends, the pay of prior similarly situated executives at Numerex, and the broad business experience of members of the Compensation Committee.

COMPENSATION OBJECTIVES AND INDIVIDUAL ELEMENTS

The Committee does not use any particular formula to determine specific allocations among the key elements of NEO compensation: base, non-equity incentive compensation, and equity. Instead, the Committee looks to ensure that NEO compensation effectively drives a mix of short- and long-term performance and is aligned with shareholders’ long-term interests.

The following describes the general purpose of each element of compensation and how the Committee made FY 2016 pay decisions around each element.

Elements of Compensation

Base Salaries

We strive to provide competitive base salaries that allow us to attract and retain a high performing leadership team at a reasonable level of fixed costs. Base pay levels generally are set with reference to what the Compensation Committee determines to be market competitive but recognizes that exceptions can exist

TABLE OF CONTENTS

to reflect a variety of factors such as skills and experience, individual performance track record, the difficulty of replacement and affordability. Base salaries are reviewed annually and at other times if an executive officer’s responsibilities have materially changed or other special circumstances warrant a review.

Non-Equity Incentive Based Awards

The annual “non-equity incentive based awards” are designed to maintain NEO focus and motivation around activities deemed critical to growing shareholder value. In FY 2016, we expanded our focus of improving revenue and Adjusted EBIDTA (earnings before interest, taxes, depreciation, amortization, excluding the effect of equity-based compensation, non-operational items, and one time items) to include improving gross margin, network subscriptions, and ARPU. Under the non-equity incentive compensation plan, incentive compensation will be paid upon achievement of at least a threshold level of an IC Metric with the full target incentive compensation being paid on achievement of the target levels of all of the IC Metrics. The NEO must be employed by the Company at the time of payment to receive the payment. For FY2016, the Company achieved the threshold level for the gross margin and the threshold level for the ARPU IC Metrics.

	Bonus as percent of Target Bonus						Goals
Measure & Weight	Threshold		Target		Stretch		Threshold			Target			Stretch
Revenue		12.5%		25%		50%		$	75.0MM		$	80.5MM		$	88.5MM
Gross Margin		12.5%		25%		50%			45%			50%			55%
Adjusted EBITDA as a % of Revenue before bonus payout		12.5%		25%		50%			8.5%			9.5%			11.7%
Growth in Network Subscriptions		6.25%		12.5%		25%			1,990,800			2,212,000			2,433,200
Growth in ARPU		6.25%		12.5%		25%			2.40			2.67			2.94

The one exception to the NEO IC Plan in 2016 relates to our CRO. Under his IC Plan, incentive compensation will be paid quarterly upon achievement of Company-wide revenue targets. The Committee set the annual revenue target at $80.5MM and each quarterly target at one quarter of the annual revenue target.

Revenue as percentage of target revenue	Bonus as % of Quarterly Base Pay
Below 50%		0%
50% – 75%		25%
75.1 – 90%		50%
90.1% – 97.5%		75%
97.6% – 100%		100%
100.1% – 119.9%		120%
120% – 130%		150%
130.1% – 149.9%		175%
150% and above		200%

The Compensation Committee decided to keep the FY 2015 incentive compensation targets in place for the prior NEOs during FY 2016.

Equity Awards

We use equity compensation as a long-term incentive to enhance the alignment of NEO compensation with shareholder returns and as a retention tool focused on top executives that have the most direct line of sight to results.

TABLE OF CONTENTS

In FY 2014, the Company established a range of annual target equity grants based on those recommended as competitive by our Independent Compensation Consultant. These targets remain unchanged as follows:

Position			The Value of Annual Equity Grants as a % of Base Pay(1)
CEO			80% – 120%
CFO			40% – 60%
COO			40% – 60%
CMO			40% – 60%
CTO			40% – 60%
EVP			40% – 60%

(1)

The value of stock options is based on the Black-Scholes option pricing model value at the time of grant and the value of RSUs is based on the product of the number of shares and the prevailing stock price at the time of grant.

The primary form of equity compensation awarded by the Committee is nonqualified stock options and restricted share units (RSUs) with the granted value split between the two. While the Compensation Committee references the competitive annual target range, the number of stock options and RSUs awarded also reflects the Compensation Committee’s qualitative assessment of a variety of factors including the Company’s overall financial performance, individual contributions towards that performance, prior grants and holdings, and individual contributions to particular strategic initiatives or special projects.

Perquisites and Other Benefits

The Company does not provide its NEOs with perquisites or employee benefits that are not generally available to other full-time employees. These include a medical, dental, and life insurance plans and a 401(k). The Company does not provide a pension plan or a supplemental retirement plan for its named executive officers or any other employees.

During FY 2015, the Company implemented a Share Purchase Incentive Program (“SPIP”) in which all employees, including NEOs, are eligible to participate. The Plan allows employees to elect to “purchase” Numerex shares through an irrevocable annual payroll reduction. Shares were granted on January 1, 2016 and have a value of 150% of the annual payroll reduction. The entire share grant, including the additional 50%, vests at 50% per year over two years. Vesting is prorated upon involuntary termination of employment. The Company did not implement a similar plan for FY 2016.

COMPENSATION DECISIONS FOR FY 2016

Pay for Mr. Zionts was negotiated by the Compensation Committee in 2015. Pay for the other NEOs was negotiated between Mr. Zionts and the NEOs with Compensation Committee approval. There were no base pay adjustments for any NEOs. Base pay for all NEOs employed by the Company during FY 2015 remained the same during FY2016.

TABLE OF CONTENTS

SUMMARY COMPENSATION TABLE

The following table sets forth certain information with respect to compensation for the fiscal years ended December 31, 2016, 2015 and 2014 earned by or paid to the Company’s NEOs, as determined in accordance with applicable SEC rules.

Name and Title	Year		Salary ($)			Bonus ($)		Stock Awards ($)(1)		Option Awards ($)(2)		Non-Equity Incentive Plan Compensation ($)		All Other Compensation ($)(3)		Total ($)(4)
Marc Zionts, Former CEO(5)		2016			400,000		—		194,640		198,785		—		9,746		803,171
Marc Zionts, Former CEO(5)		2015			133,333		—		1,266,674		66,514		—		310,132		1,776,653
Kenneth Gayron, interim CEO and CFO(5)(8)		2016			245,577		21,875(8)		347,826		293,664		28,125		8,777		945,844
Sri Ramachandran, Former Chief Technology Officer(5)		2016			275,000		—		262,526		234,074		—		11,388		782,988
Richard A. Flynt Former CFO(5)		2016			162,500		—		—		—		—		137,500(7)		300,000
		2015			300,000		—		55,476		45,619		—		19,753		420,848
		2014			300,000		—		214,620		91,249		—		18,367		624,236
Vincent Costello, Former CRO(5)		2016		$	275,000		—		66,937		68,339		197,657		11,388		619,321
Vincent Costello, Former CRO(5)		2015			61,522		60,000(6)		186,990		189,168		—		1,755		544,831
Shu Gan, CMO(5)		2016			250,000		—		60,839		62,107		18,750		11,388		403,084
Shu Gan, CMO(5)		2015			60,737		—		170,730		172,278		—		2,380		406,125

(1)

The dollar value of stock awards shown represents the grant date fair value calculated on the basis of the fair market value of the underlying shares of our Common Stock on the respective grant dates in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Certification (ASC) Topic 718 without any adjustment for estimated forfeitures. The actual value that an executive will realize on each stock award will depend on the price per share of our Common Stock at the time shares underlying the stock award are sold. There can be no assurance that the actual value realized by an executive will be at or near the grant date fair value of the stock awarded.

(2)

The amount in this column reflects the aggregate grant date fair value of the award in accordance with FASB ASC Topic 718. The dollar value of the stock options, including stock-settled stock appreciation rights (SARs) shown, represents the estimated grant date fair value pursuant to the Black-Scholes option pricing model, with no adjustment for estimated forfeitures. The actual value, if any, which an executive may realize on each stock option will depend on the excess of the stock price over the exercise/base price on the date the stock option is exercised and the shares underlying such stock option are sold. There is no assurance that the actual value realized by an executive will be at or near the value estimated by the Black-Scholes model.

(3)

Amounts include:

•

Contributions by the Company to the individual’s health, dental, and life/disability insurance premiums and health savings accounts. All of these benefits are also available to all of the Company’s full-time employees.

•

Relocation payments to Mr. Zionts in the amount of $162,459 and a tax-gross up in the amount of $143,017.

(4)

Totals do not reflect the compensation actually paid but includes, as required by SEC rules, the fair value of equity-based compensation awarded in the applicable fiscal year; see notes (1) and (2) above.

(5)

Mr. Zionts joined the Company as the CEO on September 1, 2015 and departed on January 10, 2017; Mr. Costello joined the Company as the CRO on October 12, 2015 and separated on January 13, 2017;

TABLE OF CONTENTS

Mr. Gan joined the Company as the Chief Marketing Officer (“CMO”) on October 5, 2015; Mr. Flynt separated from the Company on July 15, 2016. Mr. Ramachandran joined the Company as as the Chief Technology Officer (“CTO”) on December 31, 2015 and separated on March 20, 2017. Mr. Gayron joined the Company as Chief Financial Officer (“CFO”) on March 7, 2016, and was appointed interim Chief Executive Officer (“CEO”) on January 11, 2017.

(6)

Signing bonus upon hire.

(7)

Under Mr. Flynt’s separation and release agreement, Mr. Flynt is entitled to receive up to $212,500 of which $137,500 was paid in FY2016.

(8)

The Board of Directors increased Mr. Gayron’s total non-equity incentive compensation and bonus to $50,000 in connection with an increase in his responsibilities as interim CEO.

GRANTS OF PLAN-BASED AWARDS

The following table summarizes, except as noted, all plan based awards that the Company’s NEOs were eligible to receive for FY 2016 performance.

	Grant Date		Estimated Possible Payouts Under Non-Equity Incentive Plan Awards ($)						All Other Stock Awards: Number of Shares or Units		All Other Option Awards: Number of Securities Underlying Options		Exercise or Base Price of Option Awards ($)		Grant Date Fair Value of Stock and Option Awards ($)
Name	Grant Date		Threshold		Target		Maximum		All Other Stock Awards: Number of Shares or Units				Exercise or Base Price of Option Awards ($)		Grant Date Fair Value of Stock and Option Awards ($)
Kenneth Gayron		5/19/16		75,000		150,000		300,000		47,910		96,600		7.26		641,490
Shu Gan		5/19/16		50,000		100,000		200,000		8,380		20,430		7.26		122,945
Marc Zionts		5/19/16		150,000		300,000		600,000		26,810		65,390		7.26		393,425
Rick Flynt		—		—		—		—		—		—		—		—
Sri Ramachandran		5/19/16		55,000		110,000		220,000		9,220		22,480		7.26		301,011
Vincent Costello(1)		5/19/16		—		275,000		550,000		9,220		22,480		7.26		135,276

(1)

Mr. Costello’s non-equity incentive compensation is based solely of the Company’s revenue and is capped at two times his base salary. See the discussion on Non-Equity Incentive Compensation under the Compensation Discussion & Analysis.

STOCK OPTION EXERCISES AND STOCK VESTED

The following table shows the number of shares acquired upon exercise of stock options and vesting of performance shares for each of our named executive officers during FY 2016.

	Option Awards				Stock Awards
Name	Shares Acquired on Exercise		Value Realized on Exercise ($)		Shares Acquired on Vesting		Value Realized on Vesting ($)
Kenneth Gayron		—		—		—		—
Shu Gan		—		—		5,250		38,273
Marc Zionts		—		—		1,841		13,955
Rick Flynt		—		—		6,303		46,895
Vincent Costello		—		—		5,750		41,918
Sri Ramachandran		—		—		—		—

TABLE OF CONTENTS

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

The following table sets forth certain information with respect to the outstanding equity awards at December 31, 2016 for each of the named executive officers.

Name	Securities Underlying Unexercised Options (#) Exercisable		Securities Underlying Unexercised Options (#) Unexercisable		Option Exercise Price ($)		Option Expiration Date(1)		No. of Shares or Units of Stock that have not vested(2)		Market Value of Shares or Units of Stock that have not vested ($)
Marc Zionts		—		17,813		9.05		9/1/2025		169,577		1,254,870
Marc Zionts		—		65,390		7.26		5/19/2026		—		—
Richard A. Flynt		—		—		—		—		—		—
Vincent Costello		—		56,000		8.13		10/28/2025		32,856		243,134
Vincent Costello		—		22,480		7.26		5/19/2026
Shu Gan		—		51,000		8.13		10/28/2025		22,737		168,254
Shu Gan		—		20,430		7.26		5/19/2026
Kenneth Gayron		—		96,600		7.26		5/19/2026		47,910		354,534
Sri Ramachandran		—		63,500		6.17		1/26/2026		32,995		244,163
Sri Ramachandran		—		22,480		7.26		5/19/2026		32,995		—

(1)

All stock options above vest at the rate of 25% per year over four years from the date of grant and expire ten years from the grant date.

(2)

Except for 132,597 shares for Mr. Zionts, restricted stock vests at the rate of 25% per year over four years. The 132,597 shares for Mr. Zionts cliff vests 100% four years from the date of grant.

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

The employment of all of our named executive officers is at will. However, they are entitled to certain severance benefits upon their termination of employment under certain defined circumstances, as described further below. There are no payments made to the named executive officers upon voluntary retirement, voluntary resignation or upon death or disability.

The Company’s named executive officers have taken professional risks in leaving prior employers or, in the case of former NEOs, made major contributions towards building the Company into the enterprise that it is today. The Company believes that it is important to protect them in the event of an involuntary termination. Further, it is the Company’s belief that the interests of its shareholders will be best served if the interests of the Company’s senior management team are aligned with them, and providing change in control benefits should eliminate, or at least reduce, the reluctance of senior management to pursue potential change in control transactions that are in the best interests of the Company’s shareholders.

Accordingly, the Company has entered into agreements with the NEOs that provide the following benefits:

Kenneth Gayron

•

One year of base pay in the event of a termination without cause or resignation for good reason.

Shu Gan

•

6 months of base pay in the event of a termination without cause or resignation for good reason.

Marc Zionts

•

One year of base pay in the event of a termination without cause or resignation for good reason; after one year of employment, an additional payment equal to target bonus.

Sri Ramachandran

•

6 months of base pay in the event of a termination without cause or resignation for good reason.

TABLE OF CONTENTS

Vincent Costello

•

6 months of base pay in the event of a termination without cause or resignation for good reason.

Rick Flynt

•

One year of base pay in the event of a termination without cause or resignation for good reason within one year following a change-in-control.

In all cases, all unvested equity grants are vested upon a change-in-control.

Pursuant to those agreements, “termination without cause” is deemed to be a “separation from service” as defined under Section 409A of the Internal Revenue Code of 1986 (“the Code”). The concept of “resignation for good reason” encompasses termination of employment following a diminution in title, responsibility, or salary level as well as required relocation outside of 50 miles from the Company’s current headquarters location.

A “change in control” as defined in the change in control agreements is deemed to occur if (a) the Company consummates a sale, transfer, assignment, exchange, or other conveyance of all or substantially all of the assets of the Company, (b) there is a sale, transfer, assignment, exchange, or other conveyance resulting in any third party’s acquisition of more than 50% of the outstanding voting stock of the Company, or (c) a merger or consolidation occurs which results in a third party’s ownership of more than 50% of the merged or consolidated entity.

The table below reflects the amount of compensation payable, or would have been payable, to each of the Company’s named executive officers in the event of a termination without cause as defined above and change in control. For illustrative purposes, the tables assume that such termination was effective as of December 31, 2016. The stock price used was the closing price of the Company’s Common Stock on December 31, 2016, or $7.40 per share. Each of Messrs. Zionts’, Costello’s and Ramachandran’s right to receive options and shares upon a change in control are no longer in effect.

	Payout ($)
Kenneth Gayron Cash Severance Payment		300,000
Fair Value of Options/Shares that Vest on a Change-in-Control		1,069,374
Total:		1,369,374
Shu Gan Cash Severance Payment		125,000
Fair Value of Options/Shares that Vest on a Change-in-Control		696.835
Total:		821,835
Sri Ramachandran Cash Severance Payment		137,500
Fair Value of Options/Shares that Vest on a Change-in-Control		880,415
Total:		1,017,915
Vin Costello Cash Severance Payment		137,500
Fair Value of Options/Shares that Vest on a Change-in-Control		823,886
Total:		961,386
Marc Zionts Cash Severance Payment		400,000
Fair Value of Options/Shares that Vest on a Change-in-Control		1,870,572
Total:		2,270,572
Rick Flynt(1) Cash Severance Payment		NA
Fair Value of Options/Shares that Vest on a Change-in-Control		NA
Total:		NA

(1)

Not employed as of 12/31/2016

Compensation of Directors — FY 2016

The Board uses a combination of cash and stock-based incentives to attract and retain qualified candidates to serve as directors. In determining director compensation, the Board considers the significant amount of time required of our directors in fulfilling their duties, as well as the skill and expertise of our

TABLE OF CONTENTS

directors. The Compensation Committee periodically reviews director compensation with the assistance of our independent compensation consultant and recommends to the Board the form and amount of compensation to be provided.

The annual retainer fee for directors is $25,000 plus additional fees for participation on committees of the Board as follows: $6,500 for the Lead Director, Compensation Committee Chairperson, and Nominating Committee Chairperson, $10,000 for the Audit Committee Chairperson, and $5,000 for Audit, Compensation, Nominating and Executive Committee members. Fees are paid quarterly. Directors also receive reimbursement of expenses incurred in attending meetings. Non-employee directors may elect to have a portion or all of their annual fees paid in shares of stock having a value equivalent to the cash amount at the end of the fiscal quarter. One director, Ms. McAvoy, has elected to receive restricted stock units in lieu of $7,500 of her cash compensation. All of the other non-employee directors elected to have all FY 2016 annual fees paid in cash.

In addition to the fees discussed above, each non-employee director receives an award of restricted stock units with a targeted value of $125,000 on the date of the grant. On July 27, 2016, non-employee directors were awarded 16,000 restricted stock units that will vest on the first anniversary of the grant date and will be settled with shares of Common Stock.

The following table provides information concerning compensation paid by the Company to its non-employee directors for FY 2016.

Name	Fees Earned or Paid in Cash ($)(1)		Stock Award ($)(2)			Options ($)		All Other Compensation ($)		Total ($)
Stratton Nicolaides		—			—		—		240,000(3)		240,000
Eric Singer		35,000		$	124,640		—		—		159,640
Brian Igoe		35,000		$	124,640						159,640
Tony G. Holcombe		43,000		$	124,640		—		—		167,640
Sherrie G. McAvoy		37,500		$	132,126		—		—		169,626
Jerry A. Rose		36,500		$	124,640		—		—		161,140
Andrew J. Ryan		30,000		$	124,640		—		—		154,640

(1)

Includes annual fees and committee fees. Directors may elect to have a portion or all of their annual and committee fees paid in shares of the Common Stock. During FY 2016, Ms. McAvoy elected to have $7,500 of her fees paid in stock.

(2)

On July 27, 2016 each director was granted 16,000 restricted stock units of Common Stock with a grant date fair market value of $7.79 per share. These shares vest after one year.

(3)

Mr. Nicolaides was an employee of the Company and was not additionally compensated for his service as director in 2016. Mr. Nicolaides receives a monthly salary of $20,000 under an employment contract with the Company that expires December 31, 2018 and provides for automatic renewals unless either party provides written notice at least 60 days before the beginning of any renewal term. Mr. Nicolaides is entitled to receive the same benefits as all employees of the Company and is entitled to receive his salary in common shares of the Company in lieu of cash. In addition, under a change in control agreement, Mr. Nicolaides is entitled to receive one year of base pay in the event of a termination without cause or resignation for good reason within one year following a change in control.

Compensation Committee Interlocks and Insider Participation

Messrs. Holcombe, Rose, Igoe, and Ms. McAvoy served on our Compensation Committee during FY 2016. No members of the Committee during FY 2016 served as an officer, former officer, or employee of the Company or had a relationship requiring disclosure under “Related Person Transactions.”

During FY 2016, none of our executive officers served as:

•

a member of the Compensation Committee (or other committee performing equivalent functions or, in the absence of any such committee, the entire Board) of another entity, one of whose executive officers served on our Compensation Committee;

TABLE OF CONTENTS

•

a director of another entity, one of whose executive officers served on our Compensation Committee; or

•

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth certain information regarding the beneficial ownership of the Company’s common stock as of April 22, 2017, by (i) each person known by the Company to be the beneficial owner of more than 5% of the Common Stock, (ii) each director, director nominee, and named executive officer of the Company, and (iii) all current directors and executive officers of the Company as a group. Except as otherwise indicated below, the beneficial owners of the Common Stock listed below have sole investment and voting power with respect to such shares. The shares “beneficially owned” by an individual are determined in accordance with the definition of “beneficial ownership” set forth in the regulations of the SEC. Accordingly, they may include shares owned by or for, among other things, the spouse, minor children or certain other relatives of such individual, as well as other shares as to which the individual has or shares votes or investment power or has the right to acquire within 60 days after April 22, 2017.

	Shares Beneficially Owned(1)
Name and Address of Beneficial Owner or Identity of Group	(#)		(%)
More Than 5% Shareholders
Gwynedd Resources, Ltd.(2) 1011 Centre Road, Suite 322 Wilmington, DE 19805		2,947,280		15.05%
VIEX Capital Advisors LLC(3) 825 Third Ave, 33rd Floor New York, NY 10022		1,881,394		9.60%
Kenneth Lebow(4) The Lebow Family Revocable Trust Santa Barbara, CA 93108		1,356,692		6.93%
Yorkmont Capital Partners, LP(5) 2313 Lake Austin Blvd, Suite 202 Austin, TX 78703		1,513,590		7.73%
Paul J. Solit(6) Potomac Capital Partners, L.P. 825 Third Ave, 33rd Floor New York, NY 10022		1,085,811		5.09%
Directors and Executive Officers
Vincent Costello(17)		29,370		*
Richard A. Flynt(8)		9,036		*
Shu Gan(16)		26,541		*
Kenneth Gayron(7)		36,127		*
Tony G. Holcombe(9)		95,350		*
Sherrie G. McAvoy(10)		38,407		*
Stratton J. Nicolaides(11)		235,189		1.20%
Sri Ramachandran(16)		28,668		*
Jerry A. Rose(12)		36,000		*
Andrew J. Ryan(13)		231,368		*
Brian R. Igoe(18)		32,500		*
Eric Singer(3)		1,881,394		9.60%
Marc J. Zionts(14)		171,382		*
All Current Directors and Executive Officers as a group		2,851,332		14.56%

TABLE OF CONTENTS

(1)

Percentage calculations are based on the 19,532,459 shares of the Company’s Common Stock, no par value, that were outstanding at the close of business on April 21, 2017; includes the subset of shares issuable upon the exercise of outstanding stock options and restricted stock units exercisable or vesting within 60 days after April 21, 2017.

(2)

The shareholders of Gwynedd Resources, Ltd. include various trusts for the benefit of Maria E. Nicolaides and her children for which Elizabeth Baxavanis, Mrs. Nicolaides’ mother-in-law, serves as trustee. The Gwynedd trusts beneficially own, directly or indirectly, 2,947,280 shares representing ownership of approximately 89% of the outstanding stock of Gwynedd. Mrs. Baxavanis disclaims beneficial ownership of all shares of Common Stock owned by Gwynedd. Mrs. Nicolaides disclaims beneficial ownership of 327,143 shares owned by Gwynedd that may be deemed to be beneficially owned by the other shareholders of Gwynedd, including trusts for the benefit of her children.

(3)

VIEX Capital Advisors LLC beneficially owns, directly or indirectly, an aggregate of 1,881,394 shares of Common Stock consisting of: (i) 399, 837 shares owned by VIEX Opportunities Fund LP – Series One (Series One), (ii) 1,259,908 shares owned by VIEX Special Opportunities Fund II, LP (VSO II), and (iii) 221,649 shares owned by VIEX Special Opportunities Fund III, LP (VSO III) Mr. Singer, by virtue of his position as managing member of each of the general partners of VIEX, Series One, VSO II, and VSO III may be deemed to beneficially own the shares owned directly by such entities. The subset of shares held by Mr. Singer does not include 16,000 nonvested restricted stock units that vest more than 60 days after April 21, 2017.

(4)

According to Schedule 13D/A, filed jointly with the SEC on August 2, 2010, by Kenneth Lebow, et al (Lebow), Lebow beneficially owned 1,356,692 shares.

(5)

Based on information provided by Yorkmont Capital Partners, LP, Yorkmont Capital Management, LLC, and Graeme P. Rein in a Schedule 13G/A filed on January 6, 2017. According to the Schedule 13G/A. each of Yorkmont Capital Partners, LP, Yorkmont Capital Management, LLC, and Graeme P. Rein has sole voting and dispositive power over 1,513,590 shares of Common Stock and Graeme P. Rein has sole voting and dispositive power over 3,900 additional shares of Common Stock.

(6)

Based on information provided by Potomac Capital Partners, L.P., Paul J. Solit, Potomac Capital Management, LLC, and Potomac Capital Management, Inc. in a Schedule 13G/A filed on February 6, 2017. According to the Schedule 13G/A, each of Potomac Capital Partners, L.P., Potomac Capital Management, LLC, Potomac Capital Management, Inc. and Paul J. Solit has sole voting and dispositive power over 483,751 shares of Common Stock and Paul J. Solit has sole voting and dispositive power over 1,085,811 additional shares of Common Stock.

(7)

The subset of shares held by Mr. Gayron includes: (i) 11,977 restricted stock units vesting within 60 days of April 21, 2017, and (ii) 24,150 shares of Common Stock issuable upon the exercise of stock options exercisable within 60 days of April 21, 2017, but does not include 35,933 nonvested restricted stock units or stock options to acquire 72,450 shares that vest more than 60 days after April 21, 2017.

(8)

The subset of shares held by Mr. Flynt includes 9,036 shares of Common Stock.

(9)

The subset of shares held by Mr. Holcombe includes 85,350 shares of Common Stock but does not include 16,000 nonvested restricted stock units that vest more than 60 days after April 21, 2017.

(10)

The subset of shares held by Ms. McAvoy includes 38,407 shares of Common Stock but does not include 16,000 nonvested restricted stock units that vest more than 60 days after April 21, 2017.

(11)

The subset of shares held by Mr. Nicolaides includes: (i) 134,557 shares of Common Stock, (ii) 4,750 restricted stock units vesting within 60 days of April 21, 2017, and (iii) 95,882 shares of Common Stock issuable upon the exercise of stock options exercisable within 60 days of April 21, 2017, but does not include 18,100 nonvested restricted stock units or stock options to acquire 37,050 shares of Common Stock that vest more than 60 days after April 21,2017. Shares beneficially owned by Mr. Nicolaides also do not include the 2,947,280 shares of Common Stock owned by Gwynedd, with respect to which Mr. Nicolaides disclaims beneficial ownership.

TABLE OF CONTENTS

(12)

The subset of shares held by Mr. Rose includes 36,000 shares of Common Stock but does not include 16,000 nonvested restricted stock units that vest more than 60 days after April 21, 2017.

(13)

The subset of shares held by Mr. Ryan includes: (i) 231,368 shares of Common Stock but does not include (i) 16,000 nonvested restricted stock units that vest more than 60 days after April 21, 2017 or (ii) the 2,947,280 shares of Common Stock owned by Gwynedd, with respect to which Mr. Ryan disclaims beneficial ownership.

(14)

The subset of shares held by Mr. Zionts includes: (i) 17,985 shares of Common Stock and (ii) 132,597 shares of voting nonvested restricted stock awards, and (iii) 20,800 shares of Common Stock issuable upon the exercise of stock options exercisable within 60 days of April 21, 2017; but does not include 36,980 nonvested restricted stock units or stock options to acquire 62,807 shares of Common Stock that vest more than 60 days after April 21, 2017.

(15)

The subset of shares held by Mr. Gan includes: (i) 6,589 shares of Common Stock, (ii) 2,095 restricted stock units vesting within 60 days of April 21, 2017, and (iii) 17,857 shares of Common Stock issuable upon the exercise of stock options exercisable within 60 days of April 21, 2017, but does not include 23,777 nonvested restricted stock units or stock options to acquire 53,573 shares that vest more than 60 days after April 21, 2017.

(16)

The subset of shares held by Mr. Ramachandran includes: (i) 4,868 shares of Common Stock, (ii) 2,305 restricted stock units vesting within 60 days of April 21, 2017, and (iii) 21,495 shares of Common Stock issuable upon the exercise of stock options exercisable within 60 days of April 21, 2017, but does not include 30,6910 nonvested restricted stock units or stock options to acquire 64,485 shares that vest more than 60 days after April 21, 2017.

(17)

The subset of shares held by Mr. Costello includes: (i) 7,445 shares of Common Stock, (ii) 2,305 restricted stock units vesting within 60 days of April 21, 2017, and (iii) 19,620 shares of Common Stock issuable upon the exercise of stock options exercisable within 60 days of April 21, 2017, but does not include 30,551 nonvested restricted stock units or stock options to acquire 58,860 shares that vest more than 60 days after April 21, 2017.

(18)

The subset of shares held by Mr. Igoe includes 24,000 shares of Common Stock held directly, and 8,500 shares of Common Stock held indirectly, but does not include 16,000 nonvested restricted stock units that vest more than 60 days after April 21, 2017.

Represents less than 1% of the Company’s total number of shares outstanding on April 22, 2016.

Equity Compensation Plan Information

The following table provides information as of December 31, 2016 about the securities authorized for issuance to our employees and non-employee directors under our stock-based compensation plans:

	Column A		Column B		Column C
Plan Category	Securities to be issued upon exercise of outstanding options, warrants and rights (#)		Weighted-average exercise price of outstanding options, warrants and rights ($)		Securities remaining available for future issuance under equity compensation plans (excluding securities reflected in Column A (#)
Equity compensation plans approved by security holders		1,649,479		7.97		713,679
Equity compensation plans not approved by security holders		—		—		—
Total		1,649,479		7.97		713,679

TABLE OF CONTENTS

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Certain Relationships and Related Transactions

The Company does not have a formal written policy regarding the review of related party transactions. However, the Board reviews all relationships and transactions in which the Company and its directors and senior executive officers or their immediate family members are participants to determine whether such persons have a direct or indirect material interest. The Company’s senior management is primarily responsible for the development and implementation of processes and controls to obtain information from the directors and senior executive officers with respect to related person transactions and for then determining, based on the facts and circumstances, whether the company or a related person has a direct or indirect material interest in the transaction. As required under SEC rules, transactions, if any, that are determined to be directly or indirectly material to the company or a related person are disclosed in the company’s proxy statement. In addition, the Audit Committee reviews and approves or ratifies any related person transaction that is required to be disclosed. Any member of the Audit Committee who is a related person with respect to a transaction under review may not participate in the deliberations or vote respecting approval or ratification of the transaction, provided, however, that such director may be counted in determining the presence of a quorum at a meeting of the Committee that considers the transaction.

Mr. Ryan, a Director of the Company, is principal partner of The Ryan Law Group. The Ryan Law Group provided legal services to the Company in FY 2016 and will continue to provide such services in FY 2017. For services performed in FY 2016, The Ryan Law Group invoiced the Company legal fees in the amount of approximately $140,000.

Independent Directors

For identification of each director determined to be independent, see “Director Independence” under Item 10 “Directors, Executive Officers and Corporate Governance.”

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The Audit Committee Charter contains procedures for the pre-approval of audit and non-audit services (the “Pre-Approval Policy”) to ensure that all audit and permitted non-audit services to be provided to the Company have been pre-approved by the Committee. Specifically, the Committee pre-approves the use of the Company’s independent registered public accounting firm for specific audit and non-audit services, except that pre-approval of non-audit services is not required if the “de minimis” provisions of Section 10A(i)(1)(B) of the Exchange Act are satisfied. If a proposed service has not been pre-approved pursuant to the Pre-Approval Policy, then it must be specifically pre-approved by the Committee before it may be provided by the independent registered public accounting firm. For additional information concerning the Committee and its activities with the independent registered public accounting firm, see “Corporate Governance — Audit Committee” and “Report of the Audit Committee” in this proxy statement.

During FY 2016, the Company’s independent registered public accounting firm was BDO USA, LLP and during FY 2015, the Company’s independent registered public accounting firm was Grant Thornton LLP. BDO USA, LLP provided services to the Company in the following categories and amounts:

Audit and Other Fees	FY 2016 ($)
Audit Fees		$	892,269
Audit-Related Fees			—
Tax Fees			—
All Other Fees			—

“Audit Fees” consist of fees for professional services associated with the annual consolidated financial statements audit, review of the interim consolidated financial statements included in the Company’s quarterly reports on Form 10-Q, and regulatory filings. Audit fees also include fees for professional services rendered for the audits of management’s assessment of the effectiveness of internal controls over financial

TABLE OF CONTENTS

reporting and Sarbanes-Oxley compliance. The Audit Committee reviews each non-audit service to be provided and assesses the impact of the service on the independent registered public accountant’s independence. There were no Audit-Related Fees for FY 2015 or FY 2016.

PART IV

Item 15. Exhibits, Financial Statement Schedules.

(a)

Documents filed as part of this report:

Consolidated Financial Statements. All financial statements of the Company as described in Item 8 of the original report on Form 10-K.

Financial statement schedule included in Part IV of this Form:

Schedule II – Valuation and qualifying accounts as described in this Item 15 of the original report on Form 10-K.

The following exhibits are filed as part of this report:

Exhibit Number			Description
3.1(1)			Amended and Restated Articles of Incorporation of the Company
3.2(1)			Bylaws of the Company
4.1			Warrant to Purchase Stock issued to Kenneth Rainin Foundation
10.1(2)			Registration Agreement between the Company and Dominion dated July 13, 1994
10.2(3)			Letter Agreement between the Company and Dominion (now Gwynedd) dated October 15, 1994, re: designation of director
10.3(4)			2006 Long-Term Incentive Plan (2006 Plan)*
10.4(5)			2014 Stock and Incentive Plan (2014 Plan)*
10.6(6)			Form of Change in Control Agreement dated August 5, 2014*
10.7(6)			Form of Stock Option Agreement under 2014 Equity and Incentive Plan*
10.8(6)			Form of Restricted Stock Unit Grant Notice and Agreement*
10.9(7)			Marc Zionts employment agreement*
10.11(7)			Stratton Nicolaides Employment Agreement dated November 4, 2015*
10.13(7)			Shu Gan Offer Letter for Employment dated September 22, 2015*
10.15			Sridhar Ramachandran Offer Letter for Employment dated November 20, 2015*
10.16			Kenneth Gayron Offer Letter for Employment dated November 24, 2015*
10.17			Kelly Gay Offer Letter for Employment dated January 11, 2017 (previously filed)
10.18			Kelly Gay Severance and Change in Control Agreement dated March 6, 2017 (previously filed)
10.19			Shu Gan Severance and Change in Control Agreement dates March 2, 2016 (previously filed)
10.20			Ken Gayron Severance and Change in Control Agreement dated March 17, 2016 (previously filed)
10.21(8)			Term Loan Agreement dated as of March 9, 2016 by and among Numerex Corp., the other parties thereto designated as Borrowers and Guarantors, and Crystal Finance LLC, as Term Agent
10.22(9)			First Amendment to Term Loan Agreement dated July 29, 2016 by and among Numerex Corp., the other parties thereto designated as Borrowers and Guarantors, and Crystal Finance LLC, as Term Agent
10.23(10)			Second Amendment to Term Loan Agreement dated November 3, 2016 by and among Numerex Corp., the other parties thereto designated as Borrowers and Guarantors, and Crystal Finance LLC, as Term Agent

TABLE OF CONTENTS

Exhibit Number			Description
10.25			Senior Subordinated Promissory Note dated March 31, 2017, issued by Numerex Corp. to Kenneth Rainin Foundation
21.1			Subsidiaries of Numerex Corp. (previously filed)
23.1			Consent of BDO USA, LLP (previously filed)
23.2			Consent of Grant Thornton, LLP (previously filed)
24.1			Power of Attorney (previously filed)
31.1			Rule 13a-14(a) Certification of Chief Executive Officer
31.2			Rule 13a-14(a) Certification of Chief Financial Officer
32.1			Rule 13a-14(b) Certification of Chief Executive Officer
32.2			Rule 13a-14(b) Certification of Chief Financial Officer
101			Interactive Data Files — The following financial information from Numerex Corp. Annual Report on Form 10-K for the year ended December 31, 2016 filed with the SEC on March 31, 2017, formatted in XBRL includes: (i) Consolidated Balance Sheets at December 31, 2016 and December 31, 2015, (ii) Consolidated Statements Operations for the fiscal periods ended December 31, 2016, 2015 and 2014, (iii) Consolidated Statements of Cash Flows for the fiscal periods ended December 31, 2016, 2015 and 2014, (iv) Consolidated Statement of Shareholders’ Equity and Comprehensive (Loss) Income for the fiscal period ended December 31, 2016, and (v) the Notes to Consolidated Financial Statements.** (previously filed)

Indicates a management contract of any compensatory plan, contract or arrangement.

This exhibit is furnished and will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (15 U.S.C. 78r), or otherwise subject to the liability of that section. Such exhibit will not be deemed to be incorporated by reference into any filing under the Securities Act or Securities Exchange Act, except to the extent that the Registrant specifically incorporates it by reference.

(1)

Incorporated by reference to the Exhibits filed with the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission for the year ended October 31, 1995 (File No. 000-22920)

(2)

Incorporated by reference to the Exhibit filed with the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 20, 1994 (File No. 000-22920)

(3)

Incorporated by reference to the Exhibits filed with the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission (File No. 33-89794)

(4)

Incorporated by reference to the Exhibits filed with the Company’s Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 10, 2006 (File No. 000-22920)

(5)

Incorporated by reference to Exhibit filed with the Company’s Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 2, 2014 (File No. 000-22920)

(6)

Incorporated by reference to Exhibit 10.1 filed with the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 9, 2014 (File No. 000-22920)

(7)

Incorporated by reference to Exhibits filed with the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 5, 2014 (File No. 000-22920)

(8)

Incorporated by reference to Exhibits filed with the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 10, 2016 (File No. 000-22920)

(9)

Incorporated by reference to Exhibits filed with the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 4, 2016 (File No. 000-22920)

(10)

Incorporated by reference to Exhibits filed with the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2016 (File No. 000-22920)

TABLE OF CONTENTS

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment No. 1 on Form 10-K/A for the year ended December 31, 2016 to be signed on its behalf by the undersigned, thereunto duly authorized.

NUMEREX CORP.

Date: May 1, 2017
By: /s/ Kenneth Gayron
Kenneth Gayron
Interim Chief Executive Officer

Numerex (NMRX) Inactive 10-K/A2016 FY Annual report (amended)