DEF 14A of Anterix Inc., Jul 14, 2023

DEF 14A of Anterix Inc.

Filed Jul 14, 2023 · FY20230001304492-23-000039

Open on EDGAR

  1. Director Nominees

    Director Nominees

  2. Director Nominees

    | | | Age | Director Since | AC | CC | NCGC | SC | Independent | Other Public Co. Boards | | | Jeffrey A. Altman | 56 | 2023 | | | | | ✓ | | | | Leslie B. Daniels | 76 | 2020 | | | | | ✓ | GAMCO Investors, Inc., Redwire Corporation | | | Gregory A. Haller | 56 | 2018 | | | | | ✓ | | | | Singleton B. McAllister* | 71 | 2018 | | | | | ✓ | Alliant Energy Corp.; Chart Industries, Inc.; Securitas Infrastructure Services (Proxy Board) | | | Morgan E. O’Brien** | 78 | 2012 | | | | | | | | | Gregory A. Pratt | 74 | 2020 | | | | | ✓ | Tredegar Corporation | | | Paul Saleh | 66 | 2016 | | | | | ✓ | | | | Robert H. Schwartz | 57 | 2020 | | | | | | | | | Mahvash Yazdi | 71 | 2021 | | | | | ✓ | NorthWestern Energy |

  3. Director Nominees

    | = Chair | AC = Audit Committee | | = Member | CC = Compensation Committee | | * = Lead Independent Director | NCGC = Nominating and Corporate Governance Committee | | ** = Board Chair | SC = Strategy Committee |

  4. Executive Compensation Highlights

    | What We Do | What We Don't Do | | ✓ Annual Bonus Tied to Performance | ✗ Liberal Recycling of Equity Awards | | ✓ Double-trigger Vesting of Equity Awards | ✗ Tax Gross Ups | | ✓ Peer Group Used to Inform Pay Practices | ✗ Evergreen Provision in Stock Plan | | ✓ Independent Compensation Committee Members | ✗ Multi-Year Guaranteed Bonuses | | ✓ Prohibit Hedging or Pledging Stock | ✗ Guaranteed Term Employment Agreements | | ✓ Engage Key Stockholders to Design Compensation Program to Drive Stockholder Value | ✗ Option Repricing Allowed without Stockholder Approval | | ✓ Independent Compensation Consultant | ✗ Limited Perquisites Offered to Executives | | ✓ Annual Compensation Risk Assessment | | | ✓ Stock Ownership Guidelines for Directors and Executives | | | ✓ Grant Equity Awards to Incentivize Long-term Growth | | | ✓ Robust Executive Clawback Policy | | | ✓ Mix of Long-Term Equity Incentive Awards to Promote Retention and Superior Performance | |

  5. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS At the 2023 Annual Meeting, our stockholders will vote on the election of nine directors to serve until our 2024 Annual Meeting and until their respective successors are elected and qualified.

  6. Director Nominees

    Director Nominees Our Board, based on the recommendation of our Nominating and Corporate Governance Committee, has nominated our nine existing directors for reelection—7 independent directors, the current Executive Chairman of our Board and former Chief Executive Officer ("CEO"), Morgan E. O'Brien, and our current President and CEO, Robert H. Schwartz. The Director nominees are proven leaders with a broad range of competencies, professional experience, and backgrounds. Our Board includes directors with historical institutional knowledge of the Company and the markets we serve, complemented by newer directors who bring a diversity of experience, perspectives, qualifications, and leadership to address the Company's issues. Over the past few years, our Board has made a concerted effort to recruit new directors to achieve the right blend between experience and continuity and new perspectives, including with respect to gender, racial, and ethnic diversity. All the nominees were elected at the 2022 Annual Meeting, with each director receiving at least 88% of the votes cast in favor of their election, except for Jeffrey A. Altman, who joined the Board in 2023. In addition to the information set forth below regarding our director nominees and the skills that led our Board to conclude that these individuals should serve as directors, we believe that all of our director nominees have a reputation for integrity, honesty, and adherence to the highest ethical standards. We believe they each have demonstrated business acumen, an ability to exercise sound judgment, and a commitment to service to our Company and their Board duties.

  7. Director Nominees

    | | Age | Director Since | AC | CC | NCGC | SC | Independent | Other Public Co. Boards | | Jeffrey A. Altman | 56 | 2023 | | | | | ✗ | | | Leslie B. Daniels | 76 | 2020 | | | | | ✗ | GAMCO Investors, Inc., Redwire Corporation | | Gregory A. Haller | 56 | 2018 | | | | | ✗ | | | Singleton B. McAllister* | 71 | 2018 | | | | | ✗ | Alliant Energy Corp.; Chart Industries, Inc.; Securitas Infrastructure Services (Proxy Board) | | Morgan E. O’Brien** | 78 | 2012 | | | | | | | | Gregory A. Pratt | 74 | 2020 | | | | | ✗ | Tredegar Corporation | | Paul Saleh | 66 | 2016 | | | | | ✗ | | | Robert H. Schwartz | 57 | 2020 | | | | | | | | Mahvash Yazdi | 71 | 2021 | | | | | ✗ | NorthWestern Energy |

  8. Director Nominees

    | = Chair | AC = Audit Committee | | = Member | CC = Compensation Committee | | * = Lead Independent Director | NCGC = Nominating and Corporate Governance Committee | | ** =Board Chair | SC = Strategy Committee |

  9. Director Biographies

    Director Biographies

  10. Director Biographies

    | Jeffrey A. Altman Independent Director | Mr. Altman has served as a member of our Board since February 2023. He is the founder of Owl Creek Asset Management, L.P. ("Owl Creek"), whose investment funds are collectively the Company's largest stockholder and investors since 2014. After founding Owl Creek, Mr. Altman launched the Owl Creek Flagship Funds in February 2002, followed by the Owl Creek Socially Responsible Investment Fund in May 2006, the Owl Creek Credit Funds in July 2012, the Owl Creek MGM Fund in November 2016, the OC Opportunities Fund II in October 2018, the Owl Creek Special Situations Fund, L.P. in April 2019, and the OC Opportunities Fund III in May 2021. As Chief Portfolio Manager, Mr. Altman directs all aspects of research and trading on all investments and leads the investment group at the Investment Manager in a team approach to gathering consensus on investment ideas. Mr. Altman is a member of Owl Creek's Risk Management Committee. Before forming Owl Creek, Mr. Altman spent 13 years at Franklin Mutual and Heine Securities Corporation, serving in various capacities, including junior and senior analyst positions, head trader of the bankruptcy and distressed group, senior vice president and senior portfolio manager. Mr. Altman earned a B.S.M. in Management from the A.B. Freeman School of Business at Tulane University in 1988. We believe Mr. Altman is qualified to serve on our Board based on his extensive experience driving stockholder value as the leader of Owl Creek's investment group. |

  11. Director Biographies

    | Leslie B. Daniels Independent Director | Mr. Daniels has served as a member of our Board since September 2020 and is Chair of the Strategy Committee. He is an Operating Partner of AE Industrial Partners, L.P., a private equity firm in Boca Raton, FL, specializing in aerospace, power generation, and specialty industrial markets. He serves on the board of directors of GAMCO Investors, Inc. (NYSE: GBL), Moeller Aerospace, and Redwire Corporation (NYSE: RDW). Mr. Daniels formerly served on the Advisory Committee on Trade Policy and Negotiation as a presidential appointee. He is a former chairman and former member of Florida’s State Board of Administration, Investment Advisory Council and serves as Commissioner and Chairman of the Health Care District of Palm Beach County. Mr. Daniels was a founding partner of CAI Managers & Co., L.P., a private equity firm located in New York City, from 1989 to 2014. Prior to CAI Managers, he was President of Burdge, Daniels & Co., Inc., a company engaged as a principal in venture capital and buyout investments and trading of private placement securities. Mr. Daniels also served as Senior Vice President of Blyth, Eastman, Dillon & Co., where he was responsible for its corporate fixed-income sales and trading departments. Mr. Daniels is a former Director of AeroSat Corporation; Aster-Cephac SA; Bioanalytical Systems, Inc.; Douglas Machine & Tool Co., Inc.; IVAX Corporation; MIM Corporation; MIST Inc.; Mylan Laboratories Inc.; NBS Technologies Inc.; and Safeguard Health Enterprises, Inc. He served as Chairman of TurboCombustor Technology Inc. and Zenith Laboratories, Inc. Mr. Daniels is a graduate of Fordham University. We believe Mr. Daniels is qualified to serve on our Board based on his extensive financial and M&A experience and his depth of experience as a director of several public and private companies. |

  12. Director Biographies

    | Gregory A. Haller Independent Director | Mr. Haller has served as a member of our Board since November 2018. He has over 30 years of experience serving as a senior executive in the wireless and telecommunication services industries. In April 2022, Mr. Haller was appointed Chief Executive Officer at Alorica Inc., a global leader in next-generation customer experiences. Previously, he served as the company’s Chief Operating Officer, responsible for global operations, client solutions, human resources, global business services, legal/compliance and marketing communications. Prior to joining Alorica, Mr. Haller served in a number of senior executive positions at Verizon Wireless (NYSE: VZ) (“Verizon”). From August 2016 to June 2018, Mr. Haller was the chief executive for Verizon’s prepaid brand, Visible. And from January 2012 until August 2016, he was the president of the west area for all Verizon sales and operations, which encompassed the 18 most western states in the U.S. Prior to that, from September 2010 through January 2012, he held the roles of President, Enterprise and Government Markets and Vice President of Consumer Marketing. Throughout his 29-year career at Verizon, he also served in leadership positions in operations, sales, marketing, and advanced solutions, as well as consumer product portfolio and pricing. Mr. Haller received his Bachelor of Arts in business administration from Wittenberg University. We believe Mr. Haller is qualified to serve on our Board based on his prior executive leadership experience at leading companies in the wireless and telecommunications services industries and his expertise in developing and executing business strategies. |

  13. Director Biographies

    | Singleton B. McAllister Lead Independent Director | Ms. McAllister has served as a member of our Board since June 2018, as Lead Independent Director since September 2020, and is Chair of the Nominating and Corporate Governance Committee. Ms. McAllister currently serves as Of Counsel at the law firm Husch Blackwell, LLP (“Husch Blackwell”). Before joining Husch Blackwell in May 2014, Ms. McAllister served as a partner in the law firms of Williams Mullen from 2012 to 2014, Blank Rome LLP from 2010 to 2012, and LeClairRyan from 2007 to 2010. Prior to entering private practice, Ms. McAllister served for five years as the general counsel for the United States Agency for International Development and previously served in senior positions in the U.S. House of Representatives. Ms. McAllister is a director of Alliant Energy Corporation (NYSE: LNT) and serves on its Nominating and Governance Committee and Operations Committee and is a past Chair of its Compensation and Personnel Committee. Ms. McAllister is also the Chair of the Board of Chart Industries, Inc. (NASDAQ: GTLS). She also serves on the Proxy Board of Securitas Infrastructure Services, Inc. She also served as a director of United Rentals (NYSE: URI) from 2004 to May 2018 and previously chaired the National Women’s Business Center. Ms. McAllister is a member of the Council on Foreign Relations, fellow to the National Academy of Public Administration, and Vice-Chairman of the National Women’s History Museum Board of Directors. She has also served on the Advisory Board of the African Development Foundation and has been appointed Secretary to the Virginia State Board of Elections. Ms. McAllister has a Bachelor of Arts from the University of Maryland and completed Graduate Studies in International Relations and earned her law degree from Howard University. We believe Ms. McAllister is qualified to serve on our Board based on her legal, regulatory and corporate governance experience and expertise, as well as her experience serving on the boards of directors of other public and private companies, including public and private utility companies. |

  14. Director Biographies

    | Morgan E. O’Brien Executive Chairman of the Board | Mr. O’Brien has been our Executive Chairman since July 2020. He has also served as a member of our Board since April 2012, as Chief Executive Officer from April 2018 to June 2020, and as Vice Chairman of our Board from May 2014 to April 2018. From January 2009 to the present, Mr. O’Brien has served as an independent consultant to several wireless start-ups and, until June 2017, served as a member of the board of directors of GTT Communications, Inc. (NYSE: GTT). As a co-founder and chairman of Nextel, Mr. O’Brien led the creation of the first all-digital nationwide wireless network (the Nextel National Network) and brought push-to-talk communication to the mass business and consumer market. After the merger of Nextel with Sprint Corporation in 2004, he was a co-founder of Cyren Call Communications Corporation, where he served until January 2009. Mr. O’Brien was recognized in 1987 as New Jersey Entrepreneur of the Year and was voted the RCR Person of the Year in 1993 and again in 2006. In 2005, he was inducted into the Washington, DC Business Hall of Fame, and in 2007 he was named a Fellow of the Radio Club of America and was named by Fierce Wireless as “one of the top U.S. wireless innovators of all time.” In 2016, Mr. O’Brien was awarded the Armstrong Medal, the Radio Club of America's highest award for demonstrated excellence and lasting contributions to radio arts and sciences. Mr. O’Brien has also served on several boards of other public companies, including Sprint and Williams Telecommunications. He also serves on the board of several private companies and charitable organizations. Mr. O’Brien is a graduate of Georgetown University and received his law degree from Northwestern University. We believe Mr. O’Brien is qualified to serve on our Board based on his significant experience driving leading-edge strategic solutions in the telecommunications sector, prior experience in founding, building, and serving as an executive officer at Nextel and Cyren Call Communications, his prior experience in building a nationwide dispatch network at Nextel, his expertise in FCC regulatory and compliance matters, and his experience serving on the boards of directors of other private and public companies. |

  15. Director Biographies

    | Gregory A. Pratt Independent Director | Mr. Pratt has served as a member of the Board since May 2020 and is Chair of the Compensation Committee. Mr. Pratt is Chairman of the Board of Tredegar Corporation (NYSE: TG), having previously served as Lead Director since 2016. Mr. Pratt also serves as Chairman of the Nominating and Governance Committee and a member of the Audit Committee at Tredegar. Mr. Pratt was the Chairman of the Board of Directors at Carpenter Technology Corporation until 2021 and served as interim President and Chief Executive Officer of Carpenter in fiscal years 2010 and 2015. Mr. Pratt is a former Vice Chairman and director of OAO Technology Solutions, Inc. ("OAOT"), an information technology and professional services company. He joined OAOT in 1998 as President and Chief Executive Officer after OAOT acquired Enterprise Technology Group Inc., a software engineering firm founded by Mr. Pratt. Mr. Pratt served as President and Chief Operations Officer of Intelligent Electronics, Inc. from 1991 through 1996, and was co-founder and served variously as Chief Financial Officer and President of Atari (US ) Corporation from 1984 through 1991. He served as a Director and Audit Committee Chairman of AmeriGas Propane Inc., a public company listed on the NYSE for seven years. Mr. Pratt is an NACD Board Leadership Fellow. He has demonstrated his commitment to boardroom excellence by completing NACD's comprehensive program of study for experienced corporate directors, a rigorous suite of courses spanning leading practices for boards and committees. He also was appointed to serve a three-year term on the Standing Advisory Group of the Public Company Accounting Oversight Board, ending November 2016. He supplements his skill sets through ongoing engagement with the director community and access to leading practices. Mr. Pratt received his MBA in finance from the Wharton School, University of Pennsylvania, and his Bachelor of Science in business administration from Cheyney University. He is a certified public accountant. We believe Mr. Pratt is qualified to serve on our Board based on his financial and corporate governance experience and expertise, as well as his experience serving on the boards of directors of other public companies and as a former CEO. |

  16. Director Biographies

    | Paul Saleh Independent Director | Mr. Saleh has served as a member of our board since December 2016 and is Chair of the Audit Committee. Mr. Saleh currently serves as the Managing Partner of Menza Partners. Until May 2023, he was President and Chief Executive Officer for Gainwell Technologies, which was formed from the 2020 spinoff of the government and human resources business of DXC Technologies. From 2017 to 2020, Mr. Saleh served as the Executive Vice President and Chief Financial Officer of DXC Technology (NYSE: DXC). Prior to that, Mr. Saleh served as Executive Vice President and Chief Financial Officer for CSC. Prior to CSC, Mr. Saleh was the Chief Financial Officer for Gannett Co. Inc. (NYSE: GCI), as well as Sprint Nextel Corporation and Walt Disney International (NYSE: DIS). Before joining the Walt Disney Company, he was with Honeywell International Inc. (NYSE: HON) for 12 years, where he held various leadership positions in finance, including Treasurer of the company. Institutional Investor Magazine named Mr. Saleh as the best Chief Financial Officer in the wireless telecom industry from 2004 through 2007. In 2005, Treasury & Risk Management magazine recognized him as one of the 100 Most Influential People in Finance. In 2006 and 2017, Mr. Saleh received the Public Company CFO of the Year Award from the Northern Virginia Technology Council. Mr. Saleh holds an MBA with distinction in Finance; an M.S. in Computer, Information & Control Engineering; and a B.S. in Electrical Engineering, all from the University of Michigan. We believe Mr. Saleh is qualified to serve on our Board based on his prior experience as an executive in the technology and telecommunications industries, his experience in financial matters and the capital markets, and his leadership experience as a CFO and CEO. |

  17. Director Biographies

    | Robert H. Schwartz President & CEO, Director | Mr. Schwartz was appointed our President and Chief Executive Officer in July 2020 and was elected to our Board in September 2020. Having joined the Company in 2015 as Chief Strategy and Development Officer, he became our President and Chief Operating Officer in May 2018. Prior to joining our Company, beginning in 2013, Mr. Schwartz served as Chief Executive Officer of STI Brasil, LLC, a company focused on developing shared fiber infrastructure for wireless operators in Brazil. Prior to STI, from 2009 to 2013, Mr. Schwartz served as a Managing Director of Unison Site Management, during which time Unison acquired and managed cell site real estate throughout the United States. From 2006 to 2009, Mr. Schwartz was Managing Partner of Woodmont Partners LLC, a strategic consultancy to telecom, media, and technology companies. Earlier, Mr. Schwartz was Executive Vice President of IDT Telecom from 2001 to 2006, and led corporate development, product management, and the wireless division. In 1996, Mr. Schwartz joined The Associated Group to launch Teligent. He became Teligent’s Senior Vice President of Corporate Development, leading functions including strategy, capital markets, investor relations, and M&A activities through the startup, initial public offering, and the eventual sale to Liberty Media. Mr. Schwartz also served as Director of Corporate Development at Nextel and its precursor Fleetcall where he was responsible for supporting key strategic, M&A, and capital markets initiatives. Mr. Schwartz serves as a member of the Keystone Energy Board whose mission is to foster critical thinking on the interplay between energy, environmental, and economic policies. Mr. Schwartz holds an MBA from the Wharton School at the University of Pennsylvania and a Bachelor of Arts in Business Administration from George Washington University’s School of Government & Business Administration. We believe that Mr. Schwartz is qualified to serve on our Board based on his prior experience as an executive in the telecommunications industry, specifically in wireless communication, breadth of skills and experiences in strategy, leadership and finance, and prior experience building communications companies. |

  18. Director Biographies

    | Mahvash Yazdi Independent Director | Ms. Yazdi joined the Board in February 2021. Since 2012, she has been the President of Feasible Management Consulting, a company that provides strategic consulting in energy, innovation, technology, and telecommunication. From 1997 to 2012, she was the Senior Vice President of business integration and Chief Information Officer of Edison International and Southern California Edison. She oversaw digital transformation initiatives and technology implementation of smart meter and smart grid programs. She was the founding co-chair of the Edison Electric Institute’s CIO advisory council, leading the industry activities in cybersecurity and telecommunications. Prior to that role, she held various roles at Hughes Electronics (1980 to 1997), including Vice President and CIO, where she was a member of the executive committee and engaged in business transformation and M&A activities. She continues to bring her expertise and insights to the publicly held, private, and non-profit boards on which she serves. She is currently a member of the board of directors at NorthWestern Energy and a strategic advisor to Infosys Corporation, Prologis Corporation, HIG Capital, and Energy Capital Ventures. Ms. Yazdi is nationally recognized as an expert in corporate information technologies. She has extensive experience and knowledge of the utility/power industry, where she was charged with setting strategies and leading people to achieve greater growth and performance. As a current and former board member, she has been either a chair or an active member of various board committees, including audit, compensation, governance, and operations. Ms. Yazdi received her NACD Directorship certification and is also an NACD Leadership Fellow, demonstrating her commitment to boardroom excellence. Ms. Yazdi earned her M.B.A. from the University of Southern California and is a member of the Beta Gamma Sigma honor society. She received her B.S. in industrial management from California State Polytechnic University, Pomona, with honors. She also completed the Management of Information Technology program at Harvard Business School. Ms. Yazdi is the recipient of the Ellis Island Medal of Honor for her philanthropic endeavors. We believe Ms. Yazdi is qualified to serve on our Board based on her prior experience as an executive in the utility industry, her knowledge of technology, and her leadership experience as a CIO. |

  19. Director Compensation

    Director Compensation Our directors play a critical role in guiding our strategic direction and overseeing the management of our Company. Ongoing developments in corporate governance and financial reporting have resulted in an increased demand for highly qualified and productive public company directors. The varied responsibilities, the substantial time commitment, and the potential risks of serving as a director for a public company require that we provide adequate compensation for the continued performance of our non-employee directors by offering them compensation that is commensurate with the workload and the demands we place on them. Our non-employee directors are compensated based on their Board and Board Committee responsibilities. Our executive officers on the Board do not receive additional compensation for their service as directors. The Nominating and Corporate Governance Committee oversees director compensation and makes recommendations to our Board on the appropriate structure and amount of compensation for our non-employee director pay. Our Board is responsible for final approval of our non-employee director compensation program and the compensation paid to our non-employee directors. The Nominating and Corporate Governance Committee and Board established our philosophy to target total compensation for our non-employee directors at the 50th percentile of the market, based on the same peer group used in evaluating the compensation of our executive officers.

  20. Non-Employee Director Compensation

    Non-Employee Director Compensation For Fiscal 2023, our non-employee director compensation program consisted of: •Annual cash retainers for Board service; •Annual cash premium for service as the Chair of one of the four standing Board Committees; •Equity premium for service as Lead Independent Director; and •Equity-based awards in the form of restricted stock granted annually to continuing non-employee directors. Our non-employee directors do not receive any meeting fees or other compensation for their Board service. Annual Cash Retainers: Under our non-employee director compensation program, our non-employee directors received the annual cash retainers shown in the table below. These annual retainers are payable in four equal quarterly installments. Equity-Based Awards: Under our non-employee director compensation program, each non-employee director also receives an annual equity-based award (in the form of restricted stock) valued at $170,000. And for her service as the Lead Independent Director, Ms. McAllister receives an additional equity award (in the form of restricted stock units) valued at $30,000. Each such annual award vests on the earlier of (i) immediately before the commencement of the next regularly scheduled Annual Meeting of stockholders or (ii) 12 months from the grant date. The following table summarizes Fiscal 2023 non-employee director compensation:

  21. Non-Employee Director Compensation

    | All Directors | ($) | | Annual Board Cash Retainer | 65,000 | | Board Meeting Fee | — | | Annual Equity Award | 170,000 | | Committee Member Meeting Fees (All Committees) | — | | Estimated Total Board Member Annual Compensation | 235,000 | | Committee Chairperson Retainer (below) | | | Audit | 20,000 | | Compensation | 15,000 | | Nominating/Governance | 10,000 | | Strategy | 8,500 | | Board Leadership Compensation (below) | | | Lead Independent Director Retainer (premium) | 30,000 (1) |

  22. Non-Employee Director Compensation

    (1)Lead Independent Director premium is in equity. Newly Appointed Directors: For any newly appointed non-employee director beginning their term mid-year, the annual cash retainer is awarded pro-rata based on the fiscal quarter in which the director is appointed to the Board and each Board committee. Similarly, each newly appointed non-employee will receive an annual restricted stock grant on a pro-rata basis, with the fair value on the grant date calculated based on the fiscal quarter in which the director is appointed to the Board. Review: Pursuant to its charter, the Nominating and Corporate Governance Committee reviews this non-employee director compensation program from time to time, based upon information it deems appropriate, including without limitation, any report received from an independent compensation consultant, available survey data and feedback from the director recruiting process. Stock Ownership Guidelines: All non-employee directors are subject to stock ownership guidelines approved by the Board. Non-employee directors are required to beneficially own shares of our common stock with a value equal to three times (3x) the annual cash retainer paid to them for service as a member of our Board. Our Board members have five (5) years from the time of initial appointment to achieve their stock ownership guideline level. As of the end of Fiscal 2023, each of our non-employee directors is in compliance with the stock ownership guidelines. Reimbursement: Our directors are entitled to reimbursement for their reasonable travel and lodging expenses for attending Board and Board Committee meetings.

  23. Director Compensation Table

    Director Compensation Table The following table summarizes the compensation awarded to, earned by, or paid for services rendered in all capacities by our non-employee directors during Fiscal 2023.

  24. Director Compensation Table

    | | Fees earned or paid in Cash (1) | Stock Awards (2)(3) | Total | | Name | ($) | ($) | ($) | | Jeffrey A. Altman(4) | — | — | — | | Leslie B. Daniels | 73,500 | 170,044 | 243,544 | | Gregory A. Haller | 65,000 | 170,044 | 235,044 | | Singleton B. McAllister | 75,000 | 200,032 | 275,032 | | Gregory A. Pratt | 80,000 | 170,044 | 250,044 | | Paul Saleh | 85,000 | 170,044 | 255,044 | | Mahvash Yazdi | 65,000 | 170,044 | 235,044 |

  25. Director Compensation Table

    (1)Represents annual cash retainers for Board service and for service as chair of one of the standing Board Committees, if applicable. Cash retainers are paid quarterly in four equal installments. (2)These amounts represent the grant date fair market value of restricted stock awards granted by the Company during the period presented, determined in accordance with FASB ASC Topic 718. For the assumptions used in our valuations, see “Note 10 - Stock Acquisition Rights, Stock Options and Warrants” of our notes to consolidated financial statements in our Annual Report on Form 10-K for the year ended March 31, 2023, filed with the SEC on June 14, 2023. (3)As of March 31, 2023, the following directors held shares of our restricted stock units: Leslie B. Daniels: 3,595 shares; Gregory A. Haller: 3,595 shares; Singleton B. McAllister: 4,229 shares; Gregory A. Pratt: 3,595 shares; Paul Saleh: 3,595 shares; and Mahvash Yazdi: 3,595 shares. All restricted stock units held by our non-employee directors are scheduled to vest in full on August 10, 2023. (4)Jeffrey Altman was appointed to the Board effective February 13, 2023, and has waived his right to the annual cash retainer and annual equity award otherwise payable to non-employee directors.

  26. Fiscal 2023 Business Highlights

    Fiscal 2023 Business Highlights In Fiscal 2023, we made significant progress in advancing our mission of making 900 MHz spectrum the de facto standard for broadband solutions in the utility sector. Some of our achievements included: •Executed Long-Term Lease Agreement with Xcel Energy. In October 2022, we entered into a long-term lease agreement of our 900 MHz broadband spectrum with Xcel Energy Services, Inc., a subsidiary of Xcel Energy Inc., covering service territories in eight western and midwestern states, which will support its grid modernization initiatives for the benefit of its 3.7 million electricity customers and 2.1 million natural gas customers. The Xcel Agreement is for a term of up to 40 years, comprised of an initial term of 20 years with two 10-year renewal options for additional payments. The scheduled prepayments for the 20-year initial term of the Xcel Energy Agreement total $80.0 million of contracted proceeds, $8.0 million of which we received in December 2022. •Introduced Demonstrated Intent Scorecard. In February 2023, we introduced our demonstrated intent scorecard, a fact-based analysis to quantify and track our momentum toward signed 900 MHz PLTE contracts. Our goal is to provide investors with a level of transparency that demonstrates the progress we are making in moving each utility and the entire sector toward 900 MHz PLTE. The demonstrated intent scorecard includes tracking a variety of individual metrics for each customer in our pipeline such as a customer's regulatory or rate case filings, public statements of intent to transition to 900 MHz PLTE, membership in USAB, RFPs defining 900 MHz as the primary spectrum band, active participation in the Utility Broadband Alliance or filing for a 900 megahertz experimental license and more. We track these metrics for every customer in our pipeline and proportionately score each based on our assessment of its importance and come up with a combined demonstrated intent score. If the sum of the analysis places a utility over a certain threshold, we conclude that we have high confidence that a customer has demonstrated intent to move forward with us on a 900-megahertz contract. •Secured Additional Broadband Licenses. During the year ended March 31, 2023, we expanded our FCC licenses broadband to an additional 84 counties and relinquished our narrowband licenses in the same counties. As a result, we continue to create a migration path for utilities and other critical infrastructure providers to consolidate their numerous incompatible networks onto a single platform operating on 900 MHz broadband capable of accommodating a growing number of use cases and connectivity needs. •Surpassed 100 Anterix Active Ecosystem Members. The Anterix Active Ecosystem brings together leading technology companies that are supporting 900 MHz private LTE networks and are shaping the future of private wireless broadband. Members enjoy technical assistance, collaborative tools and marketing support to develop products and services for 900 MHz private LTE networks enabling utilities and the critical infrastructure sector. Initially launched with 37 members in May 2021, the Anterix Active Ecosystem grew to over 100 members in Fiscal 2023. •Launched Integrated Platform to Accelerate Benefits of a "Network" of Individual Private Broadband Networks. We launched an integrated platform to accelerate the scale benefits of a "network" of individual private broadband networks. Key initiatives of the platform include: ◦deployment of a 4G/5G cloud core to extend the capabilities of the utilities' private broadband networks, ◦development of an enhanced multiband communications module to facilitate the delivery of lower cost and higher functionality products by members of the Anterix Active Ecosystem Program, ◦integration of cybersecurity offerings to further enhance the existing private broadband security capabilities, ◦launch of a connected lab environment, supported by utilities and vendors, to provide collective utility-grade device testing and to accelerate the integration of utility solutions, and ◦delivery of a public network roaming management solution that will make utility connectivity and management of devices simple, secure and flexible. •Formed the Utility Strategic Advisory Board ("USAB"). Associated with the launch of the Anterix Active Ecosystem Platform, the USAB is comprised of senior utility executives who will serve as architects and facilitators in identifying and prioritizing 900 MHz private LTE platform initiatives. Whether it be the macro issues of resiliency, cybersecurity and decarbonization, or the sharing of infrastructure, talent, knowledge, and technology, the USAB will help in bringing the benefits of collective action to the industry. •Launched CatalyX designed to Accelerate Utility Adoption of 900 MHz Private LTE. CatalyX, the first Anterix Active Ecosystem Platform commercial offering, is a turnkey connectivity management solution that helps utilities realize the benefits of private broadband networks while leveraging commercial broadband. CatalyX simplifies connectivity management by integrating state-of-the-art SIM technology, device SIM management, and private to public roaming to deliver the flexibility and security that utilities require. CatalyX supports utilities in their private LTE journey by: ◦accelerating onboarding of devices during network deployment, ◦extending the private network coverage in gap areas, and ◦providing back-up connectivity during private network downtime. From their private LTE network, utilities can seamlessly connect devices to commercial networks for primary coverage or as a fallback, helping them achieve the network coverage and resiliency required for mission critical grid applications. •Returned Capital to Stockholders. Under our stock repurchase program, we repurchased approximately 216,000 shares of our common stock, demonstrating our commitment to return capital to stockholders.

  27. Fiscal 2023 Compensation Highlights

    Fiscal 2023 Compensation Highlights The Compensation Committee met regularly throughout Fiscal 2023 to review our executive compensation program in parallel with our short-term and long-term goals, given the dynamic nature of our business and the market in which we compete for executive talent. For Fiscal 2023, as in prior years, the Compensation Committee approved a compensation structure weighted toward incentivizing achievement of long-term Company goals and growth in stockholder value. The Fiscal 2023 compensation mix generally provides our NEOs with cash compensation at or below the median of our marketplace and long-term incentive compensation at or below the 75th percentile as compared to our peers. Specifically, the Compensation Committee approved: •positioning base salaries for our executive population, on average, between the 25th percentile and median of the marketplace, after considering the competitive market, the scope, impact, and criticality of an executive’s role, internal pay equity, and other relevant factors; •positioning target bonuses for our executive officers at the median of the marketplace (as a percentage of base salary), with upside opportunity when performance is met or exceeded; and •positioning long-term incentive awards for our executive officers between the 50th and 75th percentiles of the marketplace to incentivize our lasting success, which aligns the interests of our NEOs with the interests of our stockholders and achieves our objectives of retaining and motivating key talent while keeping a keen focus on generating long-term value.

  28. Compensation Practices

    | What We Do | What We Don't Do | | ✓ Annual Bonus Tied to Performance | ✗ Liberal Recycling of Equity Awards | | ✓ Double-trigger Vesting of Equity Awards | ✗ Tax Gross Ups | | ✓ Peer Group Used to Inform Pay Practices | ✗ Evergreen Provision in Stock Plan | | ✓ Independent Compensation Committee Members | ✗ Multi-Year Guaranteed Bonuses | | ✓ Prohibit Hedging or Pledging Stock | ✗ Guaranteed Term Employment Agreements | | ✓ Engage Key Stockholders to Design Compensation Program to Drive Stockholder Value | ✗ Option Repricing Allowed without Stockholder Approval | | ✓ Independent Compensation Consultant | ✗ Limited Perquisites Offered to Executives | | ✓ Annual Compensation Risk Assessment | | | ✓ Stock Ownership Guidelines for Directors and Executives | | | ✓ Grant Equity Awards to Incentivize Long-term Growth | | | ✓ Robust Executive Clawback Policy | | | ✓ Mix of Long-Term Equity Incentive Awards to Promote Retention and Superior Performance | |

  29. 2022 Say on Pay Vote and Stockholder Engagement

    2022 Say on Pay Vote and Stockholder Engagement At the 2022 Annual Meeting, our stockholders approved the compensation of our NEOs on an advisory basis, with 76.9% of the votes cast “For” such approval. The Compensation Committee interpreted stockholder approval of the executive compensation program at such a level as generally indicating that a majority of stockholders view our executive compensation program, plan design and governance as continuing to be well aligned with our stockholders, their investor experience and business outcomes. To ensure investor views are incorporated into our planning process, we engage with stockholders on an ongoing basis to gather their perspectives. Through this stockholder outreach, we have established important feedback channels that serve as a valuable resource for ongoing input from our stockholders. Based on this feedback, in Fiscal 2023, the Compensation Committee granted our CEO and Executive Chairman long-term equity incentive awards consisting solely of stock options to better align compensation to stock performance. Based on additional feedback from stockholders, we expect to include performance share units in our equity incentive award plan for our executive officers for Fiscal 2024.

  30. Role of Compensation Consultant

    Role of Compensation Consultant The Compensation Committee retained Korn Ferry, a national compensation consulting firm, as its independent compensation consultant in October 2020. Korn Ferry reports directly to the Compensation Committee, which has the sole authority to retain, terminate and obtain the advice of Korn Ferry at the Company’s expense. For Fiscal 2023, Korn Ferry reviewed and advised on all principal aspects of our executive and non-executive compensation programs, including: •assisted in developing a peer group of publicly-traded companies to help us assess our compensation programs against the marketplace; •provided a detailed review of executive officer and director compensation which included an updated executive compensation peer group; •performed an in-depth analysis of the Company’s compensation philosophy; •assisted in developing a competitive compensation strategy and consistent executive and non-executive compensation assessment practices relevant to a public company, including review and recommendation of our performance-based cash and equity-based incentive programs, development of applicable performance goals, as well as our equity strategy covering type of equity, dilution and grant levels; and •met regularly with the Compensation Committee to review all elements of executive compensation, including the competitiveness of the executive compensation program against peer companies. After consideration of the independence assessment factors provided under the listing rules of NASDAQ and the standards under the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Compensation Committee reviewed Korn Ferry’s independence and concluded that it is an independent advisor to the Company and that the work it performed during Fiscal 2023 did not raise any conflicts of interest.

  31. Competitive Data

    Competitive Data Our Board and Compensation Committee believe that competitive compensation data provides useful context in making compensation decisions. While our Board and Compensation Committee do not make decisions based solely on compensation data, they believe it is important in assessing the competitiveness of our compensation packages in a highly competitive labor market. Each year, the Compensation Committee considers various factors in assessing the competitiveness of our executive compensation program and the individual compensation of each of our executive officers. These factors include our performance against our internal strategic, operational and financial corporate goals, the mix of short-term cash and long-term equity compensation we provide, and a thorough review of compensation paid by peer companies to their NEOs as compared to the compensation we pay to our NEOs.

  32. Peer Group

    Peer Group In November 2022, the Compensation Committee, with input from Korn Ferry, evaluated the Peer Group it had previously approved and has used in setting executive compensation since Fiscal 2021 in line with Korn Ferry’s process set forth below. Based on this evaluation, the Compensation Committee continued to utilize the same Peer Group of companies as it selected for Fiscal 2021 for setting executive compensation for Fiscal 2023. The Fiscal 2023 Peer Group includes the following companies:

  33. Peer Group

    | • 8x8 Inc. | • Inseego Corp. | | • Bandwidth Inc. | • InterDigital, Inc. | | • Calix, Inc. | • Iridium Communications Inc. | | • Casa Systems Inc. | • PagerDuty, Inc. | | • Cerence, Inc. | • Rapid7, Inc. | | • Cogent Communications Inc. | • Varonis Systems, Inc. | | • Digi International Inc. | • Verra Mobility Corporation | | • Everbridge, Inc. | |

  34. Peer Group

    In evaluating and approving the Fiscal 2023 Peer Group, the Compensation Committee considered the unique characteristics of our assets and business model, including our unique position of having negative earnings while having positive cash flow and a valuable spectrum asset to be monetized. It also considered our industry, company size, market valuation and revenues. Additionally, it considered the types of skills and experience our executives should possess to effectively market to our targeted customers and to implement our commercialization goals, as well as the companies competing for executives with these skill sets. It further considered the progress made by our existing management team in implementing and achieving our marketing and commercialization goals, and the benefits of retaining their continued services. Based on this assessment, the Compensation Committee determined to focus on the following factors and types of companies in approving the Fiscal 2023 Peer Group: our need to attract and retain individuals who have executive experience at Tier I telecommunications companies and unique regulatory expertise, even though these companies have different business models and in some cases significantly greater revenue profiles than the Company; the benefits of retaining our existing management team to maintain our marketing and commercialization progress; companies with high growth market opportunities; and companies offering unique product and service offerings in large and growing markets. The Compensation Committee appreciates the difficulty in selecting comparable companies based on the unique nature of our assets and business model and the limits of the Fiscal 2023 Peer Group, but believes the compensation practices and characteristics of the Fiscal 2023 Peer Group provide it with a useful, but not an exclusive, framework for evaluating and setting the compensation of our NEOs.

  35. Compensation Elements

    Compensation Elements The annual compensation of our NEOs consists of three principal elements: base salary, an annual performance-based bonus program payable in cash and/or shares of common stock, and long-term equity awards consisting of time-based and/or performance-based equity awards. To conserve available cash for investing in our business plans, the Compensation Committee has generally offered the short-term cash elements of our executive compensation program at or below the median of the marketplace and, to encourage creating long-term value, offered the long-term equity awards above the median of the marketplace. For Fiscal 2023, a portion of each NEO’s compensation was comprised of “at-risk” compensation, or compensation tied to the achievement of annual performance goals.

  36. Short-Term Incentive Program

    Short-Term Incentive Program Through our short-term annual cash incentive program (the “Short-Term Incentive Program”), a portion of each NEO’s compensation is tied to achieving our annual performance goals. The Short-Term Incentive Program is designed to focus, incentivize and reward our executives in achieving key operational performance indicators with the intent of increasing stockholder value. Each year, our CEO leads the development of the proposed performance goals for the Short-Term Incentive Program. Once developed, the goals are presented to the Compensation Committee for review, evaluation, and approval to ensure consistency with our Compensation Philosophy. The Compensation Committee also approves a percentage allocation to the performance components to determine how each executive officer’s bonus will be calculated at the end of the fiscal year. The target bonus amount for each NEO under the Short-Term Incentive Program is based on a percentage of the NEO's base salary. For Fiscal 2023, the Compensation Committee set the following target bonus amounts for our NEOs:

  37. Short-Term Incentive Program

    | Executives | Target Bonus (as a % of base Salary) | | Robert H. Schwartz President and Chief Executive Officer | 100% | | Morgan E. O’Brien Executive Chairman | 100% | | Christopher Guttman-McCabe Chief Regulatory and Communications Officer | 75% |

  38. Short-Term Incentive Program

    For Fiscal 2023, the Compensation Committee established three categories of performance goals: (i) company performance goals, (ii) company financial targets and (iii) individual performance. The Compensation Committee assigned the following target weighting for these performance objectives:

  39. Short-Term Incentive Program

    | Company Performance Achievement | Company Financial Targets Achievement | | Individual Performance Achievement | | | Adjusted EBITDA(1) | Adjusted Cash Balance(1) | | | (50% Weighting) | (15% Weighting) | (15% Weighting) | (20% Weighting up to 40% after applying multiplier) |

  40. Short-Term Incentive Program

    (1) Our corporate financial performance targets of Adjusted EBITDA and Adjusted Ending Cash Balance, and the results under such targets, are based on non-GAAP financial measures which may be further adjusted as permitted by those plans and approved by the Compensation Committee. These metrics and the related performance targets are relevant only to our executive compensation program and should not be used or applied in other contexts. Please see Appendix A for a reconciliation of GAAP to non-GAAP amounts. In the case of a NEO's exceptional individual performance and significant individual contribution to our success, the Compensation Committee has the discretion to apply up to a 200% multiplier when determining the NEO’s level of achievement of the individual performance goal.

  41. Company Performance

    Company Performance Our company performance objective under the Short-Term Incentive Plan was customer acquisition, as measured by the amount of our total customer proceeds contracted during the fiscal year. For Fiscal 2023, the Compensation Committee set the target for 100% achievement of this company performance goal at $500.0 million in total proceeds, with no credit apportioned if the Company achieved less than 50% of target. The Compensation Committee expected that achieving our customer acquisition performance goal at the target level of performance would be challenging and require substantial and effective execution by our management team. During Fiscal 2023, we achieved $80.0 million in total customer proceeds contracted, resulting in 16% achievement of the target goal. Because performance was below 50% of the Company Performance Target, no credit was apportioned to the partial achievement of the Company Performance goal and, as a result, the 50% of our NEOs' target bonus payout allocated to Company Performance was not awarded.

  42. Financial Performance

    Financial Performance For Fiscal 2023, the Company had two financial performance objectives under the Short-Term Incentive Plan: (1) Adjusted EBITDA(1) and (2) the Company's ending Adjusted Cash Balance(1) for Fiscal 2023. The Compensation Committee set the Adjusted EBITDA target at $(42.7) million and the ending Adjusted Cash Balance target at $131.7 million, in each case, for maximum achievement of 100% for each performance goal. The Compensation Committee selected the financial metrics of Adjusted EBITDA and ending Adjusted Cash Balance to focus our NEOs on the critical strategic priorities of revenue growth, controlling operating costs and cash management. In setting the financial performance goals, the Compensation Committee chose targets that it considered rigorous and challenging and would require exceptionally strong performance. Such goals considered the relevant risks and opportunities and our business objectives. In particular, the Compensation Committee reviewed the relevant financial objectives in connection with the development of the fiscal year budget and considered various risks of achieving specific actions that underlie the targets, the implied performance relative to prior years, and risks associated with various macroeconomic factors. 1 Our corporate financial performance targets of Adjusted EBITDA and Adjusted Ending Cash Balance, and the results under such targets, are based on non-GAAP financial measures which may be further adjusted as permitted by those plans and approved by the Compensation Committee. These metrics and the related performance targets are relevant only to our executive compensation program and should not be used or applied in other contexts. Please see Appendix A for a reconciliation of GAAP to non-GAAP amounts. We achieved Adjusted EBITDA(1) of $(35.6) million (performance at 117% of the target goal) and ending Adjusted Cash Balance(1) of $51.4 million, when adjusted for share repurchase (performance at 40% of the target goal). As a result, the Financial Performance goals contributed to 24% of our NEOs' target bonus payout (out of a combined 30% target bonus payout allocated to the Financial Performance metrics).

  43. Individual Performance

    Individual Performance Under the Short-Term Incentive Program, our NEOs were also incentivized by an individual performance measure. This component of the executive compensation program is included to provide a well-rounded assessment of executive performance encompassing leadership and the broad spectrum of responsibilities inherent in senior executive roles, resulting in an improved correlation between pay and performance. Following Fiscal 2023, the Compensation Committee evaluated our NEO's performance achievements during the year, which included negotiating the Company's largest transaction with an investor-owned utility as well as significantly developing the market for 900 MHz broadband private LTE through (1), the creation of the USAB to play a leading role in shaping the future of wireless broadband usage among electric utilities, (2) the expansion of the Anterix Active Ecosystem to over 100 members and (3) the launch of the Anterix Platform to develop technology solutions and demonstrable use cases for customers. These collective market development efforts enhanced and grew the "demonstrated intent" of target customers to obtain 900 MHz spectrum from the Company. While the Company's sales process has been slower than anticipated, it believes it now has a quantifiable framework it refers to as "demonstrated intent," which scores customer interactions based on their investment in transitioning to a private broadband network and acquiring use of Anterix's spectrum assets. The NEOs also successfully transitioned the Company from COVID-related remote-work arrangements to a hybrid work environment. The Compensation Committee believes the performance of the NEOs positioned the Company to achieve its long-term business objectives. Following such evaluation process, the Compensation Committee determined each NEO’s individual performance resulted in those executives meeting their individual performance goals and, in light of the key contributions, significant efforts and outstanding performance of each of our NEOs as described above, this resulted in a payout of 100% of the individual performance target (out of a possible 200%) to each NEO’s level of achievement. As a result, the Individual Performance goals contributed to 20% of each of our NEOs' target bonus payout (out of a combined 20% target bonus payout allocated to the Individual Performance metric).

  44. Short-Term Incentive Payout

    Short-Term Incentive Payout For Fiscal 2023, the Compensation Committee evaluated our achievement and financial performance goals under the Short-Term Incentive Program and each executive’s individual performance and awarded cash payouts to our executive officers as set forth below.

  45. Short-Term Incentive Payout

    | Executives | Adjusted EBITDA(1) (15% Weighting) | Adjusted Cash Balance(1) (15% Weighting) | Company Performance Achievement (50% Weighting) | Individual Performance Achievement (20% Weighting up to 40% after applying multiplier) | Total Payout (% of Target) | Total Payout ($) | | Robert H. Schwartz President and Chief Executive Officer | 18.0% | 6.0% | —% | 20.0% | 44.0% | 220,000 | | Morgan E. O’Brien Executive Chairman | 18.0% | 6.0% | —% | 20.0% | 44.0% | 132,000 | | Christopher Guttman-McCabe Chief Regulatory and Communications Officer | 18.0% | 6.0% | —% | 20.0% | 44.0% | 139,234 |

  46. Short-Term Incentive Payout

    (1) Our corporate financial performance targets of Adjusted EBITDA and Adjusted Ending Cash Balance, and the results under such targets, are based on non-GAAP financial measures which may be further adjusted as permitted by those plans and approved by the Compensation Committee. These metrics and the related performance targets are relevant only to our executive compensation program and should not be used or applied in other contexts. Please see Appendix A for a reconciliation of GAAP to non-GAAP amounts.

  47. Long-Term Incentive Equity Compensation

    Long-Term Incentive Equity Compensation Long-term equity incentives represent the third and largest component of the executive compensation program. The long-term incentive opportunity is designed to motivate and reward executive officers to achieve multiyear strategic goals and deliver sustained long-term value to stockholders. Our Compensation Committee has found these equity types to be effective in aligning the interests of management, including our NEOs, to company financial and business performance and the creation of overall stockholder value, and to appropriately reward executives for growing our business. To emphasize this alignment in the long-term, the Compensation Committee generally positions long-term incentive awards in line with the 50th to 75th percentile range of our peer group. Our equity incentive plan authorizes the Compensation Committee to issue time-based and performance-based equity awards. For Fiscal 2023, our Compensation Committee decided to issue time-based equity awards (RSUs and stock options) to align the interests of executives with our stockholders, promote retention and reinforce an ownership culture and a commitment to our company.

  48. CEO Awards

    CEO Awards In Fiscal 2023, Mr. Schwartz, our President and CEO, received two time-based stock option awards, one to purchase 122,449 shares of common stock and another to purchase 77,102 shares of common stock. Twenty-five percent of the shares subject to each award vested on May 17, 2023, and another 25% of such shares vest on December 2, 2023 (the first anniversary of the grant date of each award), subject to Mr. Schwartz's continued service with the Company through such date. The remainder of each award will vest in three equal installments on the next three anniversaries of the grant date, subject to Mr. Schwartz’s continued service with the Company through each applicable vesting date. The Compensation Committee believes granting stock options is appropriate at our current stage of growth. As we continue to grow and explore opportunities to expand our customer base, setting longer-term performance goals becomes challenging. The Compensation Committee believes stock options are inherently performance-oriented and reflect strong alignment between our senior-most executives and stockholders. Executives with stock options will only realize value on such awards if the share price of the Company's common stock appreciates over the grant date exercise price of such stock options, with greater value resulting as the fair market value of the Company's common stock increases.

  49. Other NEOs

    Other NEOs In Fiscal 2023, Mr. O’Brien, our Executive Chairman, received a time-based stock option to purchase 154,203 shares of common stock. Twenty-five percent of the shares subject to the award are to vest on December 2, 2023, subject to Mr. O’Brien’s continued service through such vesting date, and the remaining shares will vest in three equal annual installments thereafter, subject to Mr. O’Brien’s continued service through each applicable vesting date. In Fiscal 2023, Mr. Guttman-McCabe received a time-based stock option and RSUs. These awards were based on advice from our compensation consultant after a subjective review of his role, responsibilities and performance, his existing equity position, and his valuable contributions and services during Fiscal 2022, including his critical assistance in driving us to achieve the Company's regulatory and business objectives, his individual performance, and our achievement of corporate performance goals in Fiscal 2022. The stock option and RSU awards granted in Fiscal 2023 to Mr. O’Brien and Mr. Guttman-McCabe were as follows:

  50. Other NEOs

    | Executive Officer | Number of Stock Options(1) | Number of RSUs(1) | | Morgan O' Brien | 154,203 | — | | Christopher Guttman-McCabe | 25,511 | 12,655 |

  51. Severance and Change in Control Protection

    Severance and Change in Control Protection In March 2015, the Board adopted an Executive Severance Plan (as subsequently amended, the “Severance Plan”) and assigned the Compensation Committee as the administrator of the Plan. The Severance Plan, updated on July 27, 2021, and which replaced any prior existing employment agreements or severance arrangements with our executives, establishes the amount of severance payments and benefits available in the event of a: (i) termination of employment by us without Cause or by the participant for Good Reason (as such terms are defined in the Severance Plan) or (ii) termination of employment by us without Cause or by the participant for Good Reason within six months before or within 24 months after a Change in Control (as defined in the Severance Plan). The primary purpose of the change in control benefits in these agreements is to keep our NEOs focused on pursuing corporate transaction activity that is in the best interests of our stockholders, regardless of whether those transactions may result in their job loss. We also believe it is necessary to offer these protections in order to offer competitive compensation packages. For detailed descriptions of the post-employment compensation arrangements with our NEOs, as well as an estimate of the potential payments and benefits payable under these arrangements, see “Severance Arrangements with our NEOs” below.

  52. Long-Term Incentive Program

    Long-Term Incentive Program For Fiscal 2024, to more directly incentivize our NEOs against specific performance goals, the Compensation Committee elected to award performance stock units (“PSUs”) in lieu of options for those receiving equity grants. The performance stock units awarded in Fiscal 2024 will payout based on achievement against a target for contracted proceeds from new customers in Fiscal 2024, with no payout for achievement below 75% of the performance target and a maximum payout of 150% of the target award, to the extent performance meets or exceeds 150% of the performance target. The performance stock units shall vest 1/3 each year based on the achievement against the performance target in the first year.

  53. Short-Term Incentive Program

    Short-Term Incentive Program For Fiscal 2024, to better align performance with our sales cycle and financials, the Compensation Committee removed Adjusted EBITDA as a financial performance metric and replaced it with our new "demonstrated intent" performance indicator. We believe demonstrated intent better reflects our progress in developing the market for 900 MHz private LTE and success against long sales cycles among highly-regulated, investor-owned utilities. The Short-Term Incentive Program continues to include Customer Proceeds and a cash component as financial performance metrics. The individual performance factor now also includes a qualitative factor that applies to all NEOs designed to reward execution against our evolving priorities in the dynamic and young marketplace we are establishing. Fiscal 2024 weightings of the Short-Term Incentive Program performance metrics for our NEOs are: Customer Proceeds - 75%; New Customer Demonstrated Intent – 12.5%; and Cash Component – 12.5%.

  54. Summary Compensation Table

    Summary Compensation Table The following table summarizes the compensation awarded to, earned by, or paid for services rendered in all capacities by our NEOs during Fiscal 2023 and Fiscal 2022. The compensation described in this table does not include medical, group life insurance, or other benefits generally available to all our salaried employees.

  55. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards (1) ($) | Option Awards (1) ($) | Non-Equity Incentive Plan Compensation ($) (2) | All Other Compensation ($) | Total ($) | | Robert H. Schwartz President and Chief Executive Officer | 2023 | 501,923 | — | — | 4,000,013 | 220,000 | 9,150(3) | 4,731,086 | | | 2022 | 501,923 | — | 2,850,000 | 2,850,000 | 330,000 | 8,700(3) | 6,540,623 | | Morgan E. O’Brien Executive Chairman | 2023 | 301,154 | — | — | 2,000,013 | 132,000 | — | 2,433,167 | | | 2022 | 267,462 | — | — | 2,000,005 | 198,000 | — | 2,465,467 | | Christopher Guttman-McCabe Chief Regulatory and Communications Officer | 2023 | 426,634 | — | 625,030 | 625,020 | 139,234 | 9,150(3) | 1,825,068 | | | 2022 | 426,635 | — | 1,039,824 | — | 210,375 | 8,700(3) | 1,685,534 |

  56. Summary Compensation Table

    (1)The amounts represent the grant date fair value of equity-based stock awards granted by the Company during the periods presented, determined in accordance with FASB ASC Topic 718. All awards are amortized over the vesting life of the award. For the assumptions used in our valuations, see Note 10 - Stock Acquisition Rights, Stock Options, and Warrants of our notes to the consolidated financial statements in our Annual Report on Form 10-K for the year ended March 31, 2023, filed with the SEC on June 14, 2023. In accordance with SEC rules, the grant date fair value of any award subject to a performance condition is based on the probable outcome of the performance condition. (2)The amounts shown reflect payments pursuant to the Company’s short-term incentive program. Under this program, the Company’s executive officers are eligible to receive an annual cash bonus based on a percentage of their base salaries contingent upon their achievement of certain pre-established corporate and individual performance goals approved and evaluated by the Compensation Committee. (3)Represents matching contributions made by the Company in connection with its 401(k) plan. 2 The material in this Compensation Committee report is not “soliciting material,” is not deemed “filed” with the SEC and is not to be incorporated by reference in any filing of Anterix Inc. under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

  57. 2023 Grants of Plan-Based Awards

    2023 Grants of Plan-Based Awards The following table provides certain information regarding each plan-based award granted to our NEOs during Fiscal 2023. All of the non-equity incentive plan awards set forth below were made under our short-term incentive program. All stock option and RSU awards set forth below were made under our 2014 Stock Plan. For a description of the acceleration of vesting provisions applicable to the stock options and RSUs granted to our NEOs, see the section of this Proxy Statement entitled “Potential Payments Upon Termination or Change in Control.”

  58. 2023 Grants of Plan-Based Awards

    | Name | Grant Date | All Stock Awards: Shares or Units (#)(1) | All Other Option Awards: Securities Underlying Options (#)(1) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($)(2) | | Robert H. Schwartz | 5/17/2022 | — | 122,449 | 49.39 | 3,000,001 | | | 12/2/2022 | — | 77,102 | 49.39 | 1,000,013 | | Morgan E. O’Brien | 12/2/2022 | — | 154,203 | 49.39 | 2,000,013 | | Christopher E. Guttman-McCabe | 5/17/2022 | 12,655 | — | — | 625,030 | | | 5/17/2022 | — | 25,511 | 49.39 | 625,020 |

  59. 2023 Grants of Plan-Based Awards

    (1)The amounts set forth in these columns represent RSUs and Stock Options granted to the NEOs under the 2014 Stock Plan. (2)The amounts represent the grant date fair value of equity-based stock awards granted by the Company during the periods presented, determined in accordance with FASB ASC Topic 718. All awards are amortized over the vesting life of the award. For the assumptions used in our valuations, see Note 10 - Stock Acquisition Rights, Stock Options, and Warrants of our notes to the consolidated financial statements in our Annual Report on Form 10-K for the year ended March 31, 2023, filed with the SEC on June 14, 2023.

  60. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table sets forth information regarding outstanding equity awards held by our NEOs on March 31, 2023.

  61. Outstanding Equity Awards at Fiscal Year-End

    | | Option Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) (1) | 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 ($) (1) | | Robert H. Schwartz | — | — | — | — | — | — | 15,025 (5) | 496,426 | | | — | — | — | — | — | — | 11,250 (6) | 371,700 | | | — | — | — | — | 37,500 (2) | 1,239,000 | | | | | — | — | — | — | 4,250 (4) | 140,420 | | | | | 7,318 (3) | — | 46.85 | 8/28/2025 | — | — | | | | | 30,279 | 30,279 (7) | 49.92 | 6/24/2030 | — | — | | | | | 100,000 | — | 28.20 | 5/14/2028 | — | — | | | | | 20,000 | — | 28.10 | 8/17/2027 | — | — | | | | | 4,089 | — | 24.45 | 2/23/2026 | — | — | | | | | 15,040 | — | 26.59 | 8/11/2025 | — | — | | | | | 25,000 | 75,000 (8) | 57.00 | 8/23/2031 | — | — | | | | | — | 122,449 (9) | 49.39 | 5/17/2032 | — | — | | | | | — | 77,102 (10) | 49.39 | 12/2/2032 | — | — | | | | Morgan E. O’Brien | — | — | — | — | 4,375 (4) | 144,550 | | | | | 26,464 (3) | — | 46.85 | 8/28/2025 | — | — | | | | | 34,945 | — | 22.75 | 5/22/2027 | — | — | | | | | 50,000 | — | 25.81 | 1/13/2026 | — | — | | | | | 65,000 | — | 25.00 | 1/29/2025 | — | — | | | | | 25,000 | — | 25.00 | 1/29/2025 | — | — | | | | | 21,927 | 43,841 (11) | 60.92 | 9/7/2031 | — | — | | | | | — | 154,203 (10) | 49.39 | 12/2/2032 | — | — | | | | Christopher E. Guttman-McCabe | — | — | — | — | 15,286 (12) | 505,049 | | | | | — | — | — | — | 16,305 (13) | 538,717 | | | | | — | — | — | — | 12,655 (14) | 418,121 | | | | | 11,750 | — | 25.75 | 2/28/2027 | — | — | | | | | 8,000 | — | 32.50 | 2/6/2028 | — | — | | | | | 6,715 | — | 42.14 | 2/12/2029 | — | — | | | | | 31,250 | 31,250 (15) | 34.40 | 10/22/2030 | — | — | | | | | — | 25,511 (9) | 49.39 | 5/17/2032 | — | — | | |

  62. Outstanding Equity Awards at Fiscal Year-End

    (1)The market value of the stock awards is determined by multiplying the number of shares underlying the stock awards by $33.04, the closing stock price of our common stock on March 31, 2023. (2)RSUs granted on August 23, 2021, that vest, subject to continued service, as follows: 25% on each of August 23, 2022, August 23, 2023, August 23, 2024, and August 23, 2025. (3)Performance-based stock options issued on February 28, 2020, that vested upon the achievement of “target” performance goal by December 31, 2020. Under the target goal, 50% of the shares subject to the performance-based award vest upon achievement by December 31, 2020, of a Final Order from the FCC providing for the creation and allocation of licenses for spectrum in the 900 MHz band consisting of paired blocks of contiguous spectrum, each containing at least 3 MHz of contiguous spectrum, authorized for broadband wireless communications use and the lack of objection by the Anterix Board to the terms and conditions (including but not limited to, the rebanding, clearing and relocation procedures, license assignment and award mechanisms, and technical and operational rules) set forth or referenced in the Final Order. (4)RSUs granted on granted on May 9, 2019 that vest, subject to continued service, as follows: 25% on each of May 15, 2020, May 17, 2021, May 16, 2022, and May 15, 2023. (5)RSUs granted on December 31, 2020 that vest, subject to continued service, based on the achievement of a Cumulative Spectrum Proceeds Monetized (“CSPM”) metric over a four-year measurement period commencing on June 24, 2020, with no vesting occurring if the threshold CSPM metric is not achieved, 15,025 RSUs vesting if the threshold CSPM metric is achieved, 30,049 RSUs vesting if the target CSPM metric is achieved and 60,098 vesting if the maximum CSPM metric is achieved. The number of shares subject to the RSUs set forth in the table above and the corresponding value of such shares reflect vesting at the threshold level. As of March 31, 2022, no RSUs had become vested under this award. For a description of the acceleration of vesting provisions applicable to this RSU, see the section of this Proxy Statement entitled “Potential Payments Upon Termination or Change in Control.” (6)RSUs granted on February 1, 2021 that vest, subject to continued service, based on the achievement of a Total Stockholder Return (“TSR”) metric over a four-year measurement period that is evaluated in relation to the average closing bid price per share of the Company’s common stock measured over a sixty-trading day period. RSUs are subject to vest in a range of 0% to 350% of the 45,000 target amount of RSUs based on the level of achievement of the TSR metric. The number of shares subject to the RSUs set forth in the table above and the corresponding value of such shares reflect vesting at the threshold level, which would result in 25% of the RSUs becoming vested. As of March 31, 2022, no RSUs had become vested under this award. For a description of the acceleration of vesting provisions applicable to this RSU, see the section of this Proxy Statement entitled “Potential Payments Upon Termination or Change in Control.” (7)Stock options granted on June 24, 2020 that vest, subject to continued service, as follows: 25% on each of July 1, 2021, July 1, 2022, July 1, 2023, and July 1, 2024. (8)Stock options granted on August 23, 2021 that vest, subject to continued service, as follows: 25% on each of August 23, 2022, August 23, 2023, August 23, 2024, and August 23, 2025. (9)Stock options granted on May 17, 2022 that vest, subject to continued service, as follows: 25% on each of May 17, 2023, May 17, 2024, May 17, 2025, and May 17, 2026. (10)Stock options granted on December 02, 2022 that vest, subject to continued service, as follows: 25% of each of December 02, 2023, December 02, 2024, December 02, 2025 and December 02, 2026. (11)Stock options granted on September 07, 2021 that vest, subject to continued service, as follows: 33.33% of each of September 07, 2022, September 07, 2023, and September 07, 2024. (12)RSUs granted on October 22, 2020 that vest, subject to continued service, as follows: 25% on each of November 15, 2021, November 15, 2022, November 15, 2023, November 15, 2024. (13)RSUs granted on May 5, 2021 that vest, subject to continued service, as follows: 25% on each of May 15, 2022, May 15, 2023, May 15, 2024 and May 15, 2025. (14)RSUs granted on May 17, 2022 that vest, subject to continued service, as follows: 25% on each of May 17, 2023, May 17, 2024, May 17, 2025, and May 17, 2026. (15)Stock options granted on October 22, 2020 that vest, subject to continued service, as follows: 25% on each of November 15, 2021, November 15, 2022, November 15, 2023, and November 15, 2024.

  63. Fiscal 2023 Option Exercises and Stock Vested

    Fiscal 2023 Option Exercises and Stock Vested The following table provides information regarding the number of shares each of our NEOs acquired upon exercise of stock options and the vesting of RSUs during Fiscal 2023.

  64. Fiscal 2023 Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#)(1) | Value Realized on Exercise ($)(2) | Number of Shares Acquired on Vesting (#)(3) | Value Realized on Vesting ($)(4) | | Robert H. Schwartz | — | — | 16,750 | 732,998 | | Morgan E. O’Brien | 65,000 | 736,350 | 9,619 | 423,884 | | Christopher E. Guttman-McCabe | — | — | 13,078 | 513,463 |

  65. Fiscal 2023 Option Exercises and Stock Vested

    (1)Number of shares acquired on exercise represent options that were exercised in Fiscal 2023. (2)Amounts are calculated as the difference between the market price of our common stock at the time of exercise and the exercise price of the stock option. (3)Number of shares acquired on vesting represent RSUs that vested in Fiscal 2023. (4)Amounts are calculated by multiplying the number of shares vested by our closing stock price on the date of vesting or by the closing stock price the next day the stock market was open.

  66. CEO Pay Ratio

    CEO Pay Ratio Under the SEC’s rules, we are required to identify our median employee only once every three years and to calculate annual total compensation for that employee each year, referred to as “pay-ratio” disclosure, as long as, during Fiscal 2023, there have been no changes to our employee population or employee compensation arrangements that we reasonably believe would result in a significant change to the pay-ratio disclosure. We have opted to identify our median employee for Fiscal 2023 based on our employee population as of March 31, 2023, as described below. The pay ratio reported below is a reasonable estimate calculated consistent with SEC rules based on our internal records and the methodology described below. Because the SEC’s rules for identifying the median employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, apply certain exclusions, and make reasonable estimates and assumptions that reflect their employee populations and compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio reported below, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios. Neither the Compensation Committee nor our management use our pay ratio to make compensation decisions. For purposes of identifying our “median employee,” we used our employee population as of March 31, 2023 (including all employees, whether employed on a full-time, part-time, seasonal or temporary basis). To identify the median employee, we used the following methodology, adjustments, and estimates: •We calculated the Fiscal 2023 annual total compensation of each employee, excluding Mr. Schwartz, our President and CEO, as the sum of: (1) annual base salary for permanent salaried employees, or hourly rate multiplied by the expected annual work schedule for hourly employees; (2) target annual cash incentive compensation, if applicable; and (3) grant date fair value of equity awards granted during the year. •In identifying the median employee, we annualized the compensation values of individuals who joined our Company during Fiscal 2023. We calculated the annual total compensation for Fiscal 2023 for such employee using the same methodology we used for our NEOs as set forth in the Summary Compensation Table above. For Fiscal 2023, the annual total compensation for Mr. Schwartz and our median employee were $4.7 million and $0.3 million, respectively. Accordingly, the resulting ratio of the two amounts is approximately 15:1. We believe the pay ratio is a reasonable estimate calculated consistent with applicable SEC rules based on our internal payroll and employment records and the methodology described above.

  67. Pay Versus Performance

    Pay Versus Performance In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following table and graph disclosures regarding executive “compensation actually paid,” or CAP, and certain company performance measures for each of the years ended March 31, 2023 and 2022. You should refer to the “Compensation Elements” section of the "Executive Compensation" portion of this proxy statement for a complete description of how executive compensation relates to our company performance measures and how our compensation committee makes its decisions related thereto.

  68. Pay Versus Performance

    | Year | Summary Compensation Table Total for PEO ($)(1) | Compensation Actually Paid to PEO ($)(2) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(3) | Average Compensation Actually Paid to Non-PEO NEOs ($)(3)(4) | Total Stockholder Return ($)(5) | Net Loss (in thousands) ($)(6) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | | 2023 | 4,731,086 | (7,225,387) | 2,129,118 | 278,452 | 72.35 | (16,317) | | 2022 | 6,540,623 | 9,237,637 | 2,075,501 | 2,922,657 | 126.78 | (37,519) |

  69. Pay Versus Performance

    (1)Represents compensation amounts reported in the “Summary Compensation Table”, disclosed above, for our principal executive officer (“PEO”), Robert H. Schwartz. (2)“Compensation actually paid” to our PEO for each year shown reflects the respective amounts from the Summary Compensation Table, adjusted, as noted below, in accordance with SEC rules. The amount included in column (b) above does not reflect the actual amount earned by, or paid to, our PEO for each of the fiscal years shown. The following table reflects the adjustments made to determine the compensation actually paid to our PEO:

  70. Pay Versus Performance

    | Year | 2022 | 2023 | | PEO | R. Schwartz | R. Schwartz | | SCT Total Compensation ($) | 6,540,623 | 4,731,086 | | Less: Stock award values reported in SCT for the Covered Year ($) | (5,700,000) | (4,000,013) | | Plus: Year End Fair Value for Stock Awards Granted in the Covered Year ($) | 5,761,500 | 2,615,265 | | Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($) | 2,476,070 | (9,672,949) | | Change in Fair Value of Stock and Option Awards from Prior Years that Vested in the Covered Year ($) | 159,444 | (898,776) | | Less: Fair Value of Stock and Option Awards Forfeited during the Covered Year | ___ | ___ | | Compensation Actually Paid ($) | 9,237,637 | (7,225,387) |

  71. Pay Versus Performance

    The valuation of the equity granted to our PEO is based upon multiple factors, including, grant date stock price, life of grant, volatility and risk free rate. To determine the compensation actually paid, adjustments have been made to the fair value calculation to adjust for the change in stock price at year-end and vest date, adjustments in time to vest and life of grant and related volatility and risk free rate. (3)Represents the average compensation amounts reported in the "Total" column the “Summary Compensation Table”, disclosed above, for our non-PEO NEOs, which include: •Morgan E. O'Brien, Executive Chairman •Christopher Guttman-McCabe, Chief Regulatory and Communications Officer (4)Average “compensation actually paid” to our non-PEO NEOs for each year shown reflects the respective average amounts from the Summary Compensation Table, adjusted, as noted below, in accordance with SEC rules. The amount included in column (d) above does not reflect the actual amount earned by, or paid to, our non-PEO NEOs for each of the fiscal years shown. The following table reflects the adjustments made to determine the average compensation actually paid to our non-PEO NEOs:

  72. Pay Versus Performance

    | Year | 2022 | 2023 | | Non-PEO NEOs | See Footnote 3 above | See Footnote 3 above | | SCT Total Compensation ($) | 2,075,501 | 2,129,118 | | Less: Stock award values reported in SCT for the Covered Year ($) | (1,519,915) | (1,625,032) | | Plus: Year End Fair Value for Stock Awards Granted in the Covered Year ($) | 1,539,821 | 1,413,935 | | Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($) | 393,960 | (1,168,996) | | Change in Fair Value of Stock and Option Awards from Prior Years that Vested in the Covered Year ($) | 433,290 | (470,573) | | Less: Fair Value of Stock and Option Awards Forfeited during the Covered Year | ___ | ___ | | Compensation Actually Paid ($) | 2,922,657 | 278,452 |

  73. Pay Versus Performance

    The valuation of the equity granted to our non-PEO NEOs is based upon multiple factors, including, grant date stock price, life of grant, volatility and risk free rate. To determine the average compensation actually paid, adjustments have been made to the fair value calculation to adjust for the change in stock price at year-end and vest date, adjustments in time to vest and life of grant and related volatility and risk free rate. (5)Represents the cumulative total stockholder return of the Company for the measurement periods ending March 31, 2023 and 2022, respectively. (6)Represents the Net Loss of the Company as reflected in the Company's Consolidated Statements of Operations included in the Company's Annual Report on Form 10-K for each of the periods presented.