Arthur M. Toscanini

About Arthur M. Toscanini

Arthur M. Toscanini, age 82, has served on Airgain’s board since 2005. He is Chief Financial Officer of GEN3 Partners (since 2000), and previously served as CFO of Cambridge Technology Partners (1991–2000) and Vice President & Controller of Concurrent Computer Corporation (1986–1991). He holds a BA in accounting from Pace University and an MA in management from Monmouth University .

Past Roles

External Roles

Board Governance

• Independence: Airgain’s board determined all directors other than the CEO (Jacob Suen) are independent; Toscanini is independent under Nasdaq rules .
• Board class/term: Class II director; term expires at the 2027 annual meeting .
• Committee assignments: Audit Committee Chair; Audit Committee member list below. Designated “audit committee financial expert” by the board .

• Attendance: In 2024, each director attended at least 88% of board and applicable committee meetings; board met 6 times . In 2023, each director attended at least 94%; board met 7 times .
• Executive sessions: Independent directors hold regular executive sessions .

Fixed Compensation

Policy structure (non-employee directors):

• Annual cash retainer: $32,000; Chair of the Board: $58,500 .
• Committee chair retainers: Audit $16,000; Compensation $10,600; Nominating & Governance $8,000 .
• Committee member retainers: Audit $8,000; Compensation $5,300; Nominating & Governance $4,000 .
• Ownership guideline: Directors must own shares equal to 3× annual retainer; new directors have 3 years to comply .

2024 actual cash fees (reported in 2025 proxy):

Performance Compensation

Policy structure (non-employee directors):

• Annual equity awards (first trading day in February): stock options valued at $30,000 plus RSUs equal to $30,000; Chair receives $45,000 options + $45,000 RSUs. Annual equity vests on the first anniversary. All non-employee director awards vest fully immediately prior to a change in control .
• Initial equity for newly elected directors: $50,000 in options (Black‑Scholes) + $50,000 in RSUs; vests in three equal annual installments; full vesting immediately prior to a change in control .

2024 equity reported for Toscanini:

Notes:

• Director equity awards are time-based; no performance metrics (revenue/EBITDA/TSR) apply to non-employee director grants .

Other Directorships & Interlocks

• GEN3 Partners interlock: Toscanini is CFO of GEN3 Partners; Airgain’s Chair James K. Sims is Chair & CEO of GEN3 Partners. This creates a network linkage that may influence information flow and oversight dynamics .
• Prior directorship: EPAY Systems (prior board service) .

Expertise & Qualifications

• Designated audit committee financial expert; meets SEC/Nasdaq financial sophistication and literacy requirements .
• Deep CFO background across technology and systems companies; academic credentials in accounting and management .
• Independent director under Nasdaq rules .

Equity Ownership

Beneficial ownership as of April 14, 2025:

Outstanding director awards at December 31, 2024:

Insider trading/pledging:

• Company policy prohibits pledging, hedging, margin, short sales, and derivatives on company stock by directors, officers, and employees .

Governance Assessment

• Strengths

  • Independent director; Audit Committee Chair; designated audit committee financial expert — strong alignment with financial oversight and controls .
  • Consistent attendance (≥88% in 2024; ≥94% in 2023), indicating engagement .
  • Ownership guideline in place (3× retainer), plus meaningful beneficial ownership and exercisable options provide alignment, though compliance status by individual is not disclosed .
  • Insider trading policy banning pledging/hedging reduces alignment risks .

• Potential conflicts/interlocks

  • Cross-organization ties: Toscanini (CFO) and Airgain’s Chair (CEO/Chair) both at GEN3 Partners, creating an interlock that may affect perceived independence in certain matters. No related-party transactions are disclosed, and audit committee reviews such transactions under policy .

• Investor sentiment signals

  • 2024 director election: Toscanini received 3,875,418 “For” and 2,207,595 “Withheld” votes (broker non-votes 2,925,278); meaningful withhold indicates some shareholder scrutiny .
  • 2025 say‑on‑pay advisory vote: 2,685,084 “For” vs 2,476,510 “Against” (11,609 abstain; 4,943,825 broker non-votes) — close margin suggests mixed sentiment toward compensation practices .

• Compensation mix

  • Non-employee director pay is balanced across cash and time-based equity; Toscanini’s total compensation was essentially flat year-over-year ($124,298 in 2023 vs $124,282 in 2024), with modest increases in equity grant values and slightly lower cash fees, indicating stability and no apparent inflation or risk-shifting in director compensation .

• RED FLAGS (to monitor)

  • Interlock with GEN3 Partners involving both Toscanini and Airgain’s Chair — monitor for any disclosed related-party transactions or influence concerns; currently none disclosed, and audit committee policy governs approvals .
  • Shareholder voting signals: sizable withhold votes in 2024 director election and close say‑on‑pay outcome in 2025 — monitor future engagement and responsiveness .

Fixed Compensation (Details)

Performance Compensation (Equity Awards & Vesting)

Other Directorships & Interlocks (Table)

Equity Ownership (Detail Table)

Additional Signals

• Annual meeting outcomes (most recent):
  • 2025 ratification of auditor: 10,073,492 “For”; 21,172 “Against”; 22,364 “Abstain” .
  • 2025 say‑on‑pay: 2,685,084 “For”; 2,476,510 “Against”; 11,609 “Abstain”; 4,943,825 broker non‑votes .
  • 2024 director election (Toscanini): 3,875,418 “For”; 2,207,595 “Withheld”; 2,925,278 broker non‑votes .

Governance Summary for Investors

• Effective oversight signal: Independent Audit Chair and designated financial expert with strong attendance history .
• Alignment signal: Ownership guideline, meaningful beneficial ownership, and prohibition on pledging/hedging .
• Monitoring items: GEN3 Partners interlock with Airgain Chair; close say‑on‑pay results and notable withhold votes warrant continued engagement and vigilance on governance and pay practices .
• Related-party exposure: No specific related-party transactions disclosed; audit committee policy governs reviews/approvals .