Tim Gray
About Tim Gray
Timothy A. Gray (age 55) was appointed Executive Vice President and Chief Financial Officer of NextNav Inc., effective September 22, 2025 . He previously served as CFO of Anterix Inc. from June 2014 to September 2025, held multiple senior finance roles at MedImmune (SVP & CFO in 2011–2013; other finance roles beginning in 2008), and earlier worked in finance at AOL and Nextel after starting his career at Deloitte & Touche LLP . Gray holds a B.B.A. in accountancy from the University of Notre Dame and is a certified public accountant . He brings “deep spectrum knowledge” and experience leading finance at a growth-oriented technology company, directly aligned with NextNav’s commercialization agenda .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Anterix Inc. | Chief Financial Officer | Jun 2014–Sep 2025 | Brings deep spectrum and growth-oriented finance leadership |
| MedImmune (AstraZeneca) | SVP & CFO | 2011–2013 | Senior operating finance leadership in biotech |
| MedImmune (AstraZeneca) | Senior finance roles | 2008–2011 | Scaled finance responsibilities prior to CFO role |
| AOL | Finance positions | Not disclosed | Technology/media finance experience |
| Nextel | Finance positions | Not disclosed | Telecom finance experience |
| Deloitte & Touche LLP | Auditor/Consultant (start of career) | Not disclosed | Foundation in accounting and audit |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Children’s Inn at the National Institutes of Health | Audit Committee Member | Not disclosed | Ongoing external governance/oversight role |
Fixed Compensation
| Component | Value | Notes |
|---|---|---|
| Base Salary | $450,000 | Set in Employment Agreement; effective 9/22/2025 |
| Target Bonus % of Salary | 45% | 2025 bonus pro-rated from Start Date |
| Initial Term | 2 years from Start Date | Auto-renews annually unless 90-day notice given |
Performance Compensation
Equity Grants – Restricted Stock Units (RSUs)
| Grant | Grant Date | Grant Fair Value | Vesting Start | Vesting Schedule |
|---|---|---|---|---|
| Initial RSU Grant | Not disclosed | $1,500,000 | 1-year anniversary of grant date | 25% at year 1, then 1/12 per quarter thereafter, subject to continued service |
| 2026 RSU Grant (subject to Board approval) | Q1 2026 (expected) | $750,000 (expected) | 1-year anniversary of grant date | 25% at year 1, then 1/12 per quarter thereafter, subject to continued service |
Equity Grants – Stock Options
| Grant | Grant Date | Grant Fair Value | Exercise Price | Vesting Start | Vesting Schedule |
|---|---|---|---|---|---|
| Initial Option Grant | Not disclosed | $1,500,000 | 110% of 20-day trailing average as of grant date | 1-year anniversary of grant date | 25% at year 1, then 1/12 per quarter thereafter, subject to continued service |
| 2026 Option Grant (subject to Board approval) | Q1 2026 (expected) | $750,000 (expected) | 110% of 20-day trailing average as of grant date | 1-year anniversary of grant date | 25% at year 1, then 1/12 per quarter thereafter, subject to continued service |
Annual Bonus Metrics (Company Framework)
- For 2024, NEO bonuses were based on: P&L management with expense focus; continued development of PNT technologies; and progress toward optimization of spectrum assets .
- Target bonus percentages for 2024 were CEO 60%, CFO (Gates) 45%, COO 50%; these inform the company’s approach but Gray’s specific 2025 metrics/weightings were not disclosed .
Equity Ownership & Alignment
- Anti-hedging and anti-pledging: NN prohibits hedging and pledging of company securities by directors, officers, employees, consultants, and related persons; also prohibits margin purchases and borrowing against NN stock .
- Clawback policy: Adopted under Rule 10D-1/Nasdaq; requires recovery of erroneously received incentive-based compensation from current/former executive officers in the event of certain accounting restatements; Compensation Committee may make limited exceptions when permitted by Nasdaq; policy filed as exhibit to the most recent 10-K .
- Beneficial ownership: Tim Gray was appointed in September 2025 and is not included in the April 2025 proxy’s beneficial ownership table (record date March 25, 2025) listing NEOs at that time (Sorond, Gates, Shamsunder) .
Employment Terms
| Term | Base Case (No CIC) | Change-in-Control Case |
|---|---|---|
| Severance Multiple | 12 months of then-current base salary (lump sum) | 150% of (base salary + target bonus) (lump sum) |
| Bonus Treatment | Earned but unpaid prior-year annual bonus paid | Same as base case |
| COBRA | Company-paid premiums up to 12 months (upon timely election) | Same as base case |
| Time-Based Equity | Accelerates unvested time-based awards that would vest within 12 months before termination date; if termination occurs before Jan 1, 2026, only 50% of that acceleration is provided | Full acceleration of the 12-month window (no 50% limitation) |
| Performance-Based Equity | Vests per grant agreements (no special acceleration outside CIC) | Follows grant agreements; time-based acceleration applies without 12-month limitation |
| Qualifying Termination Triggers | Company termination without “cause” during Initial Term or resignation for “good reason” during Initial Term; plus Accrued Compensation in other scenarios | Termination without “cause,” resignation for “good reason,” or Company non-renewal within period from signing a definitive agreement leading to CIC through 12 months post-CIC |
| Initial Term & Renewal | Initial 2-year term from Start Date; auto-renews for successive 1-year periods unless either party gives 90 days’ prior notice |
Investment Implications
- Near-term insider selling pressure appears limited: Both RSUs and options first vest one year after grant; thereafter they vest quarterly, implying the earliest vest for initial awards is ~Q3 2026, with ongoing quarterly tranches thereafter, subject to continued service .
- Strong performance alignment: Option exercise price set at 110% of the 20-day trailing average market price at grant makes awards meaningfully performance-contingent; options only deliver value if NN equity appreciates above a premium strike .
- Balanced retention/CIC economics: Base-case severance is 1x salary with 12-month time-based equity acceleration (50% cap if before Jan 1, 2026), while CIC terms step up to 1.5x salary+target bonus with no 12‑month acceleration limitation—supporting retention through commercialization milestones without excessive payouts .
- Governance safeguards: Company-wide prohibitions on hedging and pledging and a Dodd-Frank/Nasdaq-compliant clawback materially reduce misalignment and protect shareholders in the event of restatements .
- Context: As of 9/30/2025, NN held $167.6M in cash and cash equivalents and short-term investments and had net long-term debt of $230.1M (including derivative liability), underscoring capital resources and leverage considerations as Gray steps in as CFO .