DEF 14A of Nextnav Inc., Apr 11, 2025

DEF 14A of Nextnav Inc.

Filed Apr 11, 2025 · FY20240001213900-25-031073

Open on EDGAR

  1. Snapshot of 2025 Director Nominees

    Snapshot of 2025 Director Nominees

  2. Snapshot of 2025 Director Nominees

    | 8 of our 9 Director Nominees are Independent | | | Our Director Nominees exhibit an effective mix of skills, experiences and perspectives, including: | | | Financial Capital Markets and M&A Expertise | Experience in Venture Capital Investing | | Extensive Public Company Directorship Experience | Oversight of Investments in Industry-Transforming Technology Companies | | Experience in the Telecommunications, Media and Technology (TMT) Industry | Terrestrial, Satellite-Based and Proximity-Based Location Systems Expertise |

  3. Snapshot of 2025 Director Nominees

    We ask that our stockholders ratify the appointment of Ernst & Young LLP (“EY”) as our independent registered public accounting firm for the year ending December 31, 2025. Below is summary information about EY’s fees for services provided in fiscal years 2024 and 2023.

  4. Snapshot of 2025 Director Nominees

    | Fee Category: | 2024 | 2023 | | Audit Fees(1) | $511,000 | $534,000 | | Audit-Related Fees | $— | $— | | Tax Fees(2) | $152,070 | $127,330 | | All Other Fees(3) | $2,000 | $2,000 | | Total Fees | $665,070 | $663,330 |

  5. Snapshot of 2025 Director Nominees

    | (1) Audit Fees: Consists of fees for the audit and other procedures in connection with the Annual Report on Form 10-K for the years ended December 31, 2024 and December 31, 2023, and fees related to consents provided in connection with registration statements. | | (2) Tax Fees: Consists of fees for general tax consulting, tax compliance and other tax advice. Tax fees encompass a variety of permissible tax services, primarily including tax advice related to federal, state and international income tax compliance. | | (3) All Other Fees: Consists of subscription fees for online publications and search engine services. |

  6. Snapshot of 2025 Director Nominees

    The Audit Committee of our Board of Directors (the “Audit Committee”) approved a resolution appointing EY as our independent registered public accounting firm to audit our consolidated financial statements for the fiscal year ended December 31, 2024, which was ratified by a vote of our stockholders during our 2024 Annual Meeting of Stockholders on May 16, 2024. For information on audit fees, see “Proposal 2: Ratification of Appointment of Ernst & Young LLP as our Independent Registered Public Accounting Firm for 2025 — Fees Paid to Independent Registered Public Accounting Firm” below.

  7. BOARD OF DIRECTORS

    BOARD OF DIRECTORS Our Board currently consists of seven (7) members. In addition, H. Wyman Howard III and Lorin Selby have been appointed by the Board effective May 1, 2025. Our Bylaws provide that each director shall hold office until the next annual meeting of stockholders and until their respective successor shall have been duly elected and qualified, subject, however, to prior death, resignation, retirement, disqualification or removal from office. Consequently, each current director, in addition to Messrs. Howard and Selby, have been renominated for election at the upcoming Annual Meeting. Set forth below for each nominee for election at the Annual Meeting is a list of current Board Committee memberships and a description of their business experience, qualifications, education and skills that led our Board to conclude that such individual should serve as a member of our Board.

  8. BOARD OF DIRECTORS

    | Director/Nominee | Age | Position(s) | | Mariam Sorond | 52 | President and Chief Executive Officer and Chair of the Board of Directors | | Bandel L. Carano | 63 | Director | | H. Wyman Howard III | 56 | Director, effective May 1, 2025 | | Alan B. Howe | 63 | Director | | Jonathan A. Marcus | 64 | Director | | John B. Muleta | 60 | Director | | Nicola Palmer | 57 | Director | | Lorin Selby | 61 | Director, effective May 1, 2025 | | Neil S. Subin | 60 | Director |

  9. BOARD OF DIRECTORS

    Mariam Sorond has served as a director and as our President and Chief Executive Officer since November 2023. Prior to her appointment as our President and Chief Executive Officer, Ms. Sorond served as Chief Technology Officer of the Service Provider and Edge Business Unit at VMware since March 28, 2022 where she helped to define technical strategy internally and externally as well as lead engagements with service provider partners to influence and promote vision, product and solution alignment and adoption towards the digital transformation. From September 2019 to December 2021, Ms. Sorond served as Chief Research and Development Officer at CableLabs, where she focused on technical thought leadership, vision and strategy for the future of converged connectivity of broadband cable and mobile networks within the cable industry. Prior to CableLabs, from April 2012 to September 2019, Ms. Sorond served as Chief Wireless Architect of DISH and as the wireless expert for the company’s entry into the wireless market. Earlier in her career, Ms. Sorond worked for vendors such as Lucent Technologies (now Nokia), and several operators including ICO Global Communications, Nextel, and PrimeCo, where she began as a radio frequency engineer. Ms. Sorond has served as a member of the National Telecommunications and Information Administration’s Commerce Spectrum Management Advisory Committee since 2014 and joined as a member of the Federal Communications Commission’s Technical Advisory Committee in 2022. Ms. Sorond has been awarded several patents, with others pending and is an author and frequent speaker and panelist at industry forums. Ms. Sorond’s experience leading transformational change across mobile, wireless, fixed and satellite networks for more than 30 years and her leadership positions within start-ups and Fortune 500 enterprises qualify her to serve on our Board. Board Committees: None Bandel L. Carano has served as a director since October 2021. Prior to this, Mr. Carano served as a director of former NextNav from September 2014 to October 2021. Mr. Carano joined Oak Investment Partners, a multi-stage venture capital firm, in 1985 and has been a General Partner of Oak Investment Partners since 1987. Mr. Carano has been a Managing Partner of Oak Investments Partners since 2010. From 1983 to 1985, Mr. Carano was a member of Morgan Stanley’s Venture Capital Group, where he was responsible for advising Morgan Stanley on high-tech new business development and sponsoring venture investments. As a venture capitalist, Mr. Carano has been involved with numerous technology companies in the telecommunications, wireless, rich media and semiconductor industries including 2Wire, Inc., Avici Systems, Qtera Corporation, Sentient Networks, Inc. and Wellfleet Communications, among others. Mr. Carano currently serves on the boards of directors of company nLight, Inc. (Nasdaq: LASR), a public company and Centric Software, a private company. Mr. Carano has previously served on the board of several public companies, including Airspan Networks Holdings, Inc. (NYSE: MIMO), NeoPhotonics Corp. (Nasdaq: NPTN), Kratos Defense & Security Solutions, Inc. (Nasdaq: KTOS), Tele Atlas BV (acquired by TomTom (OTCMKTS: TMOAY) in 2007), Synopsys, Inc. (Nasdaq: SNPS), FiberTower Corporation (acquired by AT&T (NYSE: T) in 2018), Virata, Inc. (acquired by Globespan Inc. in 2001) and Polycom, Inc. (acquired by Plantronics, Inc. (NYSE: PLT) in 2018). Mr. Carano serves on the Investment Advisory Board of the Stanford Engineering Venture Fund. Mr. Carano holds both a Master of Science and a Bachelor of Science in Electrical Engineering from Stanford University. Mr. Carano’s years of venture capital investing, his experience as a director of various public companies and his insights in building these businesses make him a valuable asset to our Board. Board Committees: Compensation and Human Capital Committee (Member); Nominating and Corporate Governance Committee (Member) H. Wyman Howard III has been appointed by the Board to serve as a director, effective on May 1, 2025. Admiral Howard retired from the U.S. Navy in September 2022 as Rear Admiral (Upper Half) after over 32 years of service for the SEAL Teams and Joint Special Operations. He has had multiple tours in command of Special Operations Joint Task Forces and was among the first to deploy into Afghanistan following the attacks on September 11, 2001. The combat contributions of the teams Admiral Howard commanded, and with whom he served, were recognized with five Presidential Unit Citations, a Navy Unit Commendation medal, and four Joint Meritorious Unit Awards. Admiral Howard’s joint, interagency, and intelligence experience include service as the second Director of Operations for the National Geospatial-Intelligence Agency in 2016 and as the Commander, Naval Special Warfare Command from 2020 to 2022, which are equivalent leadership roles of a Chief Operating Officer and Chief Executive Officer, respectively. Admiral Howard is acknowledged for his leadership in designing new irregular deterrence capabilities and options that increase the leverage of the United States to deter the nation’s adversaries. Admiral Howard also serves on the board of Bridger Aerospace Group Holdings, Inc. (NASDAQ: BAER), an aerial firefighting and aerospace services company, and Invitation Homes Inc. (NYSE: INVH), a single-family home leasing and management company. Admiral Howard was recommended to our Board by John Muleta, a NextNav director. Admiral Howard graduated from the United States Naval Academy and holds a Master of Business Administration from the TRIUM consortium of the London School of Economics, HEC Paris School of Management, and New York University’s Stern School of Business. Admiral Howard holds a Master of Science in National Security and Resource Strategy with a focus on commercial, civil, and military space sectors from the Eisenhower School and a Professional Certificate in Artificial Intelligence and Business Strategy from the Massachusetts Institute of Technology’s Computer Science and Artificial Intelligence Laboratory. Admiral Howard is well qualified to serve as a director on our Board due to his distinctive leadership, at the strategic, operational and tactical levels, where he was at the helm in command for outcomes that advanced the security of the United States and its allies. Board Committees: Not Applicable Alan B. Howe has served as a director since October 2021. Prior to this, Mr. Howe served as a director of Spartacus Acquisition Corporation (Nasdaq: TMTS), an entity party to the Business Combination (as defined below), from October 2020 until the closing of the Business Combination in October 2021. He has served as co-founder and Managing Partner of Broadband Initiatives, LLC, a telecommunications consulting firm, since 2001. Mr. Howe also served as Vice President of Strategic and Wireless Business Development for Covad Communications, Inc. (formerly Nasdaq: COVD), a national broadband telecommunications company, from May 2005 to October 2008, and as Chief Financial Officer and Vice President of Corporate Development for Teletrac, Inc., a mobile data and location solutions provider, from April 1995 to April 2011. Previously, Mr. Howe held various executive management positions for Sprint Corporation (NYSE: S) and Manufacturers Hanover Trust Company. Mr. Howe has over 30 years of extensive hands-on operational expertise combined with corporate finance, business development and corporate governance experience. Mr. Howe has a broad business background and has been exposed to a wide variety of complex business situations within large corporations, financial institutions, start-ups, small-caps and turnarounds. Mr. Howe is currently a member of the board of directors and serves on the audit committees of Babcock and Wilcox (NYSE: BW) and as a member of the board of directors of the San Diego Rescue Mission.

  10. BOARD OF DIRECTORS

    Previously, Mr. Howe served on the boards of over twenty public companies, including Sonim Technologies Inc. (Nasdaq: SONM), Resonant, Inc. (formerly Nasdaq: RESN), Data I/O Corporation (Nasdaq: DAIO), Determine, Inc. (OTCMKTS: DTRM), Urban Communications, Inc. (formerly TSX-V: UBN), MagicJack, Vocaltec Communications Inc. (formerly Nasdaq: Call), WidePoint Corporation (NYSE American: WYY), CafePress Inc. (formerly Nasdaq: PRSS), and Orion Energy Systems, Inc. (Nasdaq: OESX). Mr. Howe holds a Bachelor of Science in Business Administration and Marketing from the University of Illinois, School of Commerce and a Master of Business Administration in Finance from the Indiana University, Kelley Graduate School of Business. Mr. Howe is well qualified to serve as a director on our Board due to his extensive financial capital markets and M&A experience, as well as his experience serving on the boards of directors of other public companies. Board Committees: Audit Committee (Member); Nominating and Corporate Governance Committee (Member) Jonathan A. Marcus has served as a director since May 2024. Mr. Marcus serves as the Chairman of Alimco Financial Corp., a position he has held since May 2023. Prior thereto, Mr. Marcus was the Chief Executive Officer of Alimco Financial Corp. since March 2019. Prior to March 2019, Mr. Marcus was a managing member and co-founder of Broadbill Partners, L.P., a fund focused on special situations and distressed securities. Prior to Broadbill’s inception in 2011, Mr. Marcus was the Chief Investment Officer of Cypress Management, L.P., the predecessor fund to Broadbill, which he founded in 1995 to specialize in investing in distressed securities. Mr. Marcus’s career also includes extensive investment banking and financial advisory work at Prudential-Bache Securities and Credit Suisse First Boston, with a substantial focus advising financially troubled companies or their creditors. Since January 2018, Mr. Marcus has served as Special Advisor to Milfam LLC. Mr. Marcus currently serves on the boards of directors of Alimco Financial Corp and Anacomp, Inc. and previously served on the board of director of Kaspien Holdings Inc. Mr. Marcus is well qualified to serve as a director on our Board due to his extensive financial capital markets and financial advisory experiences, as well as his experience serving on the boards of directors of other companies. Board Committees: Audit Committee (Chair) John B. Muleta has served as a director since January 2024. Since October 2010, Mr. Muleta has served as the Chief Executive Officer of ATELUM LLC, a technology transfer firm specializing in mobile and Internet services. Since August 2014, Mr. Muleta has served as the Managing Member of SNR Wireless Management LLC. In December 2005, Mr. Muleta founded M2Z Networks, Inc., a wireless broadband internet provider, and served as its Chief Executive Officer and director until October 2010. From March 2005 to April 2006, Mr. Muleta was a partner and the co-chair of the Communications Group at Venable LLP, a law firm. From February 2003 until March 2005, Mr. Muleta served as the Chief of the Federal Communications Commission’s Wireless Telecommunications Bureau. From January 2000 to January 2001, Mr. Muleta served as Executive Vice President of Navisite, Inc. with responsibility for International Markets and Business Development. From January 1998 to January 2000, Mr. Muleta concurrently served as president of PSINet Ventures Inc., president of PSINet’s Global Facilities Division and president of PSINet’s India, Middle East and Africa Division. Mr. Muleta is well qualified to serve as a director on our Board due to his unparalleled expertise and experience in dealing with wireless policy matters, particularly spectrum allocation matters and driving innovations in public safety communications. Moreover, Mr. Muleta’s long experience in helping emerging companies in the wireless and internet sectors achieve scale is of particular relevance to the Company. Board Committees: Compensation and Human Capital Committee (Member); Nominating and Corporate Governance Committee (Chair) Nicola Palmer has served as a director since June 2024. Ms. Palmer served as Chief Technology Ambassador of Verizon Communications, Inc., a global provider of technology, communications, information and entertainment products and services, having served in that role from 2022 until her retirement in 2023. Previously she served as Chief Product Development Officer from 2019 to 2022, as Chief Network Engineering Officer and Head of Wireless Networks from 2017 to 2018 and as Chief Technology Officer for Verizon Wireless from 2013 to 2017, after having served in technology roles of increasing responsibility for Verizon since 2000. Ms. Palmer currently serves on the board of directors of Nvent Electric PLC (NYSE: NVT). Ms. Palmer was recommended to our Board by our Chief Executive Officer, Mariam Sorond. Ms. Palmer is well qualified to serve as a director on our Board due to her extensive expertise in building, evolving and innovating technology products, platforms and services, as well as her significant experience in digital business transformation, evaluating acquisitions and investments to drive innovation, and cybersecurity, including governance, assessment, control evaluation, security engineering, incident response and on-going business continuity planning. Board Committees: Audit Committee (Member); Compensation and Human Capital Committee (Chair) Lorin Selby has been appointed by the Board to serve as a director, effective on May 1, 2025. Admiral Selby retired as a Rear Admiral from the U.S. Navy in 2023 after nearly 37 years of service. Admiral Selby served in several high-profile positions throughout his Navy career, making significant impacts as a Navy leader. His last assignment was as the Chief of Naval Research from May 2020, to June 2023. In that role, he led a distributed team of 3,800 personnel and developed leading-edge technologies for the Navy and Marine Corps, overseeing a $4 billion budget. A stand-out achievement in this role was the establishment of the Navy’s Hedge Strategy, which calls for the addition of thousands of small, attritable, unmanned systems and sensors, to augment existing battle force ships. He also initiated the Integrated Battle Problem experimentation series, allowing companies and government laboratories to demonstrate their ideas and products to the Navy and Marine Corps in operationally relevant environments. Previously, he served as the Chief Engineer of the United States Navy and Deputy Commander for Ship Design, Integration, and Naval Engineering at the Naval Sea Systems Command from June 2016 until May 2020. Admiral Selby was brought in to drive innovation, optimize performance, and generate new ways of doing business. He also served as the Commander of the Naval Surface Warfare Centers, becoming the first submarine officer assigned to lead a surface warfare R&D hub for these same reasons. His command at sea was the nuclear fast-attack submarine USS GREENEVILLE (SSN 772). Admiral Selby also held highly visible roles like the Deputy Director of the Navy Office of Legislative Affairs to the U.S. House of Representatives. Following his retirement, Admiral Selby has taken on various consulting roles, advising small and mid-sized technology companies. He currently serves as President and CEO of Selby Partners Consulting LLC and is a founding partner in a maritime-focused growth equity fund, Mare Liberum Capital Partners. Admiral Selby was recommended to our Board by John Muleta, a NextNav director.

  11. BOARD OF DIRECTORS

    Admiral Selby holds a B.S. in Nuclear Engineering from the University of Virginia, an M.S. in Nuclear Engineering, and a Nuclear Engineer Degree from the Massachusetts Institute of Technology. He has also completed extensive executive business coursework, and his achievements have been recognized through numerous personal and unit awards. Admiral Selby is well qualified to serve as a director on our Board due to his extensive leadership experience, deep expertise in technology and innovation, and proven ability to drive technological advancements. Board Committees: Not Applicable Neil S. Subin has served as a director since August 2022. Mr. Subin serves as Chief Investment Officer for MILFAM, a single-family office exclusively managing the assets of the Miller family, a position he has held since January 2018. Previously, Mr. Subin was the Chairman of Broadbill Investment Partners, LLC, a private investment management firm focused on distressed and special situations investments. Prior to Broadbill, he was the founder and Managing Director of Trendex Capital Management Corp., a private investment advisor focusing primarily on financially distressed companies. Mr. Subin has held numerous other board seats, including on the boards of directors of Centrus Energy Corp. (NYSE: LEU), Alimco Financial Corp., Penn Treaty American Corp., PHAZR Inc., FiberTower Corp., Phosphate Holdings, Inc., Institutional Financial Markets, Inc. and DynTek Inc. Mr. Subin is well qualified to serve as a director on our Board due to his financial competency as well as his expertise in crafting corporate strategy and executing on corporate action, especially within the telecommunications industry. Board Committees: Audit Committee (Member)

  12. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS Our Board currently consists of nine (9) members. Upon the recommendation of our Nominating Committee, our Board has nominated the following nine (9) individuals to serve until the 2025 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified: (i) Mariam Sorond, (ii) Bandel L. Carano, (iii) H. Wyman Howard III, (iv) Alan B. Howe, (v) Jonathan A. Marcus, (vi) John B. Muleta; (vii) Nicola Palmer, (viii) Lorin Selby, and (ix) Neil S. Subin. Seven of the nine nominees are current directors on our Board. H. Wyman Howard III and Lorin Selby have been appointed to join the Board on May 1, 2025. Our Bylaws provide that each director shall hold office until the next annual meeting of stockholders and until their respective successor shall have been duly elected and qualified, subject, however, to prior death, resignation, retirement, disqualification or removal from office. Listed above under the “Board of Directors” section of this Proxy Statement are the names and biographical information of the nine (9) nominees for director. The persons designated as proxies in the proxy card intend to vote “FOR ALL” with respect to such nominees, unless a contrary instruction is indicated on the proxy card. If for any reason any nominee should become unavailable for election, the persons designated as proxies in the proxy card may vote the proxy for the election of another person nominated as a substitute by our Board, if any person is so nominated. All nominees have consented to be named and have agreed to serve, if elected.

  13. EXECUTIVE OFFICER AND DIRECTOR COMPENSATION

    EXECUTIVE OFFICER AND DIRECTOR COMPENSATION

  14. Summary Compensation Table

    Summary Compensation Table The following table summarizes the compensation paid to, awarded to, or earned by, as applicable, our Named Executive Officers for the fiscal years ended December 31, 2024 and 2023.

  15. Summary Compensation Table

    | Name and principal position | Year | Salary | Bonus(2) | Non-Equity incentive plan compensation(3) | Stock awards(4) | Option awards(5) | All other compensation(6) | Total | | Mariam Sorond | 2024 | $550,000 | $500 | $330,000 | $1,154,033 | $1,005,113 | $16,703 | $3,056,349 | | President and Chief Executive Officer and Chair of the Board of Directors | 2023 | $50,000 | $— | $165,000 | $10,438,445 | $— | $— | $10,653,445 | | Christian Gates | 2024 | $325,000 | $— | $— | $619,139 | $376,916 | $13,000 | $1,334,055 | | Executive Vice President and Chief Financial Officer | 2023 | $286,000 | $1,000 | $— | $761,116 | $273,704 | $11,003 | $1,332,823 | | Dr. Sanyogita Shamsunder(1) | 2024 | $273,674 | $— | $— | $1,261,240 | $925,922 | $9,781 | $2,470,617 | | Chief Operating Officer | 2023 | $— | $— | $— | $— | $— | $— | $— |

  16. Summary Compensation Table

    | (1) Dr. Shamsunder was appointed as our Chief Operating Officer, effective as of May 9, 2024, and her 2024 salary is reflected on a pro-rated basis. Accordingly, Dr. Shamsunder was not a Named Executive Officer for the fiscal year ended December 31, 2023 and no compensation is reported for her for 2023. | | (2) Amounts reported in the “Bonus” column represent bonuses for the issuance of a patent for which the Named Executive Officer was an inventor. | | (3) Amounts reported in the “Non-Equity Incentive Plan Compensation” column represent annual performance-based bonus amounts with respect to 2024 and 2023 performance that were paid in cash to Ms. Sorond. See — “Annual Performance-Based Bonus” below. | | (4) Amounts reported in the “Stock Awards” column reflect the aggregate grant date fair value, computed in accordance with FASB ASC Topic 718 (“FASB 718”), of the Restricted Stock Units granted to our Named Executive Officers under our Omnibus Plan (as defined below). For Ms. Sorond, the amount reported in the “Stock Award” column for 2023 also includes the aggregate grant date fair value, computed in accordance with FASB 718, of the Performance Stock Units granted to her under our Omnibus Plan. | | (5) Amounts reported in the “Option Awards” column reflect the aggregate grant date fair value, computed in accordance with FASB 718, of the Options granted to our Named Executive Officers under our Omnibus Plan. The Options are categorized as non-qualified stock options under the Omnibus Plan. | | (6) Amounts reported in the “All Other Compensation” column represent the amount of safe harbor employer matching contributions under our 401(k) plan. See — “401(k) Plan” below. |

  17. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table provides information regarding all equity awards outstanding as of December 31, 2024 for each of our Named Executive Officers:

  18. Outstanding Equity Awards at Fiscal Year-End

    | | Option Awards | | | | | Stock Awards | | | | | | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable | Equity Incentive Plan Awards: Number of securities underlying unexercised unearned options (#) | Option Exercise Price ($) | Option Expiration Date | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($) | Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#) | Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($) | | Mariam Sorond | | | | | | | | 1,000,000(8) | 15,560,000 | | | | | | | | | | 1,000,000(9) | 15,560,000 | | | | | | | | | | 176,471(10) | 2,745,889 | | | 92,507 | 277,524(1) | | 4.68 | 3/14/2034 | | | | | | Christian D. Gates | 10,902(2) | | | 0.28 | 10/20/2030 | | | | | | | 88,007(3) | | | 0.28 | 10/20/2030 | | | | | | | 53,296 | 24,226(4) | | 7.69 | 1/26/2032 | | | | | | | 102,346 | 131,589(5) | | 2.96 | 3/14/2033 | | | | | | | | 138,761(6) | | 4.68 | 3/14/2034 | | | | | | | | | | | | | | 13,913(11) | 216,486 | | | | | | | | | | 78,343(12) | 1,219,017 | | | | | | | | | | 88,235(13) | 1,372,937 | | Sanyogita Shamsunder | | 182,582(7) | | 9.27 | 5/8/2034 | | | | | | | | | | | | | | 130,548(14) | 2,031,327 |

  19. Outstanding Equity Awards at Fiscal Year-End

    | (1) Subject to the Named Executive Officer’s continued service through each of the applicable vesting dates, 1/4 of the Options shall vest on November 29, 2024, and the remaining portion shall continue to vest in equal quarterly installments over the subsequent three years. | | (2) These options were originally granted on October 21, 2020 as fully vested and exercisable options to purchase common units of NextNav Holdings, LLC and were automatically converted into fully vested and exercisable options to purchase shares of our common stock upon the closing of the Business Combination. | | (3) These options were originally granted on October 21, 2020 as options to purchase common units of NextNav Holdings, LLC and were automatically converted into options to purchase shares of our common stock upon closing of the Business Combination. The options vest in equal monthly instalments over 34 months, beginning in January 2022, subject to Mr. Gates’s continued service with the Company on the applicable vesting date. | | (4) Subject to the Named Executive Officer’s continued service through each of the applicable vesting dates, 1/4 of the Option Awards vested on January 27, 2023, 1/16 of the Option Awards vest on April 27, 2023, and 1/16 of each of the Option Awards shall vest at the end of each consecutive three-month period thereafter. | | (5) Subject to the Named Executive Officer’s continued service through each of the applicable vesting dates, 1/4 of the Options vested on March 15, 2024, and 1/16 of the Options shall vest at the end of each consecutive three-month period (quarterly) thereafter. | | (6) Subject to the Named Executive Officer’s continued service through each of the applicable vesting dates, 1/4 of the Options vested on March 15, 2025, and 1/16 of the Options shall vest at the end of each consecutive three-month period (quarterly) thereafter. | | (7) Subject to the Named Executive Officer’s continued service through each of the applicable vesting dates, 30% of the Options shall vest on May 9, 2025, and the remaining portion shall continue to vest in equal quarterly installments over the subsequent three years. | | (8) Subject to the Named Executive Officer’s continued service through each of the applicable vesting dates, 1/3 of the grant vested on November 29, 2024, and the remaining portion shall continue to vest in equal quarterly installments over the subsequent two years. | | (9) Subject to the Named Executive Officer’s continued service through each of the applicable vesting dates, 100% of the Performance-Based Restricted Stock Units will vest in full upon achievement of certain regulatory milestones, to be approved by the Compensation and Human Capital Committee of the Board. The performance period is 4 years beginning from November 29, 2023. | | (10) Subject to the Named Executive Officer’s continued service through each of the applicable vesting dates, 1/4 of the Restricted Stock Units vested on November 29, 2024, and the remaining portion shall continue to vest in equal quarterly installments over the subsequent three years. | | (11) Subject to the Named Executive Officer’s continued service through each of the applicable vesting dates, 1/4 of the Restricted Stock Units vested on January 27, 2023, 1/16 of the Restricted Stock Units vest on April 27, 2023, and the balance of each 1/16 of the Restricted Stock Units shall vest at the end of each consecutive three-month period thereafter. | | (12) Subject to the Named Executive Officer’s continued service through each of the applicable vesting dates, 1/4 of the Restricted Stock Units vested on March 15, 2024, and 1/16 of the Restricted Stock Units shall vest at the end of each consecutive three-month period thereafter. | | (13) Subject to the Named Executive Officer’s continued service through each of the applicable vesting dates, 1/4 of the Restricted Stock Units vested on March 15, 2025, and 1/16 of the Restricted Stock Units shall vest at the end of each consecutive three-month period thereafter. | | (14) Subject to the Named Executive Officer’s continued service through each of the applicable vesting dates, 30% of the Restricted Stock Units shall vest on the one-year anniversary of May 9, 2025, and the remaining portion shall continue to vest in equal quarterly installments over the subsequent three years. |

  20. Compensation of Directors

    Compensation of Directors Compensation for Service Beginning on May 16, 2024, the date our directors were elected at our 2024 Annual Meeting of Stockholders, and continuing until the next slate of directors are elected at the Annual Meeting, our non-employee directors are compensated for their services on our Board as follows (amounts are prorated for directors who did not hold a position for an entire year): Annual Board Member Service Retainer: • All Non-Employee Directors (other than Lead Independent Director which is provided below): $45,000 Annual Committee Member Service Retainer (per committee): • Members of each committee: $5,000 Annual Committee Chair Service Retainer (in lieu of Annual Committee Member Service Retainer): • Chair of the Audit Committee: $20,000 • Chair of the Compensation Committee: $10,000 • Chair of the Nominating Committee: $10,000 Lead Independent Director: • Lead Independent Director: $100,000 Previously, directors who accept compensation received their full compensation in restricted shares for the first quarter of 2024 and then in cash for the remainder of the fiscal year of 2024. Directors do not receive a fee for attending meetings, but they are entitled to reimbursement of travel expenses relating to their service. Annual Equity Grant On May 17, 2024, each of the individuals who were serving as non-employee director at that time received an annual grant of restricted shares with a grant value of $150,000, which will vest on May 1, 2025, subject to the non-employee director’s continuous service through the vesting date. The grant value was converted into a number of 17,740 restricted shares, with a grant date value of $143,694, based on the 20-day closing price average of a share of our common stock as reported on Nasdaq, for the date ending May 16, 2024, or $8.455 per share. Ms. Sorond did not receive any compensation in either cash or equity for her service as a director. Similarly on May 17, 2024, for his service as our Lead Independent Director, Alan B. Howe received a grant of 125,000 restricted shares, with a grant date value of $1,012,500, which will vest over a five-year period, with 20% of the shares subject to the grant vesting on May 1 of each year, subject to his continuous service through the vesting dates among other terms. New Director Equity Grant On January 16, 2024, John Muleta was appointed as a member of the Board and received a pro-rated annual award of 11,343 shares of restricted stock with a grant date value of $44,011, which vested in full on May 1, 2024. On June 24, 2024, Nicola Palmer was appointed as a member of the Board and received a pro-rated annual award of 17,623 shares of restricted stock with a grant date value of $138,869, which will vest in full on May 1, 2025. Director Compensation The following table sets forth, for the fiscal year ended December 31, 2024, the cash and non-cash compensation paid for services rendered by our non-employee directors who served for all or a portion of the year.

  21. Compensation of Directors

    | Name | Fees earned or paid in cash ($) | Stock Awards ($)(1) | Total compensation ($) | | Peter D. Aquino | 6,875 | 17,931 | 24,806 | | Bandel L. Carano | 41,875 | 163,256 | 205,131 | | Alan B. Howe | 77,500 | 1,179,020 | 1,256,520 | | Gary M. Parsons | 31,250 | 81,520 | 112,770 | | Jonathan A. Marcus | 40,625 | 143,694 | 184,319 | | John B. Muleta | 45,542 | 200,931 | 246,472 | | Nicola Palmer | 29,983 | 138,869 | 168,852 | | Neil S. Subin | 43,620 | 164,888 | 208,508 |

  22. Compensation of Directors

    (1) This column represents the aggregate grant date fair value of restricted stock awarded to each director in 2024, computed in accordance with FASB 718.