Document

DEF 14A 1 atexfy2023proxy.htm DEF 14A Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:


☐			Preliminary Proxy Statement
☐			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒			Definitive Proxy Statement
☐			Definitive Additional Materials
☐			Soliciting Material under §240.14a-12

Anterix Inc.

(Name of Registrant as Specified In Its Charter)

Not Applicable

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

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☐			Fee paid previously with preliminary materials
☐			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

3 Garret Mountain Plaza, Suite 401

Woodland Park NJ 07424

July 14, 2023

Our mission of becoming the de facto wireless broadband solution for the utility sector drives our efforts at Anterix and is well underway. That mission fuels our strategic activity and powers our measurable accomplishments. The launch of our Utility Strategic Advisory Board, the incredible growth of our Anterix Active Ecosystem, the filing of multiple federal Infrastructure Fund applications, the initial deployment of 900 MHz utility networks, and the closing of additional utility contracts all demonstrate that we are moving the industry forward toward our mission.

Guided by senior industry leaders on the Utility Strategic Advisory Board, Anterix is helping utilities derive enhanced value from their 900 MHz private LTE networks by identifying needs and supporting the creation of utility solutions with our ecosystem partners. Our Active Ecosystem program (now over 100 members) and integrated platform focus on real-life utility challenges, including CatalyX, the platform’s first commercial solution designed to accelerate utility industry adoption of 900 MHz private LTE.

Utility interest in using infrastructure funds to support private wireless networks is growing as well. Language in the legislation identified communications as a key component of a modernized electric grid, and utilities recognized the opportunity to pursue federal funds to support the deployment of these networks.

In Fall 2022, the industry made substantial progress toward deployment of 900 MHz networks as both Ameren and Evergy moved from planning to implementation. This is an important milestone: 900 MHz private LTE networks are being built and will support valuable and essential grid applications this year.

In October 2022, the move to obtain the benefits of 900 MHz private LTE for utilities and their customers continued. Xcel Energy became the fourth and largest utility to join the 900 MHz community, leasing Anterix spectrum throughout their service territory in eight western and midwestern states. Xcel Energy plans to use the spectrum to deploy a private LTE network to support its grid modernization initiatives for the benefit of its 3.7 million electricity customers and 2.1 million natural gas customers.

Fiscal Year 2024 is already off to a great start. In April, the Lower Colorado River Authority—which provides wholesale electric, transmission, and water service across Central and South Texas— also joined the 900 MHz private LTE movement. With this additional agreement, we now have utilities committed to deploying 900 MHz private broadband networks in 14 states nationwide.

The Anterix team—including our employees, Board, and partners—remains focused, committed, and capable in our continuing efforts to help the utility industry successfully navigate the ongoing energy transition. We call this our “meaningful mission,” supporting the critical communications requirements of a modern grid, including decarbonization, resiliency, and cybersecurity. Fiscal 2023 was another year of accelerating momentum and significant success, setting the stage for an even better Fiscal 2024. We are deeply grateful to our hard-working team for bringing the industry this far and for the great work it will deliver in the coming year.

We are pleased to invite you to attend our 2023 Annual Meeting of Stockholders (the “2023 Annual Meeting”) on August 8, 2023, at 9:30 am Eastern Daylight Time. We have adopted a virtual format for our 2023 Annual Meeting to provide a consistent experience to all stockholders regardless of location. You can attend, vote your shares, and submit your questions during the meeting via live audio webcast at www.virtualshareholdermeeting.com/atex2023.

The enclosed materials include a Notice of Meeting, Proxy Statement, proxy card, self-addressed pre-paid envelope, and Annual Report to Stockholders for the fiscal year ended March 31, 2023.

ANTERIX INC. 2023 PROXY STATEMENT 1

Regardless of whether you plan to attend the 2023 Annual Meeting, please authorize a proxy to vote your shares as soon as possible. You may authorize a proxy to vote your shares by mail, telephone, or internet. The enclosed proxy card materials provide details on authorizing a proxy to vote by these three methods.

Sincerely,



Morgan E. O'Brien
Executive Chairman



Robert H. Schwartz
President and Chief Executive Officer

On or about July 14, 2023, we began sending this Proxy Statement, the attached Notice of Annual Meeting of Stockholders, and the enclosed proxy card to all stockholders entitled to vote at the 2023 Annual Meeting. Although not part of this Proxy Statement, we are also sending, along with this Proxy Statement, our 2023 annual report on Form 10-K, which includes our financial statements for the fiscal year ended March 31, 2023.

ANTERIX INC. 2023 PROXY STATEMENT 2


TIME AND DATE August 8, 2023 9:30 a.m., Eastern Daylight Time						PLACE www.virtualshareholdermeeting.com/atex2023

ITEMS OF BUSINESS 1. Elect nine directors nominated by our Board of Directors to serve until the 2024 Annual Meeting of Stockholders 2. Advisory Vote to approve executive compensation 3. Approval of the Anterix Inc. 2023 Stock Plan 4. Ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2024 5. Other business properly brought at the meeting and any adjournments						RECORD DATE Stockholders of record at the close of business on June 12, 2023 (“Record Date”) are entitled to notice of, and to vote on, all matters at the Annual Meeting and any reconvened meeting following any adjournments or postponements thereof.

All stockholders are invited to attend the 2023 Annual Meeting. Whether or not you expect to attend the 2023 Annual Meeting, you are urged to read this Proxy Statement and vote or submit your proxy as soon as possible so that your shares can be voted at the 2023 Annual Meeting in accordance with your instructions. Telephone, mail, and internet voting are available. Please refer to the instructions in this Proxy Statement and on your proxy card for specific voting instructions. If you hold your shares through an account with a broker, bank, trustee, or other nominee, please follow the instructions you receive from them to vote your shares. Please refer to the section “Additional Information” for detailed information on accessing the meeting, voting, and asking questions at the meeting.

By Order of the Board of Directors,

Gena L. Ashe

Chief Legal Officer and Corporate Secretary
Woodland Park NJ | July 14, 2023

Important notice regarding the availability of proxy materials for the 2023 Annual Meeting of Stockholders: This Proxy Statement for the 2023 Annual Meeting of Stockholders, our Annual Report to Stockholders on Form 10-K for the fiscal year ended March 31, 2023 (filed with the SEC on June 14, 2023) and the proxy card or voting instruction form are available on our investor website at investors.anterix.com.

ANTERIX INC. 2023 PROXY STATEMENT 3

Table of Contents


202 3 Proxy Statement Summary			5
Business H ighlights — Fiscal 2023			6
Corporate Governance			6
Director Nominees			8
Executive Compensatio n Highlights			9
General Information			10
Voting Instructions			10
Proxies			10
PROPOSAL 1			12
Election of Directors			12
Director Nominees			13
Board Diversity			19
Director Compensation			19
Corporate Governance Matters			21
Corporate Governance Guidelines and Code of Business Conduct			21
Board Independence			23
Board Committees			24
Board Mee tings and Structure			25
Stockholder Communication			26
Environmental, Social, and Governance Oversight			27
Human Ca pital Management			27
Executive Officers			30
PROPOSAL 2			32
Advisory Vote to Approve NEO Compensation			32
Executive C ompensation			33
Company Overview			33
Fiscal 2023 C ompensation Highlights			35
Compensation Philosophy			36
202 2 Say on Pay Vote and Stockholder Engagement			37
Compensation Governance and the Compensation-Setting Process			37
Compensation Elements			39
Summary Compensation Table			46
CEO Pay Ratio			53
Pay Versus Performance			54
Certain Relationships and Related Transactions			57
PROPOSAL 3			58
2023 Stock Plan			58
2023 Plan Overview			59
Plan Summary			61
PROPOSAL 4			67
Ratification of Appointment of Independent Registered Public Accounting Firm			67
STOCK OWNERSHIP			70
ADDITIONAL INFORMATION			72
OTHER MATTERS			74
Exhibit A Non-GAAP Financial Measures			A.1
Exhibit B Anterix Inc. 2023 Stock Plan			B.1

ANTERIX INC. 2023 PROXY STATEMENT 4

2023 Proxy Statement Summary

To assist you in reviewing the Proxy Statement, we call your attention to the following summary information about the 2023 Annual Meeting of Stockholders ("Annual Meeting"). For complete information, please carefully review the entire Proxy Statement and our Annual Report on Form 10-K (“Annual Report”) for the fiscal year ended March 31, 2023 (“Fiscal 2023”) before voting.

Annual Meeting of Stockholders

Date and Time

August 8, 2023

9:30 AM EDT

Virtual Meeting

www.virtualshareholdermeeting.com/atex2023

Record Date

June 12, 2023

If you need technical support to access the Annual Meeting, toll-free and international numbers are available on the website to assist you. Technical support will be available 15 minutes before the start time of the Annual Meeting and through the conclusion of the Annual Meeting.

Proposals and Voting Recommendations


Item	Board Recommendation	Page Reference (for more detail)
(1) Election of Directors	ü FOR each nominee	12
(2) Approval, on an advisory (non-binding) basis, of the compensation of our named executive officers	ü FOR	32
(3) Approval of the Anterix Inc. 2023 Stock Plan	ü FOR	58
(4) Ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2024	ü FOR	67

How to Cast Your Vote

You have four different methods to vote your proxy. Please see the enclosed proxy card or voting instruction form for additional details regarding each voting method.


By Internet	By Telephone	By Mail	At the Meeting

Vote 24/7 www.proxyvote.com by 11:59 pm ET, August 7, 2023	Dial toll-free 24/7 800-690-6903 by 11:59 pm ET, August 7, 2023	Vote, sign and send by pre-paid mail before the Annual Meeting	Vote at www.virtualshareholdermeeting.com/atex2023 during the Annual Meeting

ANTERIX INC. 2023 PROXY STATEMENT 5

Corporate Governance Highlights

Our corporate governance framework is a critical factor in our continued success. It helps us to enhance accountability, protect stockholder interests, promote ethical conduct, improve decision-making, enhance corporate performance, and maintain investor confidence.

Our corporate governance highlights are summarized below, followed by an in-depth description in the "Corporate Governance" section of this proxy statement. You can also access key governing documents such as our Code of Business Conduct and Ethics, Corporate Governance Guidelines, and charters of each committee of the Board of Directors at www.anterix.com in the “Investors” section.

As reflected below, our Board has adopted strong governance structures and practices to enhance our independent oversight, effectiveness, and accountability to stockholders.


■Board Oversight of Human Capital Management, Corporate Culture, And Ethics			STRONG GOVERNANCE PRACTICES
■Annual Election of Directors (No Classified Board)
■Annual Advisory Vote on Executive Compensation
■Stock Ownership Requirements For Directors And Executive Officers
■Anti-Hedging and Anti-Pledging Policies For Directors and Employees
■Enterprise Risk Management, including Information Security
■Stockholder Proxy Access
■Board Oversight of ESG
■Executive Succession Planning


BOARD COMPOSITION AND PROCESSES			■7 of 9 Nominees Independent
			■Separate Chairman and CEO
			■Lead Independent Director
			■Majority Voting for Director Elections
			■90+% Board and Committee Meeting Attendance
			■Regular Executive Sessions for Independent Directors
			■Director Orientation and Continuing Education
			■Independent Chair for All Committees
			■Annual Review of Board and Committee Qualifications
			■Annual Board Self-Evaluation

ANTERIX INC. 2023 PROXY STATEMENT 6

Board Tenure and Diversity

ANTERIX INC. 2023 PROXY STATEMENT 7

Director Nominees

Age

Director Since

NCGC

Independent

Other

Public

Co. Boards

Jeffrey A. Altman

2023

Leslie B. Daniels

2020

GAMCO Investors, Inc., Redwire Corporation

Gregory A. Haller

2018

Singleton B. McAllister*

2018

Alliant Energy Corp.; Chart Industries, Inc.; Securitas Infrastructure Services (Proxy Board)

Morgan E. O’Brien**

2012

Gregory A. Pratt

2020

Tredegar Corporation

Paul Saleh

2016

Robert H. Schwartz

2020

Mahvash Yazdi

2021

NorthWestern Energy


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

ANTERIX INC. 2023 PROXY STATEMENT 8

Director Skills

Executive Compensation Highlights

Our Compensation Committee regularly reviews best practices in governance and executive compensation. The following is a summary of the executive compensation practices utilized by the Compensation Committee to tie compensation to company performance and serve our stockholders’ long-term interests:


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

ANTERIX INC. 2023 PROXY STATEMENT 9

2023 Proxy Statement

Date and Time

August 8, 2023

9:30 AM EDT

Virtual Meeting

www.virtualshareholdermeeting.com/atex2023

Record Date

June 12, 2023

Voting Instructions

If you are a stockholder of record, you can vote in the following ways:

1.By Internet: by following the internet voting instructions included on the proxy card at any time until 11:59 p.m., Eastern Daylight Time, on August 7, 2023.

2.By Telephone: by following the telephone voting instructions included on the proxy card at any time until 11:59 p.m., Eastern Daylight Time, on August 7, 2023.

3.By Mail: by marking, dating, and signing your proxy card in accordance with the instructions on it and returning it by mail in the pre-addressed reply envelope provided with the proxy materials. The proxy card must be received before the Annual Meeting.

4.At the Annual Meeting: by attending the Annual Meeting at www.virtualshareholdermeeting.com/atex2023 using the 16-digit control number on your proxy card or on the instructions that accompanied your proxy materials to enter the Annual Meeting.

Even if you plan to attend the Annual Meeting, we encourage you to vote in advance by internet, telephone or mail so that your vote will be counted in the event you later are unable to participate in the Annual Meeting.

If your shares are held in street name, please follow the separate voting instructions you receive from your broker, bank, trustee, or other nominee. Shares held in street name may be voted at the Annual Meeting only if you obtain a legal proxy from the broker, trustee, or other nominee that holds your shares, giving you the right to vote the shares.

Proxies

All shares represented by a proxy will be voted at the Annual Meeting. When a stockholder specifies a choice with respect to any matter to be acted upon, the shares will be voted in accordance with the specification so made. If a stockholder does not indicate a choice on the proxy card, the shares will be voted in favor of the election of the nominees for director contained in this Proxy Statement, in favor of approving, on an advisory, non-binding basis, the compensation of our named executive officers, in favor of approving the Anterix Inc. 2023 Stock Plan, and in favor of ratifying Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2024. If any other business may properly come before the Annual Meeting, the proxies are authorized to vote at their discretion, provided that they will not vote in the election of directors for any nominee(s) from whom authority to vote has been withheld.

If a broker, bank, trustee, or other nominee exercising fiduciary powers holds your shares (typically referred to as being held in “street name”), you should receive a separate voting instruction form with this Proxy Statement. Your broker, bank, trustee, or nominee may vote your shares on Proposal 4 but will not be permitted to vote your shares for other proposals unless you provide instructions on how to vote your shares. Please note that if

ANTERIX INC. 2023 PROXY STATEMENT 10

your shares are held of record by a broker, bank, trustee, or nominee, and you wish to vote at the meeting, you will not be permitted to vote online at the Annual Meeting unless you first obtain a proxy issued in your name from the record holder.

Proxy Revocation Procedure

If you are a stockholder of record, you may revoke your proxy:

1.by written notice of revocation mailed to and received by the Chief Legal Officer and Corporate Secretary of the Company before the date of the Annual Meeting;

2.by voting again via the internet or by telephone at a later time before the closing of those voting facilities at 11:59 p.m. Eastern Daylight Time on August 7, 2023;

3.by executing and delivering to the Corporate Secretary a proxy dated as of a later date than a previously executed and delivered proxy (provided, however, that such action must be taken before 11:59 p.m. Eastern Daylight Time on August 7, 2023); or

4.by attending the Annual Meeting and voting during the meeting. Attendance at the Annual Meeting will not in and of itself revoke a proxy.

If your shares are held by a broker, bank, trustee, or nominee, you may change your vote by submitting new voting instructions to your broker, bank, trustee, or nominee; or, if you have obtained a legal proxy from your broker, bank, trustee, or nominee giving you the right to vote your shares, by attending and voting during the Annual Meeting.

Voting Results

We will announce preliminary voting results at the Annual Meeting. We will report the final results in a current report on Form 8-K filed with the SEC.

Important Notice Regarding the Availability of Proxy Materials for the 2023 Annual Meeting of Stockholders: This Notice of Annual Meeting of Stockholders and Proxy Statement for the 2023 Annual Meeting of Stockholders, our Annual Report to Stockholders on Form 10-K for the fiscal year ended March 31, 2023 (filed with the SEC June 14, 2023) and the proxy card or voting instruction form are available for viewing, printing and downloading at www.proxyvote.com. To view these materials, please have your 16-digit control number(s) available that appears on your proxy card.

ANTERIX INC. 2023 PROXY STATEMENT 11

ELECTION OF DIRECTORS

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

Vote Required and Board Recommendation

In an uncontested election, the directors are elected by a majority of the votes cast in person or by proxy at the Annual Meeting, assuming a quorum is present. This means that the number of shares voted “FOR” a nominee for election as a director must exceed the number of votes cast “AGAINST” that director nominee. If you hold your shares in street name and you do not instruct the broker, bank, trustee, or nominee on how to vote on this proposal, they will not have authority to vote your shares. Abstentions and broker non-votes will each be counted as present for purposes of determining the presence of a quorum but will not be voted for or against the election of any director nominee, and so will not have any effect on the outcome of this proposal.

We have also implemented a majority voting policy for director resignations, which applies if an incumbent director nominee receives less than a majority of votes cast in an uncontested election. If a director nominee fails to receive the required vote for reelection, our Nominating and Corporate Governance Committee (other than such director) will act on an expedited basis to determine whether to accept the director’s irrevocable, conditional resignation, and it will submit such recommendation for prompt consideration by the Board. The Nominating and Corporate Governance Committee and members of the Board (other than such director) may consider any factors they deem relevant in deciding whether to accept a director’s resignation. This policy does not apply in circumstances involving contested director elections.

All of our nominees have indicated their willingness to serve if elected. If any nominee should be unable or unwilling to stand for election, the shares represented by proxies may be voted for a substitute as the Board may designate, unless a contrary instruction is indicated in the proxy.

Unless otherwise instructed, the persons named in the proxy card intend to vote shares represented by properly executed proxy cards for the election of each of our director nominees.

THE BOARD RECOMMENDS A VOTE FOR EACH OF OUR DIRECTOR NOMINEES

ANTERIX INC. 2023 PROXY STATEMENT 12

Director Nominees

Our Board, based on the recommendation of our Nominating and Corporate Governance Committee, has nominated our nine existing directors for reelection—7 independent directors, the current Executive Chairman of our Board and former Chief Executive Officer ("CEO"), Morgan E. O'Brien, and our current President and CEO, Robert H. Schwartz. The Director nominees are proven leaders with a broad range of competencies, professional experience, and backgrounds. Our Board includes directors with historical institutional knowledge of the Company and the markets we serve, complemented by newer directors who bring a diversity of experience, perspectives, qualifications, and leadership to address the Company's issues. Over the past few years, our Board has made a concerted effort to recruit new directors to achieve the right blend between experience and continuity and new perspectives, including with respect to gender, racial, and ethnic diversity. All the nominees were elected at the 2022 Annual Meeting, with each director receiving at least 88% of the votes cast in favor of their election, except for Jeffrey A. Altman, who joined the Board in 2023.

In addition to the information set forth below regarding our director nominees and the skills that led our Board to conclude that these individuals should serve as directors, we believe that all of our director nominees have a reputation for integrity, honesty, and adherence to the highest ethical standards. We believe they each have demonstrated business acumen, an ability to exercise sound judgment, and a commitment to service to our Company and their Board duties.

Age

Director Since

NCGC

Independent

Other

Public

Co. Boards

Jeffrey A. Altman

2023

Leslie B. Daniels

2020

GAMCO Investors, Inc., Redwire Corporation

Gregory A. Haller

2018

Singleton B. McAllister*

2018

Alliant Energy Corp.; Chart Industries, Inc.; Securitas Infrastructure Services (Proxy Board)

Morgan E. O’Brien**

2012

Gregory A. Pratt

2020

Tredegar Corporation

Paul Saleh

2016

Robert H. Schwartz

2020

Mahvash Yazdi

2021

NorthWestern Energy


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

ANTERIX INC. 2023 PROXY STATEMENT 13

Director Biographies


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


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

ANTERIX INC. 2023 PROXY STATEMENT 14


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


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

ANTERIX INC. 2023 PROXY STATEMENT 15


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


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

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


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

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

Director Skills

The skills matrix below represents some of the key skills that our Board has identified as particularly valuable to the effective oversight of the Company and the execution of our strategy. This matrix highlights the depth and breadth of skill on the Board.

Experience, Expertise, or Attribute

Altman

Daniels

Haller

McAllister

O'Brien

Pratt

Saleh

Schwartz

Yazdi

CEO/President

Telecom

Regulatory

Early Stage/
Hyper-Growth

Utilities

Prior Public Board

Technology

M&A

Risk

SEC Form DEF 14A filed by Anterix Inc.