WIRELESS TELECOM GROUP, INC.
25 Eastmans Road
Parsippany, NJ 07054
(973) 386-9696
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
June 14, 2011
This
Proxy Statement and accompanying proxy card is furnished in connection with the
solicitation by the Board of Directors of Wireless Telecom Group, Inc., a New
Jersey corporation (the Company), of proxies in the enclosed form for the
Annual Meeting of Stockholders to be held at the Hilton Parsippany, One Hilton
Court, Parsippany, New Jersey 07054, on June 14, 2011, at 10:00 a.m., local
time, and for any adjournment or adjournments thereof, for the purposes set
forth in the foregoing Notice of Annual Meeting of Stockholders (the
Meeting). To obtain directions to be able to attend the meeting and vote in
person, contact Robert Censullo at (973) 386-9696. The persons named in the
enclosed proxy form will vote the shares of the Companys common stock, par
value $.01 per share (the Common Stock), for which they are appointed in
accordance with the directions of the stockholders appointing them. In the
absence of such directions, such shares will be voted FOR Proposal 1 set
forth herein and, in their best judgment, will be voted on any other matters as
may come before the Meeting. Any stockholder giving a proxy has the power to
revoke such proxy at any time before it is voted by (i) filing written notice
of such revocation with the Secretary of the Company, (ii) submission of a duly
executed proxy bearing a later date or (iii) voting in person at the Meeting.
Attendance at the Meeting will not in and of itself constitute a revocation of
a proxy. Any written notice revoking a proxy should be sent to: Robert
Censullo, Secretary, Wireless Telecom Group, Inc., 25 Eastmans Road,
Parsippany, New Jersey 07054. A return envelope, which requires no postage if
mailed in the United States, is enclosed herewith for your convenience.
The
principal executive offices of the Company are located at 25 Eastmans Road,
Parsippany, New Jersey 07054. The approximate date on which this Proxy
Statement and the accompanying form of proxy will first be mailed to the
Companys stockholders is May 6, 2011.
This
proxy statement, together with our annual report to shareholders and a form of
proxy card, is available on the Companys website at
www.wtcom.com
.
Shareholders may also obtain a copy of these materials by writing to Wireless
Telecom Group, Inc., Attention: Robert Censullo, Secretary.
The
Company will pay the cost of soliciting proxies. To date, the Company has paid
approximately $3,000 for proxy services and estimates the total cost of
solicitation not to exceed $15,000. In addition to solicitation by use of the
mails, proxies may be solicited from the Companys stockholders, by the
Companys directors, officers and employees in person or by telephone, telegram
or other means of communication. Such directors, officers and employees will
not be additionally compensated but may be reimbursed for reasonable
out-of-pocket expenses incurred in connection with such solicitation.
Arrangements will be made with brokerage houses, custodians, nominees and
fiduciaries for forwarding of proxy materials to beneficial owners of shares
held of record by such brokerage houses, custodians, nominees and fiduciaries
and for reimbursement of their reasonable expenses incurred in connection
therewith.
The
Company will only send one set of proxy materials to two or more stockholders
who share one address, unless we have received contrary instructions from one
or more of the stockholders at that address. This procedure is referred to as
Householding. Each stockholder subject to Householding will continue to
receive a separate proxy card or voting instruction card.
We
will promptly deliver, upon written or oral request, a separate copy of our
annual proxy materials to a stockholder at a shared address to which a single
copy was previously delivered. If you received a single set of proxy materials
for this year, but you would prefer to receive your own copy, you may direct
requests for separate copies to Robert Censullo, Secretary, Wireless Telecom
Group, Inc., 25 Eastmans Road, Parsippany, New Jersey 07054 or call us at (973)
386-9696. Likewise, if your household currently receives multiple copies of
proxy materials and you would like to receive one set, please contact us at the
address and telephone number provided.
OUTSTANDING SHARES AND VOTING RIGHTS
Only
holders of record of shares of the Companys Common Stock as of the close of
business on April 28, 2011 (the Record Date) are entitled to vote at the
Meeting. On the Record Date, there were 24,965,286 shares of Common Stock
outstanding and entitled to be voted at the Meeting. As of the Record Date,
there were 476 holders of record of the Companys Common Stock. Each
outstanding share of Common Stock as of the Record Date is entitled to one (1)
vote on all matters to be acted upon at the Meeting. A complete list of
stockholders of record entitled to vote at the Meeting will be available for
inspection by any stockholder for any purpose germane to the Meeting for 10
days prior to the Meeting during ordinary business hours at the Companys
headquarters located at 25 Eastmans Road, Parsippany, New Jersey 07054.
Most of the Companys stockholders hold their shares through a stock brokerage
account, bank or other nominee, rather than directly in their own name. There
are some distinctions between shares held as a holder of record and those
beneficially owned. If your shares of Common Stock are registered directly in
your name with the Companys transfer agent, American Stock Transfer &
Trust Company, you are considered, with respect to those shares, the holder of
record, and these proxy materials have been sent directly to you. As the holder
of record, you have the right to grant your voting proxy directly to the
persons named on the enclosed proxy card or to vote in person at the Meeting. A
proxy card is enclosed with this proxy statement for you to use. If your shares
of Common Stock are held in a stock brokerage account or by a bank or other
nominee, you are considered the beneficial owner of shares held in street
name, and these proxy materials are being forwarded to you by your broker or
nominee who is considered, with respect to those shares, the holder of record.
As the beneficial owner, you have the right to direct your broker or nominee
how to vote and are also invited to attend the Meeting. However, since you are
not the holder of record, you may not vote these shares in person at the
Meeting. Your broker or nominee has enclosed a voting instruction card with
this proxy statement for you to use in directing the broker or nominee how to
vote your shares. Shares of Common Stock held in street name may be voted in
person by you only if you obtain a signed proxy from the holder of record
giving you the right to vote the shares.
The
presence, in person or by properly executed proxy, at the Meeting of the
holders of shares entitled to cast a majority of the votes at the Meeting is
necessary to constitute a quorum in order to transact business at the Meeting.
If a quorum is present, the affirmative vote of a plurality of the votes cast
at the Meeting is required to elect each of the nominees named in this proxy
statement as a director of the Company. A plurality means that the nominees
who receive the highest number of votes cast FOR will be elected as
directors. All other matters submitted to a vote of stockholders require the
affirmative vote of a majority of the votes cast at the Meeting for approval.
In
the election of directors, you may vote FOR all of the nominees or your
vote may be WITHHELD with respect to
one or more of the nominees. You may vote FOR, AGAINST or ABSTAIN
for any other proposals. For purposes of determining the number of votes cast
with respect to a matter, only those votes cast FOR or AGAINST a proposal
are counted. Broker non-votes, if any are submitted by brokers or nominees in
connection with the Meeting, will not be counted as votes FOR or AGAINST
for purposes of determining the number of votes cast. Broker non-votes are
shares held by brokers or nominees as to which voting instructions have not
been received from the beneficial owners or the persons entitled to vote those
shares and the broker or nominee does not have discretionary voting power under
the applicable securities exchange rules. Shares as to which a stockholder or
broker withholds from voting or
as to which a
shareholder or broker abstains will be treated as shares that are present for
purposes of determining the presence of a quorum. Withhold votes, however, will
not be counted FOR the election of any nominees, and abstentions will not be
counted FOR or AGAINST a proposal. Withhold votes, abstentions and broker
non-votes will have no effect on the outcome of any proposal presented at the
Meeting. Proxy ballots are received and tabulated by the Companys transfer
agent and certified by the inspector of election.
PROPOSAL
1.
ELECTION OF DIRECTORS
General
The
Companys by-laws provide that the Companys board of directors shall consist
of up to nine members. The number of directors constituting the Companys board
of directors, as determined by the Companys board of directors, is currently
fixed at seven, and at present, there are seven directors serving on the
Companys board of directors. At the Meeting, the Companys shareholders will
be asked to vote for the election of seven nominees to serve on the Companys
board of directors until the next annual meeting of shareholders or until their
respective successors are elected and qualified.
If
a proxy is properly executed but does not contain voting instructions, it will
be voted FOR the election of each of the nominees named below as a director
of the Company. Proxies cannot be voted for a greater number of persons than
seven. Management has no reason to believe that any of the nominees named below
will not be a candidate or will be unable to serve as a director. However, in
the event that any of the nominees should become unable or unwilling to serve
as a director, the proxies may be voted for such substitute nominees as the
Companys board of directors may designate.
Director Nominees,
Current Directors and Executive Officers of the Company
Set
forth below are the names, ages and descriptions of the backgrounds, as of
April 28, 2011, of each of the director nominees, current directors and
executive officers of the Company.
|
|
|
|
|
Name
|
|
Age
|
|
Position
|
|
|
|
|
|
Adrian
Nemcek
(1)(2)(3)
|
|
64
|
|
Chairman of
the Board
|
Hazem
Ben-Gacem
(1)
|
|
40
|
|
Director
|
Henry L.
Bachman
(1)(2)(3)(4)
|
|
81
|
|
Director
|
Joseph
Garrity
(1)(3)(4)
|
|
55
|
|
Director
|
Paul Genova
(1)
|
|
55
|
|
Director and
Chief Executive Officer
|
Glenn Luk
(1)
|
|
32
|
|
Director
|
Rick Mace
(1)(2)(4)
|
|
56
|
|
Director
|
Robert
Censullo
|
|
43
|
|
Acting Chief
Financial Officer and Corporate Secretary
|
Joseph
Debold
|
|
56
|
|
Senior Vice
President of Global Sales and Marketing
|
|
|
|
(1)
|
Director
Nominee
|
(2)
|
Current
Member of Nominating and Governance Committee
|
(3)
|
Current
Member of Compensation Committee
|
(4)
|
Current
Member of Audit Committee
|
Adrian
Nemcek,
a director nominee, became a director of the
Company in July 2007. Mr. Nemcek was President
of the Motorola Networks business from September 2001 until his retirement in
March 2006, and has 36 years of experience in the wireless industry. Mr. Nemcek
expanded the scope of the Motorola Networks business to provide cellular radio
access, IP networks, telco wireline access, WiMAX wireless
access platforms, embedded
communications and computer platforms, as well as providing customers with a
services and applications management business focused in these areas. Prior to
heading the Networks business, from December 1998 to August 2000, he served as
Executive Vice President and led global sales and strategy functions for the
Motorola Cellular Networks business following five years in Europe leading the GSM
Systems business. Mr. Nemceks experience spans both the cellular and Private
Mobile Radio (PMR) markets. He has successfully led product development for
several generations of handheld and infrastructure communications products.
Adrians leadership spanned new technology development, supply chain, marketing
and worldwide business line management. He currently serves on the Illinois
Institute of Technology (IIT) Board of Trustees and the AirHop Communications,
Inc. Board of Directors. The Companys board of directors selected Mr. Nemcek
to serve as a director and its chairman because of his extensive experience as
an executive in the wireless industry.
Hazem
Ben-Gacem
, a director nominee, became a director of
the Company in July 2005. Mr. Ben-Gacem is a Managing Director at Investcorp
and a member of the firms Management Committee. Mr. Ben-Gacem is also a
founding partner and Co-Head of its technology private equity business since
its inception in 2001. Between 1994 and 2001, Mr. Ben-Gacem was a member of
Investcorps European Private Equity team, where he was responsible for the
origination and execution of new leveraged buyout investments in Europe,
including the buyouts of Leica Geosystems, Breguet, Ebel and Helly Hansen. Mr.
Ben-Gacem currently sits on the board of Dialogic Corp (Nasdaq listed), kgb
Inc., OpSec Security Group plc (LSE listed), TDX Holdings Limited. He has also
sat on the board of Acta Technologies Inc., Conduit Limited, Mania Technologie
AG (Frankfurt Stock Exchange listed), Objectstar International Limited, Sophos
plc, Spectel plc and Utimaco Safeware AG (Frankfurt Stock Exchange listed).
Prior to joining Investcorp, Mr. Ben-Gacem was a member of Credit Suisse First
Bostons Mergers & Acquisitions team in New York. Mr. Ben-Gacem is a
graduate of Harvard University where he received a B.A. in Economics with
honors. The Company believes that Mr.
Ben-Gacems significant experience on the boards of several companies, as well
as his experience in the technology industry, qualifies Mr. Ben-Gacem to serve
on the Companys board of directors.
Henry
L. Bachman
, a director nominee, became a director of
the Company in January 1999 and has a career of over 50 years in the
electronics industry. Mr. Bachman served as
Vice President of Hazeltine Corp, now BAE Systems Electronic Solutions from
1972 until his retirement in 1995. After retirement, he provided consulting
services to them on a part-time basis until July 2009. He joined Wheeler
Laboratories in 1951 and served as President from 1968 and until the company
merged with Hazeltine Corp in 1972. He currently serves as a consultant to The
Research Foundation of the State of New York. Mr. Bachman has a
Bachelors degree and Master of Science degree from Polytechnic Institute
of New York University (formally Brooklyn Polytechnic) and completed the Advanced
Management Program at Harvard Sloan School of Management. The
Companys board of directors selected Mr. Bachman to serve as a director
because of his history of serving the Company for over a decade, in addition to
his significant experience in the electronics industry.
Joseph
Garrity,
a director nominee, became a director of the Company in July 2007. Mr. Garrity served in
various capacities from 1991 to 2005 including; Executive Vice President, Chief
Financial Officer, Chief Operating Officer and Director of 4 Kids
Entertainment, a New York Stock Exchange Listed
company at the
time. For
more than six years prior to such time, Mr. Garrity was a Senior Audit Manager
for Deloitte & Touche LLP serving U.S. and multinational public companies. Mr. Garrity is chairman of the board of trustees of a private college, a
member of the Advisory Board of AGB Search, a higher education executive search
firm, and a member of the Central Harlem Initiative for Learning and
Development. Mr. Garrity has 24 years experience in executive financial
management and is a CPA and a member of the NYSSCPAs and the AICPA. Mr.
Garritys significant tenure as the chief financial officer of a public
company, as well as his financial background, qualifies him to serve on the
Companys board of directors and as a financial expert on the Companys audit
committee.
Paul
Genova
has served as the Companys Chief Executive
Officer and member of the board of directors since November 2009 and served as
the Companys CFO from September 2003 to September 2010. From March 2004 until
July 2005, Mr. Genova served as a director of the Company and from September
2005 to January 2006, Mr. Genova served as interim Chief Executive Officer of
the Company. From 1994 to February 2002, Mr. Genova served as Chief Financial
Officer of Wilson Logistics, Inc., a supply chain management and industrial
services provider. From 1985 to 1994, Mr. Genova worked with Deloitte &
Touche LLP as a Senior Audit Manager, working with various global manufacturing
companies. Mr. Genova is a CPA and has a Bachelor of Science degree in
Accounting from Manhattan College. The
Companys board of directors selected Mr. Genova to serve as a director of the
Company because of his history as the Companys President, as well as his
extensive business and financial background.
Glenn
Luk,
a director nominee, became a director of the
Company in May 2010. Mr. Luk is a Vice President at Investcorp Technology
Partners. Mr. Luk joined Investcorp in 2005. Prior to Investcorp, he was an
associate at Deutsche Bank where he focused on leveraged finance in New York.
Mr. Luk also spent three years in Hong Kong with Deutsche Bank AG, focusing on
mergers and acquisitions advisory in Greater China, Korea and Japan. Mr. Luk is
a board director of Kentrox Inc. and Zeta Interactive Corporation, an alternate
director for OpSec Security Group plc. Mr. Luk graduated with a dual degree
from the University of Pennsylvania, and holds a Bachelor of Science degree
from Wharton with concentrations in Finance and Information Systems and a
Bachelor of Science degree in Computer Science Engineering. The Company believes that Mr. Luks current
position as Vice President of Investcorps technology group, together with his
significant business background, qualifies Mr. Luk to serve on the Companys
board of directors.
Rick
Mace,
a director nominee, became a director of the
Company in July 2007. Mr. Mace is an
experienced CEO and COO within the telecommunications and networking markets,
with extensive experience with hardware/software and service business models.
He is currently the President and CEO of Packet Exchange Ltd., a London based
network provider. From April 2005 to October 2007, Mr. Mace has served as COO
of Tekelec, Inc., which produces network signaling systems within
telecommunications networks. He joined Tekelec as President and General Manager
in October 2004 as part of the acquisition by Tekelec of Steleus Group, Inc., a
communications software company for which he was CEO and Chairman of the Board
from May 2000 until the aforementioned acquisition in October 2004. Prior to
Steleus, Mr. Mace was President and CEO of PakNetX, Inc., which was acquired by
Aspect Communications. Prior to PakNetX, Mr. Mace was CEO of Network Programs, Inc.,
which was acquired by DSET Corporation. Mr. Mace also served as Worldwide Vice
President Marketing and Sales of Digital Equipment Corporations Service
Division, and COO of Bell Atlantic Network Integration, Inc. Mr. Maces
extensive experience in the telecommunications industry, together with his
significant experience serving as an officer or director of various technology
companies, qualifies Mr. Mace to serve on the board of directors of the
Company.
Robert
Censullo,
has served
as the Companys
Acting Chief Financial Officer since September 2010 and since November 2005 has
served, and continues to serve, as the Companys Corporate Controller and
Corporate Secretary. From April 1999 to October 2005, Mr. Censullo held various
financial positions within the Company, including accounting manager. Prior to
such time, Mr. Censullo worked for Interim Technology, a division of Interim
Services, Inc., as an accountant. Mr. Censullo has a Bachelor of Science degree
in Accounting from Saint Peters College.
Joseph
Debold,
has served as
the Companys Senior Vice President of Global Sales and Marketing since March
2011 and has served as the Companys Senior Vice President of Global Sales and
Marketing in a non-officer role since joining the Company in April 2010. From
2009 to 2010, Mr. Debold served as a Vice President of Sales and Business
Development at EXTOL International. In 2003, Mr. Debold founded, and served as
President, the consulting firm of Camelot, Inc. until his departure in 2009.
Previous to that, Mr. Debold served in various sales, marketing and operating
leadership roles at Relavis Corporation (part of Group Business Software AG),
Worldtalk (part of Axway) and Candle Corporation (now part of IBM). Mr. Debold
is a graduate of Fordham Universitys MBA School and Manhattan College.
There
are no family relationships among any of the director nominees, current
directors or executive officers of the Company.
Independence of
Directors
The
Companys board of directors has determined that all of the Companys
directors, except Mr. Ben-Gacem, Mr. Luk and Mr. Genova, are currently
independent in accordance with the applicable listing standards of the New
York Stock Exchange as currently in effect. Due to Messrs. Ben-Gacem and Luks
affiliation with Investcorp, which owns approximately 25.9% of the Companys
Common Stock and has a significant business relationship with the Company,
neither Mr. Ben-Gacem nor Mr. Luk are independent. Under applicable New York
Stock Exchange Rules, Mr. Genova is not considered independent because he
presently serves as the Companys Chief Executive Officer.
Meetings of the Board
of Directors
During
the year ended December 31, 2010, the Companys board of directors held eight
meetings. The board of directors has an Audit Committee, a Compensation
Committee and a Nominations and Governance Committee. During the year ended
December 31, 2010, the Audit Committee held four meetings, the Compensation
Committee held three meetings and the Nominations and Governance Committee held
one meeting. During the year ended December 31, 2010, no director attended
fewer than 75% of the aggregate of the total number of meetings of the
Companys board of directors (held during the period for which he was a
director) and the total number of meetings held by all committees of the
Companys board of directors on which he served (held during the period that he
served).
Directors
who are not employees of the Company are compensated for their services
according to a standard arrangement. Such directors are paid a quarterly
retainer based upon their level of involvement with related committees. Mr.
Ben-Gacems compensation is limited to cash reimbursement of actual and
necessary travel expenses as applicable for travel to physically attend the
appropriate meetings.
Corporate Governance
and Board Committees
The
Companys board of directors has adopted a Code of Business Conduct and Ethics
(the Code) that outlines the principles of legal and ethical business conduct
under which the Company does business. The Code, which is applicable to all
directors, employees and officers of the Company, is available at the Companys
website at www.wtcom.com. Any substantive amendment or waiver of the Code may
be made only by the Companys board of directors or a committee of the board of
directors, and will be promptly disclosed to the Companys shareholders on its
website. In addition, disclosure of any waiver of the Code will also be made by
the filing of a Current Report on Form 8-K with the SEC.
The
Company has three standing committees: the Audit Committee, the Compensation
Committee, and the Nominations and Governance Committee. The Companys board of
directors has also adopted a written charter for the Audit Committee,
Compensation Committee and Nominations and Governance Committees. Each charter
is available on the Companys website at www.wtcom.com.
The
Audit Committee serves at the pleasure of the Companys board of directors, and
is authorized to review proposals of the Companys auditors regarding annual
audits, recommend the engagement or discharge of the auditors, review
recommendations of such auditors concerning accounting principles and the
adequacy of internal controls and accounting procedures and practices, to
review the scope of the annual audit, to approve or disapprove each
professional service or type of service other than standard auditing services
to be provided by the auditors, and to review and discuss the audited financial
statements with the auditors.
Before
an independent public accounting firm is engaged by the Company to render audit
or non-audit services, the engagement is approved by the Audit Committee. Our
Audit Committee has the sole authority to approve the scope of the audit and
any audit-related services as well as all audit fees and terms. Our Audit
committee must pre-approve any audit and non-audit related services by our
independent registered public accounting firm. During our fiscal year ended
December 31, 2010, no services were provided to us by our independent
registered public accounting firm other than in accordance with the pre-approval
procedures described herein.
During
the year ended December 31, 2010, the members of the Audit Committee were
Messrs. Joseph Garrity, Henry L. Bachman and Rick Mace. Such directors are paid
an annual retainer of $5,000 and $2,000 when serving in the capacity of Audit
Committee chairperson and Audit Committee member, respectively. Mr. Ben-Gacem
has also attended the Companys audit committee meetings as an invited guest of
the Audit Committee. Mr. Ben-Gacem receives reimbursement for travel expenses
relating to committee activities in lieu of his fees.
The
Companys board of directors has determined that each member of the Audit
Committee currently meets the independence criteria set forth in the applicable
rules of the New York Stock Exchange and the SEC for audit committee
membership. The board of directors has also determined that all members of the
Audit Committee possess the level of financial literacy required by applicable
New York Stock Exchange and SEC rules. The Companys board of directors has
determined that Joseph Garrity is qualified as an audit committee financial
expert as defined by the SEC. For additional information about the Audit
Committee, see Report of the Audit Committee below.
The
Compensation Committee serves at the pleasure of the Companys board of
directors, and is authorized to establish salaries, incentives and other forms
of compensation for officers, directors and certain key employees and
consultants, administer the Companys various incentive compensation and
benefit plans and recommend policies relating to such plans. The members of the
Compensation Committee during the year ended December 31, 2010 were Messrs.
Bachman, Garrity and Nemcek. Mr Ben-Gacem has also attended the Companys
compensation committee meetings as an invited guest of the Compensation
Committee. Each of Messrs. Bachman, Garrity and Nemcek is currently independent
for purposes of the applicable New York Stock Exchange rules.
The
Nominations and Governance Committee serves at the pleasure of the Companys
board of directors. The Nominations and Governance Committee oversees the
process for performance evaluations of each of the committees of the board of
directors and is responsible for overseeing matters of corporate governance,
including the evaluation of the performance and practices of the Companys
board of directors. It is also within the charter of the Nominations and
Governance Committee to review the Companys management succession plans and
executive resources. In addition, the Nominations and Governance Committee
reviews possible candidates for the Companys board of directors and recommends
the nominees for directors to the board for approval. The members of the
Nominations and Governance Committee during the year ended December 31, 2010
were Messrs. Mace, Bachman and Nemcek. Mr. Ben-Gacem is welcomed to attend the
Companys nominations and governance committee meetings as an invited guest of
the Nominations and Governance Committee. Each of Messrs. Mace, Bachman and
Nemcek is currently independent for purposes of the applicable New York Stock
Exchange rules.
Director Nominations
The
Nominations and Governance Committee is responsible for, among other things,
the selection, or the recommendation to the Companys board of directors for
selection, of nominees for election as directors. The Companys board of
directors determines whether the Nominations and Governance Committee shall
make director nominations as a committee or make recommendations to the board
of directors with respect to director nominations. The Nominations and
Governance Committee does not currently have a policy whereby it will consider
recommendations from shareholders for its director nominees. The Nominations
and Governance Committee feels that it is not appropriate for the Company to
have such a policy at this time.
When
considering the nomination of directors for election at an annual meeting of
shareholders or, if applicable, a special meeting of shareholders, the
Nominations and Governance Committee reviews the needs of the Companys board
of directors for various skills, background and experience. When reviewing
potential nominees, the Nominations and Governance Committee considers the
perceived needs of the Companys board of directors, the candidates relevant
background, experience, skills and potential contributions to the Companys
board of directors.
There
are no specific minimum criteria for director nominees. However, the
Nominations and Governance Committees goal is to assemble a board of directors
comprised of directors possessing the highest personal and professional ethics,
integrity and values and who will be committed to representing the long-term
interests of the Companys shareholders. The Nominations and Governance
Committee also gives consideration to the diversity of the board members
experiences and backgrounds. Director candidates must have sufficient time available
in the judgment of the Nominations and Governance Committee to perform all
board of directors and committee responsibilities that will be expected of
them. Members of the Companys board of directors are expected to rigorously
prepare for, attend and participate in all meetings of the board of directors
and applicable committees. The Nominations and Governance Committee will
consider candidates for directors proposed by directors or management, and will
evaluate any such candidates against the criteria set forth above.
If
the Nominations and Governance Committee believes that the Companys board of
directors requires additional candidates for nomination, the Nominations and
Governance Committee may engage, as appropriate, a third party search firm to
assist in identifying qualified candidates. All incumbent directors and
nominees will be required to submit a completed directors and officers
questionnaire as part of the nominating process. The process may also include
interviews and additional background and reference checks for non-incumbent
nominees, at the discretion of the Nominations and Governance Committee.
Under
the terms of a shareholders agreement, dated July 1, 2005, for so long as
Investcorps beneficial ownership of Common Stock continuously equals or
exceeds 12.5% of the issued and outstanding shares of Common Stock, at each
annual or special meeting of the Companys stockholders at which directors are
to be elected, Investcorp will be entitled to designate to the Nominations and
Governance Committee two candidates for nomination for election to the
Companys board of directors. For so long as Investcorps beneficial ownership
of Common Stock is less than 12.5% but continuously equals or exceeds 5% of the
issued and outstanding shares of Common Stock, at each annual or special
meeting of the Companys stockholders at which directors are to be elected,
Investcorp will be entitled to designate to the Nominations and Governance
Committee one candidate for nomination for election to the Companys board of
directors. If at any time Investcorps beneficial ownership of Common stock
falls below 12.5% or 5% (as applicable) of the issued and outstanding shares of
Common Stock and Investcorp does not increase its beneficial ownership above
such thresholds (as applicable) prior to the end of a 20-day grace period,
Investcorps nomination rights corresponding to such beneficial ownership
threshold will expire at the end of the 20-day grace period.
Board Leadership Structure and Role
in Risk Oversight
The
Board of Directors oversees an enterprise-wide approach to risk management,
designed to support the achievement of organizational objectives, including
strategic objectives, to improve long-term organizational performance and
enhance shareholder value. Risk management includes not only understanding
company specific risks and the steps management implements to manage those
risks, but also what level is acceptable and appropriate for the Company. Management
is responsible for establishing our business strategy, identifying and
assessing the related risks and implementing the appropriate level of risk for
the Company. For example, the Board of Directors meets with management as least
quarterly to review, advise and direct management with respect to strategic
business risks, operational risks and financial risks, among others. The Board
also delegates oversight to Board committees to oversee selected elements of
risk.
The
Audit Committee oversees financial risk exposures, including monitoring the
integrity of the Companys financial statements, internal controls over
financial reporting, and the independence of the Companys Independent
Registered Public Accounting Firm. The Audit Committee receives periodic
internal controls and related assessments from the Companys finance
department. The Audit Committee also assists the Board of Directors in
fulfilling its oversight responsibility with respect to compliance matters and
meets at least quarterly with our finance department and Independent Registered
Public Accounting Firm to discuss risks related to our financial reporting
function. In addition, the Audit Committee ensures that the Companys business
is conducted with the highest standards of ethical conduct in compliance with
applicable laws and regulations by monitoring our Code of Business Conduct and
Ethics Policy and by directly monitoring the Companys whistleblower hotline.
The
Compensation Committee participates in the design of compensation structures
that create incentives that encourage a level of risk-taking behavior
consistent with the Companys business strategy as is further described in the
Compensation Discussion and Analysis section below. The Company believes its
compensation policies and practices for all employees do not create risks that
are reasonably likely to have a material adverse effect on the Company.
The
Nominating and Governance Committee oversees governance-related risks by
working with management to establish corporate governance guidelines applicable
to the Company, and making recommendations regarding director nominees, the
determination of director independence, Board leadership structure and
membership on Board committees.
The
Company separates the roles of Chief Executive Officer and Chairman of the
board of directors in recognition of the differences between the two roles.
Additionally, having an independent director such as Mr. Nemcek serve as the
chairman of the board is an important aspect of the Companys corporate
governance policies.
Four
of the seven members of the board of directors are independent within the
standards of the NYSE. Our board of directors receives periodic presentations
from our executive officers regarding our compliance with our corporate
governance practices. While our board of directors maintains oversight
responsibility, management is responsible for our day-to-day risk management
processes. Our board of directors believes this division of responsibility is
an effective approach for addressing the risks we face.
Communications by
Shareholders with Directors
The
Company encourages shareholder communications to the Companys board of
directors and/or individual directors. Shareholders who wish to communicate
with the Companys board of directors or an individual director should send
their communications to the care of Paul Genova, Chief Executive Officer,
Wireless Telecom Group, Inc., at 25 Eastmans Road, Parsippany, New Jersey
07054; Fax: (973) 386-9191. Communications regarding financial or accounting
policies should be sent to the attention of the Chairman of the Audit
Committee. All other communications should be sent to the attention of the
Chairman of the
Nominations
and Governance Committee. Mr. Paul Genova will maintain a log of such
communications and will transmit as soon as practicable such communications to
either the Chairman of the Audit Committee or the Chairman of the Nominations
and Governance Committee, as applicable, or to the identified individual
director(s), although communications that are abusive, in bad taste or that
present safety or security concerns may be handled differently, as determined
by Mr.Genova.
Director Attendance
at Annual Meetings
The
Company will make every effort to schedule its annual meeting of shareholders
at a time and date to accommodate attendance by directors taking into account
the directors schedules. All directors are encouraged to attend the Companys
annual meeting of shareholders. Seven directors attended the Companys 2010
annual meeting of shareholders. Six of the seven directors and nominees are
expected to attend the 2011 meeting.
Vote Required and Recommendation
of the Companys Board of Directors
The
terms of each of the Companys incumbent directors will expire on the date of
the upcoming annual meeting. Accordingly, seven persons are to be elected to
serve as members of the Companys board of directors at the annual meeting.
Managements nominees for election by the Companys shareholders to those seven
positions are Adrian Nemcek, Hazem Ben-Gacem, Henry L. Bachman, Joseph Garrity,
Glenn Luk, Rick Mace and Paul Genova. Please see Director Nominees, Current
Directors and Executive Officers of the Company above for information
concerning each of the nominees.
If
a quorum is present at the annual meeting, the seven nominees for directors
receiving the highest number of votes cast FOR will be elected as directors
of the Company, each to serve until the next annual meeting of the Companys
shareholders or until their respective successors are elected and qualified.
Withhold votes and broker non-votes will have no effect on the outcome of the
election of directors.
The
Companys board of directors unanimously recommends that you vote FOR the
election of each of the nominees named above to the Companys board of
directors.
Relationship with Independent
Public Accountants
PKF
LLP (PKF) has been the Companys independent auditors since October 19, 2006,
and the board of directors desires to continue to engage the services of this
firm for the fiscal year ending December 31, 2011. Accordingly, the board of
directors, upon the recommendation of the Audit Committee, has reappointed PKF
to audit the financial statements of the Company and its subsidiaries for the
fiscal year 2011 and to report on these financial statements.
Representatives
of PKF are expected to be present at the annual meeting and will have the
opportunity to make statements if they so desire and to respond to appropriate
questions from the Companys stockholders.
AUDIT COMMITTEE REPORT
The
Audit Committee is composed of independent directors, as defined in the listing
standards of the New York Stock Exchange, and operates under a written charter
adopted by the board of directors. The current members of the Companys Audit
Committee are Joseph Garrity, Henry L. Bachman and Rick Mace.
The
following is the report of the Audit Committee with respect to the Companys
audited financial statements for the fiscal year ended December 31, 2010. The
information contained in this report shall not be deemed to be soliciting
material or to be filed with the SEC, nor shall such information be
incorporated by reference into any future filing under the Securities Act of
1933, as amended, or the Exchange Act, except to the extent that the Company
specifically incorporates it by reference in such filing.
In
connection with the preparation and filing of the Companys Annual Report on
Form 10-K for the year ended December 31, 2010:
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(1)
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The Audit
Committee reviewed and discussed the audited financial statements with
management;
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(2)
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The Audit
Committee discussed with PKF, the Companys independent auditors, the matters
required to be discussed by Statement on Auditing Standards No. 114, Auditors
Communication with those charged with Governance as adopted by the PCAOB;
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(3)
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The Audit
Committee reviewed the written disclosures and the letter from PKF required
by applicable requirements of the Public Company Accounting Oversight Board
regarding the independent auditors communications with the Audit Committee
concerning independence, and discussed with the auditors any relationships
that may impact their objectivity and independence and satisfied itself as to
the auditors independence.
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Based
on the review and discussion referred to above, the Audit Committee recommended
to the Companys board of directors that the Companys audited financial
statements be included in the Companys Annual Report on Form 10-K for the
fiscal year ended December 31, 2010, to be filed with the SEC.
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April 29,
2011
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AUDIT
COMMITTEE
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Joseph
Garrity
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Henry L.
Bachman
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Rick Mace
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Fees Paid to Principal Accountants
Audit Fees
The
aggregate fees billed for professional services and paid for the annual audit
and for the review of the Companys financial statements included in the
Companys Annual Report on Form 10-K for each of the years ended December 31,
2010 and 2009 and the Companys Quarterly Reports Form 10-Q for each of the
quarters for the years ended December 31, 2010 and 2009 were
approximately $176,000 and $218,000, respectively.
Audit-Related Fees
The
aggregate fees billed for professional services and paid for the auditing of
the Companys 401K Plan were approximately $15,000 for each of the years ended
December 31, 2010 or 2009.
Tax Fees
The
aggregate tax fees billed for all respective services for the years ended
December 31, 2010 and 2009, were approximately $70,000 and $73,000,
respectively.
All Other Fees
There
were no fees billed for all other non-audit services for the years ended
December 2010 and 2009.
The
Audit Committee approved all of the non-audit services described above.
Additionally, the Audit Committee has reviewed the non-audit services provided
by the principal accountants and determined that the provision of these
services during fiscal years 2010 and 2009 are compatible with maintaining the
principal accountants independence.
Compensation Discussion and Analysis
Overview
The
goal of our named executive officer compensation program is the same as our
goal for operating the Companyto create long-term value for our shareholders.
Toward this goal, we have designed and implemented our compensation programs
for our named executives to reward them for sustained financial and operating
performance and leadership excellence, to align their interests with those of
our shareholders and to encourage them to remain with the Company for long and
productive careers. Most of our compensation elements simultaneously fulfill
one or more of our performance, alignment and retention objectives. These
elements consist of salary, commission and annual bonus, equity incentive
compensation, retirement and other benefits. In deciding on the type and amount
of compensation for each executive, we focus on both current pay and the
opportunity for future compensation. We combine the compensation elements for
each executive in a manner we believe optimizes the executives contribution to
the Company.
Compensation Objectives
Performance
.
Our four executives who are
identified in the Summary Compensation Table below (whom we refer to as our
named executives) had a combined total of 22 years with our Company, during
which they have held different positions and been in some cases promoted to
increasing levels of responsibility. Key elements of compensation that depend
upon the named executives performance include:
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a
discretionary cash bonus that is based on an assessment of his performance
against pre-determined quantitative and qualitative measures within the
context of the Companys overall performance; and
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equity incentive
compensation in the form of stock options, subject to vesting schedules that
depend on meeting specific performance objectives and require continued
service with the Company.
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Base
salary and bonus are designed to reward annual achievements and be commensurate
with the executives scope of responsibilities, demonstrated leadership
abilities, and management experience and effectiveness. Our other elements of
compensation focus on motivating and challenging the executive to achieve
superior, longer-term, sustained results.
Alignment.
We
seek to align the interests of the named executives with those of our investors
by evaluating executive performance on the basis of key financial measurements
which we believe closely correlate to long-term shareholder value, including
revenue, operating profit, earnings per share, operating margins, return on
total equity or total capital, cash flow from operating activities and total
shareholder return. Equity incentive compensation awards align the interests of
the named executives with shareholders because the vesting of these awards
relates to achieving specific performance objectives and the total value of
those awards corresponds to stock price appreciation.
Retention.
Our
senior executives have been presented with other professional opportunities,
including ones at potentially higher compensation levels. We attempt to retain
our executives by using continued service as a determinant of total pay opportunity,
with the extended vesting terms of stock option awards.
Implementing Our Objectives
Determining Compensation.
We rely upon our judgment in making compensation decisions, after reviewing the
performance of the Company and carefully evaluating an executives performance
during the year against predetermined established goals, relating to leadership
qualities, operational performance, business responsibilities, career with the
Company, current compensation arrangements and long-term potential to enhance
shareholder value. Specific factors affecting compensation decisions for the
named executives include:
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key
financial measurements such as revenue, operating profit, earnings per share,
operating margins, return on total equity or total capital, cash flow from
operating activities and total shareholder return;
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strategic
objectives such as acquisitions, dispositions or joint ventures,
technological innovation and globalization;
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promoting
commercial excellence by launching new or continuously improving products or
services, being a leading market player and attracting and retaining
customers;
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achieving
specific operational goals for the Company, including improved productivity,
simplification and risk management;
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achieving
excellence in their organizational structure and among their employees; and
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supporting
our values by promoting a culture of unyielding integrity through compliance
with law and our ethics policies, as well as commitment to community leadership
and diversity.
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We
generally do not adhere to rigid formulas or necessarily react to short-term
changes in business performance in determining the amount and mix of
compensation elements. We consider competitive market compensation paid by
other companies, but we do not attempt to maintain a certain target percentile
within a peer group or otherwise rely on those data to determine executive
compensation. We incorporate flexibility into our compensation programs and in
the assessment process to respond to and adjust for the evolving business
environment.
We
strive to achieve an appropriate mix between equity incentive awards and cash
payments in order to meet our objectives. Any apportionment goal is not applied
rigidly and does not control our compensation decisions; we use it as another
tool to assess an executives total pay opportunities and whether we have
provided the appropriate incentives to accomplish our compensation objectives.
Our mix of compensation elements is designed to reward recent results and
motivate long-term performance through a combination of cash and equity
incentive awards. We also seek to balance compensation elements that are based
on financial, operational and strategic metrics with others that are based on
the performance of our shares. We believe the most important indicator of
whether our compensation objectives are being met is our ability to motivate
our named executives to deliver superior performance and retain them to continue
their careers with us on a cost-effective basis.
No Employment and Severance
Agreements.
With the exception of the Employment Agreements and
Severance Agreements described in this report, our named executives do not have
any additional employment, severance or change-of-control agreements. Our named
executives serve at the will of the Board, which enables the Company to
terminate their employment with discretion as to the terms of any severance
arrangement. This is consistent with the Companys performance-based employment
and compensation philosophy. In addition, our policies on employment, severance
and retirement arrangements help retain our executives by subjecting to
forfeiture significant elements of compensation that they have accrued over
their careers at our company if they leave the Company prior to retirement.
Role of Compensation
Committee and CEO
.
The
Compensation Committee of our Board has primary responsibility for overseeing
the design, development and implementation of the compensation program for the
CEO and the other named executives. The Compensation Committee evaluates the
performance of the CEO and determines CEO compensation in light of the goals
and objectives of the compensation program. The CEO and the Compensation
Committee together assess the performance of the other named executives and
determine their compensation, based on initial recommendations from the CEO.
Our
CEO assists the Compensation Committee in reaching compensation decisions with
respect to the named executives other than the CEO. The other named executives
do not play a role in their own compensation determination, other than
discussing individual performance objectives with the CEO.
Role of Compensation
Consultants.
We have not used the services of any other compensation
consultant in matters affecting senior executive or director compensation. In
the future, either the Company or the Compensation Committee may engage or seek
the advice of other compensation consultants.
Equity Grant Practices.
The
exercise price of each stock option awarded to our senior executives under our
long-term incentive plan is the closing price of our stock on the date of
grant. Scheduling decisions are made without regard to anticipated earnings or
other major announcements by the Company. We prohibit the repricing of stock
options.
Tax Deductibility of
Compensation.
Section 162(m) of the Internal Revenue Code of 1986,
as amended, imposes a $1 million limit on the amount that a public company may
deduct for compensation paid to the Companys CEO or any of the Companys four
other most highly compensated executive officers who are employed as of the end
of the year. This limitation does not apply to compensation that meets the
requirements under Section 162(m) for qualifying performance-based
compensation (i.e., compensation paid only if the individuals performance
meets pre-established objective goals based on performance criteria approved by
shareholders). For 2010, the payments of annual bonuses were designed to
satisfy the requirements for deductible compensation.
Potential Impact on
Compensation from Executive Misconduct.
If the Board determines that
an executive officer has engaged in fraudulent or intentional misconduct, the
Board would take action to remedy the misconduct, prevent its recurrence, and
impose such discipline on the wrongdoers as would be
appropriate.
Discipline would vary depending on the facts and circumstances, and may
include, without limit, (1) termination of employment, (2) initiating
an action for breach of fiduciary duty, and (3) if the misconduct resulted
in a significant restatement of the Companys financial results, seeking
reimbursement of any portion of performance-based or incentive compensation
paid or awarded to the executive that is greater than would have been paid or
awarded if calculated based on the restated financial results. These remedies
would be in addition to, and not in lieu of, any actions imposed by law
enforcement agencies, regulators or other authorities.
Measures Used to Achieve Compensation
Objectives
Annual cash compensation
Base salary
.
Base salaries for our named executives depend on the scope of their
responsibilities, their performance, and the period over which they have
performed those responsibilities. Decisions regarding salary increases take
into account the executives current salary and the amounts paid to the
executives peers within and outside the Company. Base salaries are reviewed
approximately every 12 months, but are not automatically increased if the
Compensation Committee believes that other elements of compensation are more
appropriate in light of our stated objectives. This strategy is consistent with
the Companys primary intent of offering compensation that is contingent on the
achievement of performance objectives.
Bonus
.
Each quarter the CEO
reviews with the Compensation Committee the Companys estimated full-year
financial results against the financial, strategic and operational goals
established for the year, and the Companys financial performance in prior
periods. After reviewing the final full year results, the Compensation
Committee and the Board approve total bonuses to be awarded from the maximum
fund available based on the achievement of previously agreed to management
objectives and final full-year financial performance. If applicable, bonuses
are paid in the months of March and April following our December 31 fiscal year
end.
The
Compensation Committee, with input from the CEO with respect to the other named
executives, uses discretion in determining for each individual executive the
current years bonus based on previously agreed to management objectives and
the final full-year financial performance. We believe that the annual bonus
rewards the high-performing executives who drive our results and motivates them
to sustain this performance over a long career.
The
salaries paid and the annual bonuses awarded to the named executives in 2010
are discussed below and shown in the Summary Compensation Table below.
Equity awards
The
Companys equity incentive compensation program is designed to recognize scope
of responsibilities, reward demonstrated performance and leadership, motivate
future superior performance, align the interests of the executive with our
shareholders and retain the executives through the term of the awards. We
consider the grant size and the appropriate combination of stock options when
making award decisions. The amount of equity incentive compensation granted in
2010 was based upon the strategic, operational and financial performance of the
Company overall and reflects the executives expected contributions to the
Companys future success. Existing ownership levels are not a factor in award
determination, as we do not want to discourage executives from holding
significant amounts of our stock.
The
Company follows the provisions of Accounting Standards Codification (ASC) 718,
Share-Based Payment. When determining the appropriate amount of stock
options, our goal is to weigh the cost of these grants with their potential
benefits as a compensation tool. Stock options only have value to the extent
the price of our stock on the date of exercise exceeds the exercise price on
grant date, and thus are an effective compensation element only if the stock
price grows over the term of the award. In this sense, stock options are a
motivational tool.
Two
of the named executives received grants of stock option awards in 2010. The
stock options granted are performance-based and become exercisable only if
performance targets are achieved or in the case of a change-in-control, and
have a maximum ten-year term (see outstanding equity table filed herein). We
believe that this performance vesting schedule aids the Company in motivating
and retaining executives, and provides shareholder value. Under the terms of
the Companys long-term incentive plan, unvested stock options are forfeited if
the executive voluntarily leaves the Company.
Other Compensation
Includes the total estimated value of the
premium paid on group term life insurance and accidental death and
dismemberment insurance, the matching contribution of the Wireless Telecom
Group, Inc. 401(k) Profit Sharing Plan and the total estimated use of Company
automobiles.
Compensation for the Named Executives in 2010
CEO compensation.
In determining Mr. Genovas compensation for 2010, the Compensation
Committee considered his performance against his financial, strategic and
operational goals for the year. In the fiscal year ended December 31, 2010, Mr.
Genova received $230,000 in salary, $140,900 in bonuses and $13,500 in other
compensation for his service as an executive officer of the Company. Mr.
Genovas compensation for the 2010 fiscal year was based on qualitative
managerial efforts and business ingenuity.
CFO compensation.
In determining Mr. Censullos compensation for 2010, the Compensation
Committee considered his performance against his financial, strategic and
operational goals for the year. In the fiscal year ended December 31, 2010, Mr.
Censullo received $110,500 in salary, $20,500 in bonuses and $23,300 in other
compensation for his service as an executive officer of the Company. Mr.
Censullos compensation for the 2010 fiscal year was based on qualitative
managerial efforts and business ingenuity.
Report of the
Compensation Committee
The
Compensation Committee has reviewed and discussed with our management the
Compensation Discussion and Analysis included in this Proxy. Based on that
review and discussion, the Nominating, Governance and Compensation Committee
has recommended to the Board of Directors that the Compensation Discussion and
Analysis be included in this Proxy.
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April 29,
2011
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COMPENSATION
COMMITTEE
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Henry
Bachman
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Joseph
Garrity
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Adrian
Nemcek
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Summary Compensation
Table for 2010 and 2009
The
table below summarizes the total compensation paid or earned by our Chief
Executive Officer, our former Chief Executive Officer, our Chief Financial
Officer and our former Chief Marketing Officer. There were no other executive
officers serving during 2010 or 2009 whose compensation would otherwise be
required to be disclosed.
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Name and
Principal Position
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Year
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Salary
($)(2)
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Commission
($)
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Bonus
($)
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Stock
Awards
($)
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Option
Awards
($)(3)
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Non-Equity
Incentive Plan
Compensation
($)
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Change in
Pension Value
and
Non-Qualified
Deferred
Compensation
Earnings
($)
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All Other
Compensation
($)(4)
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Total
($)
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Paul Genova(1)
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2010
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230,000
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140,900
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13,500
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384,400
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Chief Executive Officer
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2009
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210,000
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120,000
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13,500
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343,500
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James M. (Monty) Johnson
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2010
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Former Vice Chairman and Former Chief Executive Officer
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2009
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335,500
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11,000
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346,500
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Robert Censullo(1)
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2010
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110,500
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20,500
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23,300
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154,300
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Acting Chief Financial Officer
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2009
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110,500
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9,000
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23,500
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143,000
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Lawrence Henderson
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2010
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Former Vice President and Former Chief Marketing Officer
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2009
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184,000
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13,100
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197,100
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(1)
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Mr. Genova
also served as the Companys President and Chief Financial Officer until
September 2010. Mr. Censullo was appointed Acting Chief Financial Officer in
September 2010.
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(2)
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For 2009,
the salary amounts presented with respect to Messrs. Johnson and Henderson
include base salary up to and through August 11, 2009, the date of their
departure from the Company, and severance costs expensed entirely in 2009.
The severance amounts included in these salary figures for Messrs. Johnson
and Henderson were approximately $172,500 and $35,000, respectively.
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(3)
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The option
awards granted to the Companys executive officers during the years ended
2010 and 2009 were performance based stock options with a remote likelihood
of vesting as the performance conditions are not likely to be achieved. The
calculated aggregate fair value of these performance based grants, assuming
that the highest level of performance conditions are achieved, is
approximately $27,000 and $291,000 for the options granted in 2010 and 2009,
respectively. The assumptions used in determining the grant date fair value
of these awards, in accordance with ASC 718, are set forth in the notes to
the Companys consolidated financial statements, which are included in its
Annual Report on Form 10-K for the years ended December 31, 2010 and 2009, as
filed with the SEC.
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(4)
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The amounts
shown in this column reflect for each named executive officer the total
estimated value of the use of an automobile, the premium paid on group term
life insurance and accidental death and dismemberment insurance, and the
matching contribution of the Wireless Telecom Group, Inc. 401(k) Profit
Sharing Plan.
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Outstanding Equity
Awards at Fiscal Year-End 2010
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Option Awards
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Name
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Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
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Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
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Option
Exercise
Price
($)
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Option
Expiration Date
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James M.
(Monty) Johnson
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Paul Genova
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500,000
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(a)
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$
|
0.78
|
|
11/24/2019
|
|
|
|
|
|
220,000
|
(b)
|
$
|
1.42
|
|
4/11/2018
|
|
|
|
120,000
|
(c)
|
|
|
$
|
2.72
|
|
4/18/2016
|
|
|
|
50,000
|
(d)
|
|
|
$
|
2.99
|
|
5/21/2014
|
|
|
|
30,000
|
(e)
|
|
|
$
|
2.75
|
|
10/22/2014
|
|
|
|
50,000
|
(f)
|
|
|
$
|
2.37
|
|
10/10/2013
|
|
Lawrence Henderson
|
|
|
|
|
|
|
|
|
|
|
Robert
Censullo
|
|
|
|
50,000
|
(g)
|
$
|
0.75
|
|
11/08/2020
|
|
|
|
10,000
|
(h)
|
|
|
$
|
2.28
|
|
09/15/2016
|
|
|
|
6,667
|
(i)
|
|
|
$
|
2.88
|
|
04/26/2012
|
|
|
|
|
|
|
|
(a) 500,000 common share
options granted on 11/24/2009; which vest when certain performance targets
are achieved.
|
|
|
(b) 220,000 common share
options granted on 4/11/2008; which vest when certain performance targets are
achieved.
|
|
|
(c) 120,000 common share options granted on 4/18/2006; fully vested.
|
|
|
(d) 50,000 common share options granted on 5/21/2004; fully vested.
|
|
|
(e) 30,000
common share options granted on 10/22/2004; fully vested.
|
|
|
(f) 50,000
common share options granted on 10/10/2003; fully vested.
|
|
|
(g) 50,000 common share
options granted on 11/08/2010; which will vest when certain performance
targets are achieved.
|
|
|
(h) 10,000 common share
options granted on 9/15/2006; fully vested.
|
|
|
(i) 6,667 common share options granted on 4/26/2002; fully
vested.
|
Option Exercises for 2010
None
of the named executive officers exercised stock options during 2010.
Potential Payments upon Termination or Change
in Control
Upon
the termination of a named executive officer, such person may be entitled to
payments or the provision of other benefits, depending on the event triggering
the termination. The compensation committee believes that the triggering events
for Mr. Genova, set forth in his employment and severance agreements,
respectively, are in line with current compensation trends. The events that
would trigger a named executive officers entitlement to payments or other
benefits upon termination, and the value of the estimated payments and benefits
are described in the following table, assuming a termination date and, where
applicable, a change in control date of December 31, 2010, and a stock price of
$0.87 per share, which was the closing price of one share of our common stock
on December 31, 2010 (the last trading day of fiscal year 2010):
|
|
|
|
|
|
|
|
|
|
Paul Genova
|
|
|
|
|
|
|
|
|
|
|
|
Involuntary Termination without Cause, or
Voluntary Termination for Good Reason, or upon a Change-in-Control
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Severance/Salary Continuation
|
|
$
|
172,500
|
|
|
|
|
All Benefits Payments
|
|
$
|
10,000
|
|
|
|
|
Total:
|
|
$
|
182,500
|
|
|
|
|
Following Change-in-Control only
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Severance
|
|
$
|
172,500
|
|
|
|
|
All Benefits Payments
|
|
$
|
10,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total:
|
|
$
|
182,500
|
|
|
|
|
Employment Contracts, Termination of
Employment and Change-in-Control Arrangements
Except
as set forth below, the Company currently does not have any employment contracts
or other similar agreements or arrangements with any of its executive officers.
Genova
Severance Agreement
The Company and Paul Genova, the
Companys current Chief Executive Officer and former President and Chief
Financial Officer, executed the Genova Severance Agreement on March 29, 2005.
The Genova Severance Agreement provides that if Mr. Genovas employment is
terminated by the Company without cause or if Mr. Genova terminates his
employment for good reason, then Mr. Genova will be entitled to receive (1)
at the sole discretion of the Company, either a lump-sum cash payment equal to
75% of his annual base compensation then in effect, payable within 30 days
after termination, or continuation of his base compensation then in effect for
a period of nine months after termination, and (2) the continuation of all
benefits, to the extent permissible under the applicable benefits programs, in
which he currently participates for a period of nine months following his
termination. If Mr. Genova obtains subsequent employment during such nine-month
period and if he receives benefits through such subsequent employment, the
Company may terminate his continuing benefits. Under the terms of the Genova
Severance Agreement, cause means the occurrence of any one or more of the
following: (i) fraud, embezzlement and /or misappropriation of the Companys
(or any successors) funds; (ii) gross or willful misconduct by Mr. Genova in
the performance of his duties; (iii) a material violation of the Companys (or
any successors) Code of Conduct; or (iv) a conviction by, or entry or a plea
of guilty or nolo contendre in, a court of competent jurisdiction for any crime
which constitutes a felony or act or moral turpitude in the jurisdiction
involved; and good reason means (i) the assignment to Mr. Genova of duties
materially and adversely inconsistent with his position, title, duties,
responsibilities or status with the Company as an officer of the
Company, (ii)
any removal of Mr. Genova from, or any failure to re-elect Mr. Genova as an
officer of the Company, (iii) a reduction in Mr. Genovas salary, or (iv)
relocation of Mr. Genovas principal place of employment to a place more than
30 miles from its current location, in each case without Mr. Genovas written
consent. The terms of this agreement are valid through March 29, 2015.
Director Compensation for 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fees Earned or
Paid in Cash
($)
|
|
Stock
Awards
($) (c)
|
|
Option
Awards
($) (d)
|
|
All Other
Compensation
($)
|
|
Total
($)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Savio W.
Tung (b)
|
|
|
7,500
|
|
|
|
|
|
|
|
|
|
|
|
7,500
|
|
Hazem
Ben-Gacem
|
|
|
|
|
|
|
|
|
|
|
|
21,269
|
|
|
21,269
|
|
Henry L.
Bachman
|
|
|
23,250
|
|
|
8,400
|
|
|
|
|
|
1,654
|
|
|
33,304
|
|
Joseph
Garrity
|
|
|
23,500
|
|
|
8,400
|
|
|
|
|
|
|
|
|
31,900
|
|
Rick Mace
|
|
|
21,000
|
|
|
8,400
|
|
|
|
|
|
4,774
|
|
|
34,174
|
|
Adrian
Nemcek
|
|
|
19,750
|
|
|
8,400
|
|
|
|
|
|
6,120
|
|
|
34,270
|
|
Glenn Luk
(b)
|
|
|
7,500
|
|
|
|
|
|
|
|
|
|
|
|
7,500
|
|
Paul Genova
(a)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
Mr. Genova
does not receive compensation in his capacity as director, but his
compensation as a named executive officer is disclosed above.
|
|
|
|
|
(b)
|
Mr. Luk
joined the Companys Board of Directors in May 2010 following Mr. Tungs
resignation from the Board.
|
|
|
|
|
(c)
|
In June
2010, the Company granted 10,000 shares of restricted common stock to each of
Messrs. Bachman, Garrity, Mace and Nemcek. The restricted stock award value
is based upon a price per share of $0.84, the closing stock price on the date
of grant. These shares will fully vest in June 2011.
|
|
|
|
|
(d)
|
No option awards were
granted to the Companys non-employee directors during the years ended 2010
and 2009.
Our non-employee directors held the following unexercised
options at fiscal year end 2010:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Number of Securities
Underlying
Unexercised Options
(#) Exercisable
|
|
Number of Securities
Underlying
Unexercised Options
(#) Unexercisable
|
|
Option
Exercise
Price ($)
|
|
Option
Expiration
Date
|
|
|
|
|
|
|
|
|
|
|
|
Savio W.
Tung
|
|
|
|
|
|
|
|
|
|
|
|
|
|
James M.
(Monty) Johnson
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hazem Ben-Gacem
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Henry L.
Bachman
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Joseph
Garrity
|
|
|
60,000
|
|
|
20,000
|
|
$
|
3.02
|
|
|
7/17/2017
|
|
Glenn Luk
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rick Mace
|
|
|
60,000
|
|
|
20,000
|
|
$
|
3.02
|
|
|
7/17/2017
|
|
Adrian
Nemcek
|
|
|
60,000
|
|
|
20,000
|
|
$
|
3.02
|
|
|
7/17/2017
|
|
Paul Genova
|
|
|
50,000
|
|
|
|
|
$
|
2.37
|
|
|
10/10/2013
|
|
|
|
|
30,000
|
|
|
|
|
$
|
2.99
|
|
|
5/21/2014
|
|
|
|
|
50,000
|
|
|
|
|
$
|
2.75
|
|
|
10/22/2014
|
|
|
|
|
120,000
|
|
|
|
|
$
|
2.72
|
|
|
4/18/2016
|
|
|
|
|
|
|
|
220,000
|
|
$
|
1.42
|
|
|
4/11/2018
|
|
|
|
|
|
|
|
500,000
|
|
$
|
0.78
|
|
|
11/24/2019
|
|
Compensation Committee Interlocks and Insider
Participation
The
current members of the Compensation Committee are Messrs. Bachman, Garrity and
Nemcek. Mr. Ben-Gacem is welcomed to attend the Companys compensation
committee meetings as an invited guest of the Compensation Committee.
Currently, none of such persons is an officer or employee of the Company or any
of its subsidiaries. During 2010, none of the Companys executive officers
served as a director or member of a compensation committee (or other committee
serving an equivalent function) of any other entity, whose executive officers
served as a director or member of the Compensation Committee. No interlocking
relationship, as defined by the Securities Exchange Act of 1934, as amended
(the Exchange Act), exists between the board of directors or the Compensation
Committee and the board of directors or Compensation Committee of any other
company.
Security ownership of Certain Beneficial
Owners
The
following table sets forth certain information regarding the Companys Common
Stock owned as of April 28, 2011 by (i) each person who is known by the Company
to beneficially own more than 5% of its outstanding Common Stock, (ii) each
director and director nominee and each of the Companys current executive
officers, and (iii) all executive officers and directors as a group without
naming them. Except as otherwise set forth below, the address of each such
person is c/o Wireless Telecom Group, Inc., 25 Eastmans Road, Parsippany, New
Jersey, 07054. Beneficial ownership is determined in accordance with the rules
of the SEC. In computing the number of shares beneficially owned by a person
and the percentage ownership of that person, shares of Common Stock subject to
options or warrants held by that person that are currently exercisable or will
become exercisable within 60 days after April 28, 2011, are deemed outstanding;
however, such shares are not deemed outstanding for purposes of computing the
ownership percentage of any other person. Unless otherwise indicated in the
footnotes below, the persons and entities named in the table have sole voting
and investment power with respect to all shares beneficially owned, subject to
community property laws where applicable.
|
|
|
|
|
|
Names and Addresses
|
|
Amount and Nature of
Beneficial Ownership (1)
|
|
Percentage Owned (2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Glenn Luk
(3)
|
|
6,472,667
|
|
25.9
|
%
|
|
|
|
|
|
|
Henry
Bachman (4)
|
|
23,000
|
|
|
*
|
|
|
|
|
|
|
Adrian
Nemcek (5)
|
|
70,000
|
|
|
*
|
|
|
|
|
|
|
Rick Mace
(6)
|
|
70,000
|
|
|
*
|
|
|
|
|
|
|
Joseph
Garrity (7)
|
|
70,000
|
|
|
*
|
|
|
|
|
|
|
Hazem
Ben-Gacem (8)
|
|
6,472,667
|
|
25.9
|
%
|
|
|
|
|
|
|
Paul Genova
(9)
|
|
325,000
|
|
1.3
|
%
|
|
|
|
|
|
|
Robert
Censullo (10)
|
|
16,667
|
|
|
*
|
|
|
|
|
|
|
Joseph Debold (11)
|
|
|
|
|
*
|
|
|
|
|
|
|
All
executive officers and directors as a group (9 persons) (12)
|
|
7,047,334
|
|
28.2
|
%
|
|
|
|
|
|
|
FMR Corp.
82 Devonshire Street
Boston, MA 02109 (13)
|
|
1,767,712
|
|
7.0
|
%
|
|
|
|
|
|
|
Investcorp
Technology Ventures, L.P. (14)
P.O. Box 1111
West Wind Building
Georgetown, Grand Cayman
Cayman Islands, BWI
|
|
6,472,667
|
|
25.9
|
%
|
|
|
|
|
|
|
Richard L.
Scott
1400 Gulfshore Boulevard North
Suite 148
Naples, FL 34102 (15)
|
|
1,872,265
|
|
7.4
|
%
|
|
|
|
|
|
*
|
Less than
one percent.
|
|
|
|
(1)
|
Except as
otherwise set forth in the footnotes below, all shares are directly
beneficially owned, and the sole voting and investment power is held by the
persons named.
|
|
|
|
(2)
|
Based upon
24,965,286 shares of Common Stock outstanding as of April 28, 2011.
|
|
|
|
(3)
|
Represents
6,472,667 shares of Common Stock beneficially owned by Investcorp. Mr. Luk
disclaims beneficial ownership of these shares except to the extent of his pecuniary
interest therein.
|
|
|
|
(4)
|
Ownership
includes 13,000 shares of Common Stock and 10,000 shares of Restricted Common
Stock.
|
|
|
|
(5)
|
Ownership
includes 10,000 shares of Restricted Common Stock and 60,000 shares of Common
Stock subject to options. Excludes 20,000 shares of Common Stock issuable
upon the exercise of options not exercisable within 60 days of this Proxy
filing date.
|
|
|
|
(6)
|
Ownership
includes 10,000 shares of Restricted Common Stock and 60,000 shares of Common
Stock subject to options. Excludes 20,000 shares of Common Stock issuable
upon the exercise of options not exercisable within 60 days of this Proxy
filing date.
|
|
|
|
(7)
|
Ownership
includes 10,000 shares of Restricted Common Stock and 60,000 shares of Common
Stock subject to options. Excludes 20,000 shares of Common Stock issuable
upon the exercise of options not exercisable within 60 days of this Proxy
filing date.
|
|
|
|
(8)
|
Represents
6,472,667 shares of Common Stock beneficially owned by Investcorp. Mr.
Ben-Gacem disclaims beneficial ownership of these shares except to the extent
of his pecuniary interest therein.
|
|
|
|
(9)
|
Ownership
includes 75,000 shares of Common Stock and 250,000 shares of Common Stock
subject to options. Excludes 720,000 shares of Common Stock issuable upon the
exercise of options not exercisable within 60 days of this Proxy filing date.
|
|
|
|
(10)
|
Ownership
includes 16,667 shares of Common Stock subject to options. Excludes 50,000
shares of Common Stock issuable upon the exercise of options not exercisable
within 60 days of this Proxy filing date.
|
|
|
|
(11)
|
Ownership excludes 300,000 shares
of Common Stock issuable upon the exercise of options not exercisable
within 60 days of this Proxy filing date.
|
|
|
|
(12)
|
Ownership
consists of 6,600,667 shares of the Companys Common Stock and 446,667 shares
of Common Stock issuable upon the exercise of options.
|
|
|
|
(13)
|
Based on
information set forth in Schedule 13-G/A, dated February 17, 2009, filed with
the Commission on February 17, 2009.
|
|
|
|
(14)
|
Based on
information set forth in Schedule 13D, dated July 1, 2005, filed with the
Commission on July 11, 2005.
|
|
|
|
(15)
|
Based on
information set forth in Schedule 13D/A No.2, dated September 25, 2008, filed
with the Commission on September 30, 2008.
|
401(K) Profit Sharing Plan
The
Companys 401(k) Profit Sharing Plan (the PSP) is qualified under Sections
401(a) and 401(k) of the Internal Revenue Code of 1986, as amended (the
Code). The effective date of the PSP is January 1, 1991. This plan is
administered under a Trust of which Prudential Bank & Trust, FSB, is the
Trustee. All employees of the Company, who are 18 years or older, including its
executive officers, are eligible to participate in the PSP after six months of
employment with the Company.
Under
the PSP, participating employees have the right to elect that their
contributions to this plan be made from reductions from their compensation paid
to them by the Company, up to 100% of their compensation per annum not to
exceed $16,500 for 2010, per the IRS index and in compliance with GUST-EGTRRA.
Additionally effective July 1, 2002 the plan allowed certain eligible
participants to make additional pre-tax contributions to the plan up to $5,500
in 2010, if they meet the following requirements: They must be eligible to
participate in the plans 401 (k) arrangement, they must be at least age 50 or
older or will attain age 50 in 2010. These additional contributions known as
catch-up contributions are in compliance with the EGTRRA and cannot exceed
the maximum amount allowed under federal tax laws for that calendar year.
Participating employees are entitled to full distribution of their share of the
Companys contribution under this plan upon their death, total disability, when
they reach Normal Retirement Age (age 60) or when they reach Early Retirement
Age (age 55). If their employment is terminated earlier, their share of the
Companys contributions will depend upon their number of years of employment
with the Company.
All
participating employees have the right to receive 100% of their own
contributions to the PSP upon any termination of employment. Apart from the Companys
and employees contributions, they may receive investment earnings relating to
the funds in their account under this plan.
Benefits
under the PSP are payable to eligible employees in a single lump sum or in
installments upon termination of their employment, although in-service
withdrawals are permitted under certain circumstances. If more then 60% of its
contributions are allocated to key employees, the Company will be compelled to
contribute 3% of their annual compensation to each participating non-key
employees account for that year. If the Company terminates this plan,
participating employees are entitled to 100% of the Companys contributions
credited to their accounts. Company contributions to the plan for Fiscal 2010
and Fiscal 2009 aggregated approximately $297,000 and $313,000, respectively.
Certain Relationships and Related
Transactions
Under
the terms of a shareholders agreement, dated July 1, 2005, among the Company,
Investcorp and Cyrille Damany, the Companys former Chief Executive Officer,
for so long as Investcorps beneficial ownership of Common Stock continuously
equals or exceeds 12.5% of the issued and outstanding shares of Common Stock,
at each annual or special meeting of the Companys stockholders at which
directors are to be elected, Investcorp will be entitled to designate to the
Nominations and Governance Committee two candidates for nomination for election
to the Companys board of directors. Messrs. Ben-Gacem and
Luk are the two nominees so designated this year. For so long as Investcorps
beneficial ownership of Common Stock is less than 12.5% but continuously equals
or exceeds 5% of the issued and outstanding shares of Common Stock, at each
annual or special meeting of the Companys stockholders at which directors are
to be elected, Investcorp will be entitled to designate to the Nominations and
Governance Committee one candidate for nomination for election to the Companys
board of directors. If at any time Investcorps beneficial ownership of Common
stock falls below 12.5% or 5% (as applicable) of the issued and outstanding
shares of Common Stock and Investcorp does not increase its beneficial
ownership above such thresholds (as applicable) prior to the end of a 20-day
grace period, Investcorps nomination rights corresponding to such beneficial
ownership threshold will expire at the end of the 20-day grace period.
OTHER MATTERS
The
Management of the Company does not know of any matters, other than those stated
in the Proxy Statement, which are to be presented for action at the Meeting. If
any other matters should properly come before the Meeting, it is intended that
proxies in the accompanying form will be voted on any such matters in
accordance with the judgment of the persons voting such proxies. Discretionary
authority to vote on such matters is conferred by such proxies upon the persons
voting them.
The
Company will bear the cost of preparing, assembling and mailing the Proxy,
Proxy Statement and other material, which may be sent to the stockholders in
connection with this solicitation. In addition to the solicitation of proxies
by use of the mails, officers and regular employees may solicit the return of
proxies. The Company may reimburse persons holding stock in their names or in
the names of other nominees for their expense in sending proxies and proxy
material to principals. Proxies may be solicited by mail, personal interview,
telephone and fax.
The
Company will provide without charge to each person being solicited by this
Proxy Statement, on the written request of any such person, a copy of the
Annual Report of the Company on Form 10-K for the year ended December 31, 2010
as filed with the SEC, including the financial statements, notes, exhibits and
schedules thereto. All such requests should be directed to: Robert Censullo,
Secretary, Wireless Telecom Group, Inc., 25 Eastmans Road, Parsippany, New
Jersey 07054.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING
COMPLIANCE
Section
16(a) of the Exchange Act requires our executive officers and directors and the
holders of greater than 10% of our common stock to file initial reports of
ownership and reports of changes in ownership with the SEC. Executive officers
and directors are required by SEC regulations to furnish us with copies of
these reports. Based solely on a review of the copies of these reports
furnished to us and written representations from such executive officers,
directors and stockholders with respect to the period from January 1, 2010
through December 31, 2010, the Company believes that the Companys executive officers, directors
and greater than 10% beneficial owners have complied with all applicable filing
requirements.
DEADLINE FOR SUBMISSION OF STOCKHOLDER
PROPOSALS
TO BE PRESENTED AT THE NEXT ANNUAL MEETING
The
Companys stockholders may submit proposals on matters appropriate for
stockholder action at subsequent annual meetings of stockholders consistent
with Rule 14a-8 promulgated under the Exchange Act. The Company must receive
proposals that stockholders seek to include in the proxy statement for the
Companys next annual meeting no later than January 7, 2012. If next years
annual meeting is held on a date more than 30 calendar days from April 30,
2012, a stockholder proposal must be received by a reasonable time before the
Company begins to print and mail its proxy solicitation materials for such
annual meeting. Matters submitted after April 30, 2012 will be considered
untimely. Any stockholder proposals will be subject to the requirements of the
proxy rules adopted by the Securities and Exchange Commission.
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By Order of
the Board of Directors,
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Robert
Censullo
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Secretary
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Dated: April
29, 2011
PROXY
WIRELESS TELECOM GROUP, INC.
25 EASTMANS ROAD, PARSIPPANY, NEW JERSEY 07054
This Proxy is Solicited on Behalf of the
Board of Directors
of Wireless Telecom Group, Inc.
The
undersigned hereby appoints Messrs. Paul Genova and Robert Censullo as Proxies,
each with the power to appoint his substitute, and hereby authorizes them to
represent and vote, as designated below, all the shares of the Common Stock of
Wireless Telecom Group, Inc. held of record by the undersigned on April 28,
2011, at the Annual Meeting of Stockholders to be held on June 14, 2011 or any
adjournment thereof. The undersigned hereby revokes any proxy previously given
with respect to such shares.
Shares
represented by this proxy will be voted as directed by the stockholder. If no
such directions are indicated, the proxies will have authority to vote FOR the
nominees for directors.
The
undersigned acknowledges receipt of the Notice of Annual Meeting of
Stockholders and the accompanying Proxy Statement.
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1.
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Election of
each ADRIAN NEMCEK, HAZEM BEN-GACEM, HENRY L. BACHMAN, RICK MACE, JOSEPH
GARRITY, GLENN LUK and PAUL GENOVA as directors,
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FOR all
seven nominees listed (except as marked to the contrary above): [ ]
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WITHHOLD
AUTHORITY: [ ]
(Instruction: To withhold
authority to vote for any of the nominees strike a line through the nominees
name in the list above)
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2.
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In their
discretion, the Proxies are authorized to vote upon such other business as
may properly come before the Meeting. This proxy when properly executed will
be voted in the manner directed herein by the undersigned stockholder.
If no direction is made, this proxy will be voted
FOR Proposal 1.
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PLEASE
SIGN EXACTLY AS NAME APPEARS BELOW. WHEN SHARES ARE HELD BY JOINT TENANTS, BOTH
SHOULD SIGN.
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Dated:
______________________________________, 2011
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Signature:
________________________________________
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Signature if
held jointly: _____________________________
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When
signing as attorney, as executor, as administrator, trustee or guardian, please
give full title as such. If a corporation, please sign in full corporate name
by President or other authorized officer. If a partnership, please sign in
partnership name by authorized person.
Wireless Telecom (AMEX:WTT)
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Wireless Telecom (AMEX:WTT)
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