Airgain (AIRG) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on June 11, 2025, to elect directors, ratify the auditor, and hold a say-on-pay vote.

• Shareholders can vote online, by phone, mail, or during the meeting after registering by June 9, 2025.

• Proxy materials are primarily distributed electronically to reduce costs and environmental impact.

Voting matters and shareholder proposals

• Three Class III directors are up for election for terms expiring in 2028.

• Shareholders will vote to ratify Grant Thornton LLP as the independent auditor for 2025.

• An advisory vote on executive compensation (say-on-pay) is included.

• Shareholder proposals for the 2026 meeting must be received by January 1, 2026, for proxy inclusion.

Board of directors and corporate governance

• The board is classified into three classes, with staggered three-year terms.

• Seven directors serve, with all but the CEO considered independent under Nasdaq rules.

• Board committees include audit, compensation, and nominating/governance, all with independent members.

• The board conducts annual self-evaluations and reviews leadership structure regularly.

• Directors are subject to stock ownership guidelines and a code of conduct.