DEF 14A of Anterix Inc., Jul 3, 2024

DEF 14A of Anterix Inc.

Filed Jul 3, 2024 · FY20240001304492-24-000084

Open on EDGAR

  1. Director Nominees

    Director Nominees

  2. Director Nominees

    | Director Name | | Age | Director Since | Title | | | Jeffrey A. Altman INDEPENDENT | 57 | 2023 | Founding Partner and Chief Portfolio Manager, Owl Creek Asset Management | | | Leslie B. Daniels INDEPENDENT | 77 | 2020 | Senior Advisor, AE Industrial Partners, LP | | | Mark A. Fleischhauer INDEPENDENT | 49 | — | Partner (Retired), Owl Creek Asset Management | | | William E. Heard INDEPENDENT | 41 | — | CEO and Chief Investment Officer, Heard Capital LLC | | | Thomas R. Kuhn* INDEPENDENT | 78 | 2024 | President and CEO (Retired), Edison Electric Institute | | | Scott A. Lang INDEPENDENT | 61 | — | CEO and Chair, Project Canary | | | Morgan E. O’Brien | 79 | 2012 | Executive Chairman, Anterix | | | Robert H. Schwartz | 58 | 2020 | President and CEO, Anterix | | | Mahvash Yazdi INDEPENDENT | 72 | 2021 | President, Feasible Management Consulting |

  3. 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 with CIC | ✗ | Tax Gross Ups | | ✓ | Peer Group Used to Inform Pay Practices | ✗ | Evergreen Provision in Stock Plan | | ✓ | Independent Compensation Committee | ✗ | 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 without Stockholder Approval | | ✓ | Independent Compensation Consultant | ✗ | Broad 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 | | | | ✓ | Long-Term Equity Incentive Awards to Promote Retention and Superior Performance | | |

  4. Director Nominees

    Director Nominees Our Board, based on the recommendation of our Nominating and Corporate Governance Committee, has nominated six existing directors for reelection—four independent directors, the current Executive Chair of our Board and former Chief Executive Officer ("CEO"), Morgan E. O'Brien, and our current President and CEO, Robert H. Schwartz. The Nominating and Corporate Governance Committee has also nominated three new director nominees — Mark A. Fleischhauer, William E. Heard, and Scott A. Lang. Three of our current directors, Singleton B. McAllister, Gregory A. Haller, and Gregory A. Pratt, are not standing for reelection and will conclude their service on our Board and each of the Board committees on which they serve at the expiration of their terms as of the 2024 Annual Meeting. We thank each of them for their exemplary service on our Board. Our director nominees are proven leaders with a wide range of skills, professional experience, and diverse backgrounds. Our Board comprises directors with deep institutional knowledge of the company and the markets in which we operate, alongside newer directors who bring a variety of experiences, perspectives, qualifications, and leadership to address the company's challenges. In recent years, our Board has actively sought new directors to achieve the right balance of experience, continuity, and fresh perspectives, including gender, racial, and ethnic diversity. 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.

  5. Director Nominees

    | 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 have collectively been our 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 since Owl Creek's founding, 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. 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. |

  6. Director Nominees

    | 14 2024 PROXY STATEMENT | ANTERIX INC. |

  7. Director Nominees

    | Leslie B. Daniels Independent Director | Mr. Daniels has served as a member of our Board since September 2020 and is Chair of the Corporate Development Committee. Since 2014, he served as an Operating Partner at AE Industrial Partners, L.P. ("AEP"), a private equity firm in Boca Raton, FL, specializing in aerospace, power generation, and specialty industrial markets. In 2024, Mr. Daniels transitioned to a Senior Advisor role at AEP. 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. 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. |

  8. Director Nominees

    | Mark A. Fleischhauer Independent Director Nominee | Mr. Fleischhauer is a new director nominee. Mr. Fleischhauer was most recently a Partner at Owl Creek Asset Management, where he worked from 2007 until 2024. He ended his tenure at Owl Creek as an Assistant Portfolio Manager, focusing on the firm’s investments in public equities, including coverage of the telecommunication industry. Before joining Owl Creek, Mr. Fleischhauer served as a Portfolio Manager at Jayhawk Capital Management and an Analyst at HFR Asset Management after earning his MBA at the Kellogg School of Management at Northwestern University. He started his career as an Investing Banking Analyst in the Technology Group at Bear Stearns before moving to investment management at George Weiss Associates and Hamilton Partners. In addition to his MBA, Mr. Fleischhauer earned his Bachelor of Science in Economics from the Wharton School at the University of Pennsylvania. We believe Mr. Fleischhauer is qualified to serve on our Board based on his extensive experience in creating stockholder value and experience in the technology sector and covering the telecommunications industry. |

  9. Director Nominees

    | ANTERIX INC. | 2024 PROXY STATEMENT 15 |

  10. Director Nominees

    | William E. Heard Independent Director Nominee | Mr. Heard is a new director nominee. In 2011, he founded Heard Capital LLC, where he continues to serve as CEO and Chief Investment Officer. Prior to founding Heard Capital LLC, Mr. Heard was a special situations analyst for Stark Investments, where he covered telecommunications, media, technology, financial, industrial and energy sectors. While at Stark Investments, he covered the telecommunication, media, technology, financial, industrial and energy sectors. Mr. Heard is active in the philanthropic community, focusing on education and disadvantaged youth. He currently serves on the City Year Chicago Board of Directors and actively participates in OneGoal, a diverse collective of local organizations creating opportunities for today’s youth and low-income population. Mr. Heard is a board member of the President’s Circle and Young Professional Network for the Chicago Council on Global Affairs and is a member of the Economic Club of Chicago. He is also a member of the Dean’s Circle at the University of Chicago Law School, as well as a member of the Founders’ Committee for the University of Chicago Law School’s Center on Law and Finance. Mr. Heard is a graduate of Marquette University’s College of Business Administration, where he earned a Bachelor of Science in Finance and Real Estate. While at Marquette, he founded and established the University's Applied Investment Management Program, the first undergraduate business program in the nation to be selected as a program partner by the CFA Institute. We believe Mr. Heard is qualified to serve on our Board based on his experience as a CEO working with high-growth companies and creating shareholder value. |

  11. Director Nominees

    | Thomas R. Kuhn Vice Chairman Independent Director | Mr. Kuhn joined our Board as Vice Chairman in January 2024 after more than thirty years as President and CEO of the Edison Electric Institute ("EEI"), the association that represents all U.S. investor-owned electric companies. Prior to his role as President & CEO, Mr. Kuhn served as Chief Operating Officer of EEI from 1988 to 1990 and executive vice president from 1985 to 1988. Before joining EEI, Mr. Kuhn was president of the American Nuclear Energy Council, representing virtually all companies in the commercial nuclear power industry. He joined the Council in 1975 as Vice President, Government Affairs and became President in 1983. From 1972 to 1975, Mr. Kuhn headed the energy section of the investment banking firm Alex Brown and Sons. Prior to that, from 1970 to 1972, he was the White House Liaison Officer to the Secretary of the Navy. Mr. Kuhn previously served on the Secretary of Energy’s Advisory Board and the Board of the U.S. Chamber of Commerce. He currently serves on the boards of the Alliance to Save Energy, the United States Energy Association, and the U.S. Navy Memorial Foundation. He is Chairman Emeritus of the Committee of 100 of the U.S. Chamber of Commerce, the American Society of Association Executives, and the National Multiple Sclerosis Society. Mr. Kuhn holds a Bachelor of Science degree in economics from Yale University and served as a Naval Officer following his graduation. He also received an MBA from George Washington University. He completed the Stanford University Graduate School of Business Senior Executive Program in 1989. We believe Mr. Kuhn is qualified to serve on our Board based on his executive leadership experience, connections and understanding of the complexities of the utility industry. |

  12. Director Nominees

    | 16 2024 PROXY STATEMENT | ANTERIX INC. |

  13. Director Nominees

    | Scott A. Lang Independent Director Nominee | Mr. Lang is a new director nominee. In March 2024, he was named CEO and Chairman of the Board of Project Canary, the leading emissions intelligence platform helping companies in the energy industry monitor emissions. From November 2019 to July 2023, he was Chairman of the Board and CEO of Turvo, a software technology company focused on the supply chain and logistics industry. From September 2015 to January 2018, he was Executive Chairman and Chairman of the Board of Silver Spring Networks, where he served as Founding Chairman, CEO and President from September 2004 to September 2015. While at Silver Spring Networks, he raised more than $200 million of venture and private equity capital and helped to develop the first secure native IP network platform for smart electric meters. Previously in his career, Mr. Lang held positions of increasing responsibility at Electronic Data Systems and Perot Systems. Mr. Lang holds a BS in Business Administration with a minor in Computer Science from the University of Mississippi and an Executive MBA from Northwestern University’s Kellogg School of Business. We believe Mr. Lang is qualified to serve on our Board based on his experience as a CEO, extensive public company Board experience, prior business experience in working with the utility sector and long-standing track record of driving technological change and innovation. |

  14. Director Nominees

    | Morgan E. O’Brien Executive Chairman | 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 Chair 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; prior experience in building a nationwide dispatch network at Nextel; expertise in FCC regulatory and compliance matters; and experience serving on the boards of directors of other private and public companies. |

  15. Director Nominees

    | ANTERIX INC. | 2024 PROXY STATEMENT 17 |

  16. Director Nominees

    | Robert H. Schwartz President & CEO | 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 skill and experience in strategy, leadership and finance; and prior experience building communications companies. |

  17. Director Nominees

    | Mahvash Yazdi Independent Director | Ms. Yazdi has served as a member of the Board since February 2021 and is the Chair of the Compensation Committee. Since 2012, she has been the President of Feasible Management Consulting, which provides strategic consulting in energy, innovation, technology, and telecommunication. From 1997 to 2012, Ms. Yazdi 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. Ms. Yazdi was the founding co-chair of the Edison Electric Institute’s CIO advisory council, leading industry activities in cybersecurity, telecommunications and privacy challenges. 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 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 is the recipient of the Ellis Island Medal of Honor for her philanthropic endeavors. Ms. Yazdi earned her M.B.A. from the University of Southern California and is a member of the Beta Gamma Sigma honor society. She received her B.S. in industrial management from California State Polytechnic University, Pomona, with honors. She also completed the Management of Information Technology program at Harvard Business School. We believe Ms. Yazdi is qualified to serve on our Board based on her prior experience as an executive in the utility industry, her knowledge of technology, and her leadership experience as a CIO. |

  18. Director Nominees

    | 18 2024 PROXY STATEMENT | ANTERIX INC. |

  19. Director Nominee Skills

    Director Nominee Skills The table below represents some of the key skills of our director nominees that our Board has identified as particularly valuable to the effective oversight of the Company and the execution of our strategy. This table highlights the depth and breadth of skill of our director nominees.

  20. Director Nominee Skills

    | Experience, Expertise, or Attribute | | Altman | Daniels | Fleischhauer* | Heard* | Kuhn | Lang* | O'Brien | Schwartz | Yazdi | | | CEO/President | ✗ | ✗ | | ✗ | ✗ | ✗ | ✗ | ✗ | | | | Telecom | ✗ | | ✗ | ✗ | | ✗ | ✗ | ✗ | ✗ | | | Regulatory | | ✗ | | | ✗ | | ✗ | | ✗ | | | Financial Acumen | ✗ | ✗ | ✗ | ✗ | ✗ | ✗ | ✗ | ✗ | ✗ | | | Early Stage/ Hyper-Growth | ✗ | ✗ | ✗ | ✗ | ✗ | ✗ | ✗ | ✗ | | | | Utilities | ✗ | | | | ✗ | ✗ | | | ✗ | | | Prior Public Board | ✗ | ✗ | | | ✗ | ✗ | ✗ | | ✗ | | | Technology | ✗ | | ✗ | ✗ | ✗ | ✗ | ✗ | ✗ | ✗ | | | Governance | | ✗ | | | ✗ | ✗ | | | ✗ | | | M&A | ✗ | ✗ | ✗ | ✗ | ✗ | ✗ | ✗ | ✗ | ✗ | | | Risk | ✗ | ✗ | | ✗ | ✗ | ✗ | ✗ | | ✗ |

  21. Director Nominee Skills

    * New Director Nominees

  22. Director Nominee Skills

    | ANTERIX INC. | 2024 PROXY STATEMENT 19 |

  23. 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 Compensation Committee oversees director compensation and provides recommendations to our Board regarding the appropriate structure and amount of compensation for our non-employee directors. The Board is responsible for approving our non-employee director compensation program and the compensation paid to our non-employee directors. The Compensation Committee engaged a compensation consultant to regularly review Director Compensation and provide benchmarking, survey and other comparative market data, including such Director compensation data from the same peer group as is used in evaluating the compensation of our executive officers, to help determine if the Directors’ compensation levels are appropriate.

  24. Director Compensation

    | 20 2024 PROXY STATEMENT | ANTERIX INC. |

  25. Non-Employee Director Compensation

    Non-Employee Director Compensation For Fiscal 2024, 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 Board Committees; ›Equity premium for service as Lead Independent Director; ›Equity premium for service as Vice Chair; 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 received an annual equity-based award (in the form of restricted stock) valued at $170,000 at the time of grant. Additionally, for his service as Board Vice Chairman, Mr. Kuhn received an additional equity award (in the form of restricted stock) valued at $50,000 and, for her service as the Lead Independent Director, Ms. McAllister received 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 2024 non-employee director compensation:

  26. 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 | | | Audit | 20,000 | | Compensation | 15,000 | | Nominating/Governance | 10,000 | | Corporate Development | 8,500 | | Board Leadership Compensation | | | Vice Chairman Retainer (premium) | 50,000 (1) | | Lead Independent Director Retainer (premium) | 30,000 (1) |

  27. Non-Employee Director Compensation

    (1)Board Leadership Compensation premium is in equity. Newly Appointed Directors: For any non-employee director appointed to the Board off-cycle (i.e., joining prior to election as a director nominee at an annual meeting), and thereby, beginning their term mid-year, the first 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 non-employee director elected to the board off-cycle will receive their first annual restricted stock grant on a pro-rata basis, based on the fiscal quarter in which the director is appointed to the Board, with the fair value determined by the stock price on the grant date. In January 2024, Thomas Kuhn was appointed to the Board off-cycle and was named Vice Chairman. Upon the recommendation of the Compensation Committee, in addition to the prescribed non-employee director compensation, including the Vice Chairman premium, Mr. Kuhn was

  28. Non-Employee Director Compensation

    | ANTERIX INC. | 2024 PROXY STATEMENT 21 |

  29. Non-Employee Director Compensation

    also granted an onboarding equity award comprised of options to purchase common stock of the Company valued at $1,000,000 in consideration of his expected significant leadership and strategic contributions to the Company and the Board. Review: Pursuant to its charter, the Compensation Committee reviews this non-employee director compensation program from time to time, based upon information it deems appropriate, including without limitation, reports from the independent compensation consultant, available survey data and feedback from the director recruiting process, to determine if any adjustments should be recommended. 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 non-employee directors have five (5) years from the time of initial appointment to achieve their stock ownership guideline level. As of the end of Fiscal 2024, each non-employee director 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.

  30. 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 2024.

  31. Director Compensation Table

    | Name | Fees earned or paid in Cash ($)(1) | Stock Awards ($)(2)(3) | Option Awards ($)(2)(4) | Total ($) | | Jeffrey A. Altman (5) | 9,260 | 84,307 | — | 93,567 | | Leslie B. Daniels | 73,500 | 170,022 | — | 243,522 | | Gregory A. Haller | 65,000 | 170,022 | — | 235,022 | | Thomas R. Kuhn (6) | 16,250 | 131,051 | 1,000,016 | 1,147,317 | | Singleton B. McAllister | 75,000 | 200,018 | — | 275,018 | | Gregory A. Pratt | 78,929 | 170,022 | — | 248,951 | | Paul Saleh (7) | 72,372 | 85,027 | — | 157,399 | | Mahvash Yazdi | 69,038 | 170,022 | — | 239,060 |

  32. 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 and option 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, 2024, filed with the SEC on June 26, 2024. (3)As of March 31, 2024, the following directors received shares of our restricted stock awards: Jeffrey A. Altman: 2,647 shares; Leslie B. Daniels: 5,209 shares; Gregory A. Haller: 5,209 shares; Thomas R. Kuhn: 3,898; Singleton B. McAllister: 6,128 shares; Gregory A. Pratt: 5,209 shares; Paul Saleh; 2,605 and Mahvash Yazdi: 5,209 shares. All restricted stock awards held by our non-employee directors other than Thomas R. Kuhn are fully vested or are scheduled to vest in full on August 6, 2024. Restricted Stock Awards held by Mr. Kuhn are scheduled to vest in full on August 7, 2024. (4)As of March 31, 2024, Thomas R. Kuhn held 58,998 option awards, of which 1/3 vest and become exercisable on January 2, 2025, with the remaining option shares vesting in two equal annual installments thereafter. These options were awarded as a one-time onboarding grant in consideration of his expected significant leadership and strategic contributions to the Company and the Board as the Board's Vice Chairman. (5)Jeffrey Altman was appointed to the Board effective February 13, 2023, and initially waived his right to the annual cash retainer and annual equity award otherwise payable to non-employee directors. On February 7, 2024, Jeffrey Altman elected to begin receiving his annual non-employee director cash retainer (paid quarterly) and annual equity award, beginning with the prorated amount for the remainder of his current term. (6)Thomas Kuhn was appointed to the Board effective January 2, 2024. As such, his annual cash retainer (paid quarterly) and annual equity award were prorated for the remainder of his current term. (7)Paul Saleh resigned from the Board in February 2024 after being appointed CEO of Aptos Group.

  33. Director Compensation Table

    | 22 2024 PROXY STATEMENT | ANTERIX INC. |

  34. Human Capital Management

    | Attracting Top Talent | Compensation & Benefits | Succession Planning | | | | | | Positions us for long-term success | Provides merit-based, equitable compensation to attract, retain, and recognize top talent | Ensures that top management positions can be filled without undue interruption |

  35. 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 with CIC | ✗ | Tax Gross Ups | | ✓ | Peer Group Used to Inform Pay Practices | ✗ | Evergreen Provision in Stock Plan | | ✓ | Independent Compensation Committee | ✗ | 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 without Stockholder Approval | | ✓ | Independent Compensation Consultant | ✗ | Broad 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 | | |

  36. 2023 Say on Pay Vote and Stockholder Engagement

    2023 Say on Pay Vote and Stockholder Engagement At the 2023 Annual Meeting, our stockholders approved the compensation of our NEOs on an advisory basis, with 87.2% of the votes cast “For” such approval. The Compensation Committee interpreted this level of stockholder approval of our executive compensation program at such a level as generally indicating that a significant majority of stockholders view our executive compensation program, plan design and governance as continuing to be well aligned with our stockholders' interests, 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 and report this information to the Compensation Committee. Through this stockholder outreach, we have established important feedback channels that serve as a valuable resource for ongoing input from our stockholders on the compensation of our executive officers. The Compensation Committee responded to this feedback, which highlighted an interest in seeing compensation tied to company performance, by continuing to focus on pay for performance in designing our executive compensation program, including utilizing performance-based equity awards. In Fiscal 2024, the Compensation Committee chose to award performance-based RSUs (“PSUs”) to further align compensation with our performance. In addition, the Compensation Committee granted a mix of time-based RSUs and stock options to the NEOs. This mix provides significant upside potential for the NEOs, while at the same time ensuring a strong link between pay and performance and incentivizing the NEOs to build the Company's long-term value.

  37. 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 reported directly to the Compensation Committee, which has the sole authority to retain, terminate and obtain the advice of consultants at our expense. Korn Ferry was retained through November 2023. In February 2024, the Compensation Committee retained Willis Towers Watson (“WTW”), another national compensation consulting firm, as its independent compensation consultant. During Fiscal 2024, both Korn Ferry and WTW reviewed and advised on all principal aspects of our executive and non-executive compensation programs during their respective times as the retained independent compensation consultant to the Compensation Committee, 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 and assisted with an update of our 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 and other compensation surveys. 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 both Korn Ferry's and WTW’s independence and concluded that each is an independent advisor, and the work each advisor performed during Fiscal 2024 did not raise any conflicts of interest.

  38. 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 compared to the compensation we pay to our NEOs.

  39. Competitive Data

    | 40 2024 PROXY STATEMENT | ANTERIX INC. |

  40. Peer Group

    Peer Group The Compensation Committee, with input from its compensation consultant, 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.

  41. Peer Group

    | Reviewed | Evaluated | Developed | Assessed | Evaluated | Recommended | | | | | | | | | The current peer group and Anterix's business strategy and financials | The impact of M&A on the current peer group | "Screening criteria" for peer selection based on Anterix's business model and strategy | "Peers of peers" ISS/GL, and those citing Anterix as a peer | Companies across several relevant industries for "fit" against developed screening criteria | Compensation Peer Group to the Compensation Committee | | | | | | | ✓ |

  42. Peer Group

    The Compensation Committee recognizes the uniqueness of our business and the difficulty of establishing a Peer Group of comparable companies. In evaluating and selecting our Peer Group, the Compensation Committee considers the following financial and operating characteristics for the members of our Peer Group: market capitalization, annual revenues, industry, commercial status, operating margins and growth opportunities. The Compensation Committee also considers companies we compete against to retain executive talent. The Compensation Committee evaluates the Peer Group annually to determine whether changes should be made to the Peer Group to better align the financial and operating characteristics of the companies included within the Peer Group with our business. Based on this evaluation, the Compensation Committee made the following changes to its peer group for use in Fiscal 2024: (1) removed Iridium Communications Inc., Calix, Inc., Cogent Communications Holdings, Inc. and Varonis Systems, Inc., which were the four largest peer companies by market capitalization size, to bring all peer companies within a closer range to Anterix and, with the other adjustments described herein, position the Company near the market capitalization median; (2) added Globalstar, Inc. as a comparable peer used as a peer company by a proxy advisory firm reporting on the Company; (3) added A10 Networks, Inc., Shenandoah Telecommunications Company, Cambium Networks Corporation, DZS Inc., Aviat Networks, Inc. and Comtech Telecommunications Corp. as "peers of peers" of the Company to better align the Company's financial profile; and (4) added Telesat Corporation and Uniti Group, Inc. as companies in the Company's analyst reports. The resulting Fiscal 2024 Peer Group is comprised of the following companies:

  43. Peer Group

    | ›8x8 Inc. | ›Everbridge, Inc. | | ›A10 Networks, Inc. | ›Globalstar, Inc. | | ›Aviat Networks, Inc. | ›Inseego Corp. | | ›Bandwidth Inc. | ›InterDigital, Inc. | | ›Cambium Telecommunications Corp. | ›PagerDuty, Inc. | | ›Casa Systems Inc. | ›Rapid7, Inc. | | ›Cerence, Inc. | ›Shenandoah Telecommunications Company | | ›Comtech Telecommunications Corp. | ›Telesat Corporation | | ›Digi International Inc. | ›Uniti Group, Inc. | | › DZS, Inc. | ›Verra Mobility Corporation |

  44. Peer Group

    | ANTERIX INC. | 2024 PROXY STATEMENT 41 |

  45. 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.

  46. Compensation Elements

    | Base Salary | + | Short-Term Incentive | + | Long-Term Incentive | = | Total Compensation |

  47. 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 for 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 2024, the Compensation Committee set the following target bonus amounts for our NEOs:

  48. Short-Term Incentive Program

    | Executives | Target Bonus (as a % of base Salary) | | Robert H. Schwartz President and Chief Executive Officer | 100 | | Christopher Guttman-McCabe Chief Regulatory and Communications Officer | 75 | | Ryan L. Gerbrandt Chief Operating Officer | 60 |

  49. 2024 Short-Term Incentive Plan Design and Outcomes

    2024 Short-Term Incentive Plan Design and Outcomes For Fiscal 2024, the Compensation Committee designed the Short-Term Incentive Plan to focus the efforts of our executive officers on the Company’s achievement of the following performance objectives: (i) total customer proceeds contracted during Fiscal 2024 (“Customer Proceeds”), (ii) advancing new customer’s Demonstrated Intent, as defined below, and (iii) ending Fiscal 2024 cash balance (“Ending Cash Balance”). The Compensation Committee assigned the following target weighting for these performance objectives:

  50. 2024 Short-Term Incentive Plan Design and Outcomes

    | Customer Proceeds | Demonstrated Intent | Ending Cash Balance | | (75% Weighting) | (12.5% Weighting) | (12.5% Weighting) |

  51. Demonstrated Intent

    Demonstrated Intent Since February 2023, we have publicly reported our Demonstrated Intent (“DI”) scorecard, a quantitative and fact-based scorecard that measures our relative confidence in securing customer contracts for our 900 MHz spectrum. The analysis behind our DI scorecard includes tracking 20 individual pre-determined indicators for each customer in our pipeline, scoring each indicator based on our assessment of its relative importance, and then calculating a combined “Demonstrated Intent” score for each prospective customer. The 20 individual indicators do not change from quarter to quarter. 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 an intent to enter a 900 MHz spectrum contract with us. For purposes of the 2024 Short-Term Incentive Plan, the Demonstrated Intent performance objective measured our success in

  52. Demonstrated Intent

    moving new customers through the contract process and increasing their Demonstrated Intent score during Fiscal 2024. For the 2024 Short-Term Incentive Plan, the Compensation Committee set the target performance objectives for Customer Proceeds, Demonstrated Intent and Ending Cash Balance at performance levels that would be challenging to achieve and would require outstanding performance by the Company and strong execution and leadership by our NEOs. The Compensation Committee set a minimum performance threshold of 75% of the applicable performance objective. The Compensation Committee also set a maximum payout of up to 150% of the target bonus award for a particular performance objective to the extent the applicable performance objective is exceeded. The Compensation Committee has negative and positive discretion to determine the actual payouts under the 2024 Short-Term Incentive Plan based on its consideration of the Company’s overall performance and each individual executive officer’s performance and contributions during the fiscal year.

  53. Short-Term Incentive Payout

    Short-Term Incentive Payout The Compensation Committee determined that as of the end of Fiscal 2024, we (i) did not meet the minimum performance threshold for Customer Proceeds, (ii) achieved 85.1% of the performance objective related to Demonstrated Intent, and (iii) achieved 89.0% of the performance objective related to Ending Cash Balance. Based on these performance results, our executive officers would have received a total payout of 21.8% of their target bonuses for fiscal 2024 (0% out of 75% for the Customer Proceeds performance objective; 10.6% out of 12.5% for the Demonstrated Intent performance objective; and 11.1% out of 12.5% for the Cash Balance performance objective). In evaluating the bonus payouts for our NEOs under the 2024 Short-Term Incentive Plan, the Compensation Committee determined that a total bonus payout of 21.8% would not reflect our actual performance or our NEOs' performance during Fiscal 2024. During the fourth quarter of Fiscal 2024, we were entering final negotiations for a 900 MHz spectrum agreement with a large utility and were positioned to finalize the negotiations prior to the end of Fiscal 2024. However, our executives continued to negotiate to obtain better terms for the Company rather than push to finalize the agreement before the end of Fiscal 2024 on less favorable terms. The Compensation Committee determined that our executives operated in the best interests of the Company and its stockholders by continuing to negotiate. As a result, the Compensation Committee determined that a payout of 0% of the Customer Proceeds performance objective did not reflect our progress in moving customers through the final stages of the contract negotiation process prior to entering a contract for 900 MHz spectrum. The Compensation Committee considered and acknowledged that we had made significant progress toward our Fiscal 2024 targets, despite not meeting them in Fiscal 2024. We finalized and publicly announced this agreement during the first quarter of Fiscal 2025. The Compensation Committee also considered that the total direct compensation paid to our NEOs is lower than the total direct compensation paid to the executive officers in our peer group and the benefits of retaining our NEOs to enable us to pursue and meet our long-term objectives. Based on these factors and considerations, the Compensation Committee decided to increase the total potential payouts under the 2024 Short-Term Incentive Plan from 21.8% to 50% of the target bonus for our CEO, Robert Schwartz, and 60% of the target bonuses for each of our other two NEOs. The Compensation Committee conditioned payment of this higher payout percentage on our successful execution of a contract with the key customer our NEOs had been negotiating with at the end of Fiscal 2024 (the “Contract Contingency”). If the Contract Contingency is achieved, these higher target bonus payouts will be paid in Fiscal 2025. Subsequent to the Compensation Committee’s determination, the Company executed a spectrum lease agreement with this key customer and satisfied the Contract Contingency during the first quarter of Fiscal 2025.

  54. Short-Term Incentive Payout

    | 44 2024 PROXY STATEMENT | ANTERIX INC. |

  55. Short-Term Incentive Payout

    For Fiscal 2024, the cash payouts earned by our NEOs under the previously established terms of the 2024 Short-Term Incentive Plan are set forth below.

  56. Short-Term Incentive Payout

    | Executives | Earned Payout (% of Target) | Payout ($) | | Robert H. Schwartz President and Chief Executive Officer | 21.8 | 108,800 | | Christopher Guttman-McCabe Chief Regulatory and Communications Officer | 21.8 | 75,072 | | Ryan L. Gerbrandt Chief Operating Officer | 21.8 | 49,613 |

  57. Short-Term Incentive Payout

    Subject to satisfying the Contract Contingency, the Compensation Committee has authorized the additional bonus payouts specified below to our NEOs in Fiscal 2025.

  58. Short-Term Incentive Payout

    | Executives | Additional Payout (% of Target) | Additional Payout ($) | | Robert H. Schwartz President and Chief Executive Officer | 28.2 | 141,200 | | Christopher Guttman-McCabe Chief Regulatory and Communications Officer | 38.2 | 131,928 | | Ryan L. Gerbrandt Chief Operating Officer | 38.2 | 87,187 |

  59. Long-Term Incentive ("LTI") Equity Compensation

    Long-Term Incentive ("LTI") 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 market-based compensation, based upon its consideration of peer group benchmarking information, survey data provided by our independent compensation consultant, and other relevant market factors. Our equity incentive plan authorizes our Compensation Committee to issue time-based and performance-based equity awards. For Fiscal 2024, our Compensation Committee decided to issue time-based RSUs, time-based stock options and PSUs to align the interests of executives with our stockholders, better align compensation with performance, promote retention, and reinforce an ownership culture and a commitment to the company. Our Compensation Committee believes granting time-based 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. Our Compensation Committee believes time-based stock options are inherently performance-oriented and reflect strong alignment between the interests of our senior-most executives and the interests of our stockholders. Executives with time-based stock options will only realize value on such awards if the share price of our common stock appreciates over the grant date exercise price of such stock options, with greater value resulting as the fair market value of our common stock increases.

  60. CEO Awards

    CEO Awards On March 8, 2024, Mr. Schwartz was granted an LTI award consisting of (1) time-based stock options to purchase 127,189 shares of common stock (with 33.3% vesting on May 22, 2025, and the remaining options vesting in two equal annual installments thereafter, subject to Mr. Schwartz's continued service with the Company through such date) and

  61. CEO Awards

    (2) 21,528 RSUs (with 33.3% vesting on May 22, 2025, and the remaining shares vesting in two equal annual installments, subject to Mr. Schwartz's continued services with the company through such date). The stock options comprise 75% of the grant date value of Mr. Schwartz's LTI award, while the RSUs comprise 25% of the grant date value of Mr. Schwartz's LTI award. In making the determination to grant time-based stock options and RSUs to Mr. Schwartz for Fiscal 2024, the Compensation Committee considered the totality of Mr. Schwartz’s equity holdings, including his outstanding equity awards, the types of outstanding awards, the vesting criteria for the awards (performance vs. time-based), and the number of shares that were vested or could vest in the future based on the achievement of the vesting conditions. For example, prior to the March 8, 2024 LTI grant, Mr. Schwartz's most recent stock option award was granted in December 2022, and the most recent full value award was of RSUs granted on August 23, 2021. In determining Mr. Schwartz’s Fiscal 2024 LTI awards, the Compensation Committee took a holistic multi-year view of Mr. Schwartz’s compensation and outstanding equity awards and determined that for incentive purposes, it was appropriate to grant Mr. Schwartz a mix of time-based RSUs and stock options, weighted towards stock options, which strongly align his interests with those of the long-term interests of our stockholders. These awards also provide a retention incentive for Mr. Schwartz through May 22, 2027, as he must maintain his continuous service to the Company through such date in order to fully vest in the granted stock options and RSUs. The Compensation Committee recognizes the importance of pay-for-performance, and it is evaluating the use and grant of performance-based equity awards to our executive officers for future years. The stock option and RSU awards granted in Fiscal 2024 to Mr. Schwartz were as follows:

  62. CEO Awards

    | Executive Officer | Number of Stock Options (#) (1) | Number of RSUs (#) (2) | | Robert H. Schwartz | 127,189 | 21,528 |

  63. CEO Awards

    (1)Stock options vest in three equal annual installments, beginning on May 22, 2025, subject to the executive’s continued service to the Company through each applicable vesting date. (2)RSUs vest in three equal annual installments, beginning on May 22, 2025, subject to the executive’s continued service to the Company through each applicable vesting date.

  64. Other NEOs

    Other NEOs On July 12, 2023, the Compensation Committee granted Mr. Guttman-McCabe and Mr. Gerbrandt each an LTI award consisting of (1) a PSU award for 30,262 shares of common stock and (2) a time-based RSU award for 10,087 shares of common stock. The PSU awards have performance and time-based vesting requirements. The actual number of shares eligible for vesting under the PSU award is based on our actual Contract Proceeds recorded during a one-year performance period measured from July 12, 2023 to July 12, 2024. Under the PSU Awards, 22,697 shares are eligible for vesting if we achieve 75% of the Contract Proceeds target during the performance period, 30,262 shares are eligible for vesting if we achieve 100% of the Contract Proceeds target during the performance period and up to 45,393 shares are eligible for vesting if we achieve 150% of the Contract Proceeds target during the performance period. No shares are eligible for vesting unless our Contract Proceeds are at least 75% of the performance target set by the Compensation Committee. Any shares eligible for vesting under the PSU Awards based on our Contract Proceeds vest over a three-year period in three equal annual installments, based on each executive’s continued service with the Company through each vesting date, with 33.3% vesting on each of July 12, 2024, July 12, 2025, and July 12, 2026. The time-based RSUs vest over a three-year period in three equal annual installments, with 33.3% of the shares vesting on each of July 12, 2024, July 12, 2025, and July 12, 2026, based on each executive’s continued service with the Company through each vesting date. To retain and properly incentivize these two NEOs, the Compensation Committee granted stock options to purchase 60,000 shares of common stock to each of Mr. Guttman-McCabe and Mr. Gerbrandt in February 2024. The stock options vest in three tranches, with 8,000 of the option shares vesting on May 22, 2024, the next 32,000 option shares vesting on May 22, 2025, and the remaining 20,000 option shares vesting on May 22, 2026, in each case, based on their continued services to the Company through the applicable vesting date. The Compensation Committee granted

  65. Other NEOs

    these stock options after determining that these NEOs did not have sufficient equity award ownership to appropriately retain and incentivize them. Mr. Guttman-McCabe is our Chief Regulatory and Communications Officer. He was instrumental in our regulatory efforts to obtain FCC approval to convert our nationwide 900 MHz narrowband spectrum holdings to 900 MHz broadband spectrum. As a result, he has valuable experience and expertise to lead our government relations and communications efforts in support of our vision of 900 MHz private broadband for the utility, critical infrastructure, and enterprise sectors. Mr. Gerbrandt is our Chief Operating Officer and has extensive experience commercializing products and services for our target utility, critical infrastructure and enterprise customers. The Compensation Committee also evaluated the total compensation paid to Mr. Guttman-McCabe and Mr. Gerbrandt historically and during Fiscal 2024. It also reviewed their existing equity holdings in the Company, including the total number of shares issuable under their existing equity awards, the types of outstanding equity awards, the vesting criteria for the awards (performance vs. time-based), and the amount of shares these executives had vested in or could vest in the future based on satisfying the vesting criteria. Based on this evaluation, the Compensation Committee determined that it was in our best interest and the interests of our stockholders to grant these stock option awards to Mr. Guttman-McCabe and Mr. Gerbrandt to provide an additional incentive for these executives to maintain their services to the Company and to further incentivize them to build long-term stockholder value by achieving our business objectives. The Compensation Committee designed the stock option awards to cliff vest in installments through May 22, 2026, requiring these NEOs to maintain their continuous service to the Company through this date in order to fully vest in the stock options. Also, the Compensation Committee selected stock options as an incentive tool to align their interests with the interests of our stockholders, as these NEOs will only realize value on such awards if the share price of our common stock appreciates over the grant date exercise price of such stock options. The Compensation Committee considers these additional stock option awards as special awards, and they are not part of our normal executive officer compensation program. With the retention and incentives provided by these stock options, the Compensation Committee does not foresee making similar special grants outside our executive officer compensation program to these NEOs in the future absent extraordinary circumstances. The stock option, PSU and RSU awards granted in Fiscal 2024 to Mr. Guttman-McCabe and Mr. Gerbrandt were as follows:

  66. Other NEOs

    | Executive Officer | Number of Stock Options (#) (1) | Number of RSUs (#) (2) | Number of PSUs (#) (3) | | Christopher Guttman-McCabe | 60,000 | 10,087 | 30,262 | | Ryan L. Gerbrandt | 60,000 | 10,087 | 30,262 |

  67. Other NEOs

    (1)Stock options vest in three installments of 8,000 option shares, 32,000 option shares and 20,000 option shares on May 22, 2024, May 22, 2025, and May 22, 2026, respectively. (2)RSUs vest in equal annual installments over three years, beginning on July 12, 2024, subject to the executive’s continued service to the Company through each applicable vesting date. (3)Subject to the achievement of threshold performance goals, all or a portion of the PSUs will vest in equal annual installments over three years, beginning on July 12, 2024, subject to the executive’s continued service to the Company through each applicable vesting date. As an additional retention tool, on March 27, 2024, the Compensation Committee determined that it was in the best interests of the Company and its stockholders to approve the grant of a stock option award to Mr. Guttman-McCabe for 85,000 shares of common stock (the "Retention Option"), which will cliff vest on March 27, 2027, subject to his continued service with the Company through such date. In making this award, the Compensation Committee considered the importance of retaining Mr. Guttman-McCabe due to his unique experience and expertise and his role in helping the Company achieve its regulatory and communication plans and objectives. To achieve its retention objectives, the Compensation Committee set a three-year cliff vesting schedule for this award, such that Mr. Guttman-McCabe does not vest in these shares unless he maintains his continuous service to the Company through March 27, 2027. The grant of the Retention Option is contingent upon, and will not be effective until, stockholder approval of an increase in the number of shares of common stock available to grant under our 2023 Stock Plan, as proposed in Proposal 3 of this Proxy Statement. Because the grant of the Retention Option is contingent on

  68. 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 in 2022, the “Severance Plan”) and assigned the Compensation Committee as the administrator of the Severance Plan. The Severance Plan, updated on August 9, 2022, 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.

  69. Severance and Change in Control Protection

    | 48 2024 PROXY STATEMENT | ANTERIX INC. |

  70. 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 2024 and Fiscal 2023. The compensation described in this table does not include medical, group life insurance, or other benefits generally available to all our salaried employees.

  71. 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 | 2024 | 500,000 | — | 775,008 | 2,325,015 | 108,800 | 9,900(3) | 3,718,723 | | | 2023 | 501,923 | — | — | 4,000,013 | 220,000 | 9,150(3) | 4,731,086 | | Christopher Guttman-McCabe Chief Regulatory and Communications Officer | 2024 | 450,577 | — | 1,249,087(4) | 1,116,600(5) | 75,072 | 9,900(3) | 2,901,236 | | | 2023 | 426,634 | — | 625,030 | 625,020 | 139,234 | 9,150(3) | 1,825,068 | | Ryan L. Gerbrandt Chief Operating Officer | 2024 | 371,923 | — | 1,249,087(4) | 1,116,600 | 49,613 | 9,900(3) | 2,797,123 | | | 2023 | 345,096 | — | 625,030 | 625,020 | 91,731 | 9,150(3) | 1,696,027 |

  72. Summary Compensation Table

    (1)These 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 11 - Stock Compensation of our notes to the consolidated financial statements in our Annual Report on Form 10-K for the year ended March 31, 2024, filed with the SEC on June 26, 2024. 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)These 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. The Compensation Committee approved an adjustment in the total STI payout percentage under the 2024 Short-Term Incentive Plan, from 21.76% of target to 50% of target for the CEO and from 21.76% of target to 60% of target for each of the other two NEOs, which is contingent upon the execution of a key customer contract, and will be earned, if at all, in Fiscal 2025. (3)Represents matching contributions made by the Company in connection with our 401(k) Plan. (4)Inclusive of 30,262 PSUs. Vesting of the PSUs, which were valued at a target level of $937,500 on the date of grant (as reflected in this table), was conditioned upon the Company achieving a minimum value of new customer Contracted Proceeds during Fiscal 2024. Assuming the maximum performance level, the grant date fair value of the PSU awards would have been $1,406,250. (5)Excludes 85,000 Retention Options that were granted on March 27, 2024, which are contingent upon stockholder approval of an increase in the number of shares of common stock available to grant, as proposed in Proposal 3 of this Proxy Statement. The Retention Options will vest and become exercisable if the grantee is employed by the Company on March 27, 2027, unless exercisable sooner in accordance with the terms of the award agreement or any other applicable agreement, arrangement or policy of the Company.

  73. Summary Compensation Table

    | ANTERIX INC. | 2024 PROXY STATEMENT 51 |

  74. 2024 Grants of Plan-Based Awards

    2024 Grants of Plan-Based Awards The following table provides certain information regarding each plan-based award granted to our NEOs during Fiscal 2024. The non-equity incentive plan awards set forth below were made under our Short-Term Incentive Program. All stock options, RSU, and PSU awards set forth below were made under our 2023 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.”

  75. 2024 Grants of Plan-Based Awards

    | | | Estimated future payouts under non-equity incentive plan awards (1) | | | Estimated future payouts under equity incentive plan awards (2) | | | | | | | | Name | Grant Date | | | | | | | All Stock Awards: Shares or Units (#) (3) | All Other Option Awards: Securities Underlying Options (#) (3) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($) (4) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Robert H. Schwartz | 3/8/2024 | — | — | — | — | — | — | 21,528 | — | — | 775,008 | | | 3/8/2024 | — | — | — | — | — | — | — | 127,189 | 36.00 | 2,325,015 | | | N/A | — | 500,000 | 750,000 | — | — | — | — | — | — | — | | Christopher E. Guttman-McCabe | 7/12/2023 | — | — | — | — | — | — | 10,087 | — | — | 311,587 | | | 7/12/2023 | — | — | — | 22,696 | 30,262 | 45,392 | — | — | — | 937,500 | | | 2/28/2024 | — | — | — | — | — | — | — | 60,000 | 37.42 | 1,116,600 | | | N/A | — | 318,750 | 478,125 | — | — | — | — | — | — | — | | Ryan L. Gerbrandt | 7/12/2023 | — | — | — | — | — | — | 10,087 | — | — | 311,587 | | | 7/12/2023 | — | — | — | 22,696 | 30,262 | 45,392 | — | — | — | 937,500 | | | 2/28/2024 | — | — | — | — | — | — | — | 60,000 | 37.42 | 1,116,600 | | | N/A | — | 180,000 | 270,000 | — | — | — | — | — | — | — |

  76. 2024 Grants of Plan-Based Awards

    (1)The amounts set forth in these columns represent the threshold, target, and maximum potential payouts under the Company’s Short-Term Incentive Program. The future payouts assume achievement of certain pre-established corporate and individual performance goals approved and evaluated by the Compensation Committee. (2)The amounts set forth in these columns represent PSUs granted to the NEOs. The amounts represent the threshold, target, and maximum number of PSUs that may be earned pursuant to achieving a minimum value of new customer Contracted Proceeds during Fiscal 2024. (3)The amounts set forth in this column represent RSUs and Stock Options granted to the NEOs under the 2023 Stock Plan. (4)The amounts set forth in this column 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 Compensation of our notes to the consolidated financial statements in our Annual Report on Form 10-K for the year ended March 31, 2024, filed with the SEC on June 26, 2024. 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.

  77. 2024 Grants of Plan-Based Awards

    | 52 2024 PROXY STATEMENT | ANTERIX INC. |

  78. 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, 2024.

  79. 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 | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) (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) | 504,990 | | | | | | | | — | — | 45,000 (6) | 378,113 | | | | | | | | 25,000 (2) | 840,250 | — | — | | | | | | | | 21,528 (4) | 723,556 | — | — | | | 7,318 (3) | — | — | 46.85 | 8/28/2025 | | | | | | | 45,419 | 15,139 (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 | | | | | | | 50,000 | 50,000 (8) | — | 57.00 | 8/23/2031 | | | | | | | 30,612 | 91,837 (9) | — | 49.39 | 5/17/2032 | | | | | | | 19,275 | 57,827 (10) | — | 49.39 | 12/2/2032 | | | | | | | — | 127,189 (11) | — | 36.00 | 3/8/2034 | | | | | | Christopher E. Guttman-McCabe | | | | | | 7,643 (14) | 256,881 | — | — | | | | | | | | 10,870 (15) | 365,341 | — | — | | | | | | | | 9,492 (16) | 319,026 | — | — | | | | | | | | 10,087 (17) | 339,024 | — | — | | | | | | | | — | — | 22,696 (19) | 762,813 | | | 11,750 | — | — | 25.75 | 2/28/2027 | | | | | | | 8,000 | — | — | 32.50 | 2/6/2028 | | | | | | | 6,715 | — | — | 42.14 | 2/12/2029 | | | | | | | 46,875 | 15,625 (12) | — | 34.40 | 10/22/2030 | | | | | | | 6,377 | 19,134 (9) | — | 49.39 | 5/17/2032 | | | | | | | — | 60,000 (13) | — | 37.32 | 2/28/2034 | | | | | | Ryan L. Gerbrandt | | | | | | 13,044 (18) | 438,375 | — | — | | | | | | | | 9,492 (16) | 319,026 | — | — | | | | | | | | 10,087 (17) | 339,024 | — | — | | | | | | | | — | — | 22,696 (19) | 762,813 | | | 6,377 | 19,134 (9) | — | 49.39 | 5/17/2032 | | | | | | | — | 60,000 (13) | — | 37.42 | 2/28/2034 | | | | |

  80. Outstanding Equity Awards at Fiscal Year-End

    (1)The market value of these stock awards is determined by multiplying the number of shares underlying the stock awards by $33.61, the closing stock price of our common stock on March 31, 2024. (2)RSUs granted on August 23, 2021, which vest, subject to continued service, as follows: 25% on each of August 23, 2022, August 23, 2023, August 23, 2024, and August 23, 2025.

  81. Outstanding Equity Awards at Fiscal Year-End

    | ANTERIX INC. | 2024 PROXY STATEMENT 53 |

  82. Outstanding Equity Awards at Fiscal Year-End

    (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, the shares subject to the performance-based award vested 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 March 8, 2024, which vest, subject to continued service, as follows: 33.33% on each of May 22, 2025, May 22, 2026, and May 22, 2027. (5)RSUs granted on December 31, 2020, which 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, 2024, no RSUs had 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, which vest, subject to continued service, based on the achievement of a Total Stockholder Return (“TSR”) metric over a four-year measurement period 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 target level, which would result in 100% of the RSUs vesting. As of March 31, 2024, 11,250 RSUs had vested under this award. For a description of the acceleration of vesting provisions applicable to these RSUs, see the section of this Proxy Statement entitled “Potential Payments Upon Termination or Change in Control.” (7)Stock options granted on June 24, 2020, which 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, which 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, which 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 2, 2022, which vest, subject to continued service, as follows: 25% of each of December 2, 2023, December 2, 2024, December 2, 2025, and December 2, 2026. (11)Stock options granted on March 8, 2024, which vest, subject to continued service, as follows: 33.33% of each of May 22, 2025, May 22, 2026, and May 22, 2027. (12)Stock options granted on October 22, 2020, which vest, subject to continued service, as follows: 25% on each of November 15, 2021, November 15, 2022, November 15, 2023, and November 15, 2024. (13)Stock options granted on February 28, 2024, which vest, subject to continued service, as follows: 8,000 option shares on May 22, 2024, 32,000 options shares on May 22, 2025, and 20,000 option shares on May 22, 2026. (14)RSUs granted on October 22, 2020, which vest, subject to continued service, as follows: 25% on each of November 15, 2021, November 15, 2022, November 15, 2023, and November 15, 2024. (15)RSUs granted on May 5, 2021, which vest, subject to continued service, as follows: 25% on each of May 15, 2022, May 15, 2023, May 15, 2024, and May 15, 2025. (16)RSUs granted on May 17, 2022, which vest, subject to continued service, as follows: 25% on each of May 17, 2023, May 17, 2024, May 17, 2025, and May 17, 2026. (17)RSUs granted on July 12, 2023, which vest, subject to continued service, as follows: 33.33% on each of July 12, 2024, July 12, 2025, and July 12, 2026. (18)RSUs granted on May 5, 2021, which vest, subject to continued service, as follows: 25% on each of May 5, 2022, May 5, 2023, May 5, 2024, and May 5, 2025. (19)Performance-based stock award issued on July 12, 2023, which vest, subject to continued service, as follows: 33.33% on each of July 12, 2024, July 12, 2025, and July 12, 2026. Upon the achievement of “target” performance goals by July 12, 2024, with no vesting occurring if the threshold is not achieved, 22,696 PSUs vesting if the threshold metric is achieved, 30,262 PSUs vesting if the target metric is achieved and 45,392 PSUs vesting if the maximum metric is achieved. Both the number of shares subject to the PSUs and the corresponding value of such shares set forth in the table above reflect vesting at the target level. As of March 31, 2024, no PSUs had become vested under this award.

  83. Outstanding Equity Awards at Fiscal Year-End

    | 54 2024 PROXY STATEMENT | ANTERIX INC. |

  84. Fiscal 2024 Option Exercises and Stock Vested

    Fiscal 2024 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 2024.

  85. Fiscal 2024 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 | 550,718 | | Christopher E. Guttman-McCabe | — | — | 16,241 | 512,671 | | Ryan L. Gerbrandt | — | — | 14,888 | 497,766 |

  86. Fiscal 2024 Option Exercises and Stock Vested

    (1)Number of shares acquired on exercise represent options that were exercised in Fiscal 2024. (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 2024. (4)Amounts are calculated by multiplying the number of shares vested by either (a) the closing stock price of our common stock on the date of vesting or (b) the closing stock price of our common stock the next day the stock market was open.

  87. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The following table reflects the potential payments and benefits to which our NEOs would be entitled under the arrangements described above, assuming that both a Change in Control (if applicable) and an Involuntary Termination of employment occurred on March 31, 2024 (the last day of Fiscal 2024).

  88. Potential Payments Upon Termination or Change in Control

    | | | Acceleration on Vesting (1) | | | | | | | Name | | Stock Options ($) | RSUs & PSUs ($) | Base Salary ($) (2) | Health Benefits ($) (3) | Other ($) (4) | Total ($) | | | Robert H. Schwartz | | | | | | | | | Severance absent a change of control | 90,167 | 1,892,624 | 1,000,000 | 49,405 | 1,025,000 | 4,057,196 | | | Severance in connection with a change of control | 270,500 | 2,951,865 | 1,000,000 | 49,405 | 1,025,000 | 5,296,770 | | | Christopher E. Guttman-McCabe | | | | | | | | | Severance absent a change of control | — | 510,608 | 920,000 | 49,405 | 715,000 | 2,195,013 | | | Severance in connection with a change of control | — | 2,297,378 | 920,000 | 49,405 | 715,000 | 3,981,783 | | | Ryan L. Gerbrandt | | | | | | | | | Severance absent a change of control | — | 383,158 | 760,000 | 49,405 | 481,000 | 1,673,563 | | | Severance in connection with a change of control | — | 2,113,565 | 760,000 | 49,405 | 481,000 | 3,403,970 |

  89. Potential Payments Upon Termination or Change in Control

    (1)Represents value of immediate vesting of unvested stock options and stock awards in accordance with the Severance Plan and applicable award agreements as described above. The market value of the stock awards and stock options is determined by (i) multiplying the number of shares underlying the stock award or stock option that are subject to acceleration upon the termination or Change in Control (as applicable) by $33.61, (ii) the closing stock price of our common stock on March 31, 2024, and (iii) with respect to stock options, reducing such amount by the exercise price applicable to such accelerated shares. (2)Represents two (2) times annual base salary.

  90. Potential Payments Upon Termination or Change in Control

    | 58 2024 PROXY STATEMENT | ANTERIX INC. |

  91. Potential Payments Upon Termination or Change in Control

    (3)Reflects sum of the cost of continued health benefits for a total of 18 months (based on the cost for such benefits for Fiscal 2024). (4)Represents sum of: (i) two times targeted annual cash bonus; (ii) a pro-rated target bonus for the fiscal year in which the termination occurs; and (iii) estimated outplacement support fees of $25,000. Because it is assumed for purposes of the above table that the termination would occur on the last day of Fiscal 2024, the target annual cash bonus amount for Fiscal 2024 is included.

  92. CEO Pay Ratio

    CEO Pay Ratio Under the SEC’s rules, we are required to identify our median employee once every three years and to calculate the annual total compensation for that employee each year, referred to as “pay-ratio” disclosure, as long as, during Fiscal 2024, 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 2024 based on our employee population as of March 31, 2024, as described below. We believe the pay ratio reported below is a reasonable estimate calculated consistent with SEC rules based on our internal records and the methodology described below. 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. Thus, 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, 2024 (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 2024 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 2024. We calculated the annual total compensation for Fiscal 2024 for such employees using the same methodology we used for our NEOs as set forth in the Summary Compensation Table above. For Fiscal 2024, the annual total compensation for Mr. Schwartz and our median employee was $3.7 million and $0.2 million, respectively. Accordingly, the resulting ratio of the two amounts is approximately 16:1.

  93. CEO Pay Ratio

    | ANTERIX INC. | 2024 PROXY STATEMENT 59 |

  94. 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” ("CAP") and certain company performance measures for each of the years ended March 31, 2024, 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.

  95. 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) | | 2024 | 3,718,723 | 3,230,422 | 2,849,180 | 2,735,156 | 71.27 | (9,128) | | 2023 | 4,731,086 | (7,225,387) | 2,129,118 | 278,452 | 70.06 | (16,317) | | 2022 | 6,540,623 | 9,237,637 | 2,075,501 | 2,922,657 | 122.77 | (37,519) |

  96. 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)CAP to our PEO for each year shown reflects the respective amounts from the Summary Compensation Table ("SCT"), 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:

  97. Pay Versus Performance

    | Year | 2022 | 2023 | 2024 | | PEO | R. Schwartz | R. Schwartz | R. Schwartz | | SCT Total Compensation ($) | 6,540,623 | 4,731,086 | 3,718,723 | | Less: Stock award values reported in SCT for the Covered Year ($) | (5,700,000) | (4,000,013) | (3,100,023) | | Plus: Year End Fair Value for Stock Awards Granted in the Covered Year ($) | 5,761,500 | 2,615,265 | 2,849,656 | | Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($) | 2,476,070 | (9,672,949) | 150,162 | | Change in Fair Value of Stock and Option Awards from Prior Years that Vested in the Covered Year ($) | 159,444 | (898,776) | (388,097) | | Less: Fair Value of Stock and Option Awards Forfeited during the Covered Year | — | — | — | | Compensation Actually Paid ($) | 9,237,637 | (7,225,387) | 3,230,422 |

  98. 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 in the “Summary Compensation Table,” disclosed above, for our non-PEO NEOs, The non-PEO NEOs in Fiscal 2022 and 2023 were Morgan E. O'Brien and Christopher Guttman-McCabe. The non-PEO NEOs in Fiscal 2024 were Christopher Guttman-McCabe and Ryan Gerbrandt. (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:

  99. Pay Versus Performance

    | 60 2024 PROXY STATEMENT | ANTERIX INC. |

  100. Pay Versus Performance

    | Year | 2022 | 2023 | 2024 | | Non-PEO NEOs | See Footnote 3 above | See Footnote 3 above | See Footnote 3 above | | SCT Total Compensation ($) | 2,075,501 | 2,129,118 | 2,849,180 | | Less: Stock award values reported in SCT for the Covered Year ($) | (1,519,915) | (1,625,032) | (2,365,687) | | Plus: Year End Fair Value for Stock Awards Granted in the Covered Year ($) | 1,539,821 | 1,413,935 | 2,336,222 | | Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($) | 393,960 | (1,168,996) | (14,037) | | Change in Fair Value of Stock and Option Awards from Prior Years that Vested in the Covered Year ($) | 433,290 | (470,573) | (70,522) | | Less: Fair Value of Stock and Option Awards Forfeited during the Covered Year | — | — | — | | Compensation Actually Paid ($) | 2,922,657 | 278,452 | 2,735,156 |

  101. 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, 2024, 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.