UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

––––––––––––––––––––––––––––––

SCHEDULE 14A

______________________________

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

Filed by the Registrant		☒
Filed by a Party other than the Registrant		☐

Check the appropriate box:

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

NEXTNAV INC.
(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check all boxes that apply):

☒		No fee required
☐		Fee paid previously with preliminary materials
☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

April 11, 2025

Dear Fellow Stockholders:

You are cordially invited to attend the Annual Meeting of Stockholders of NextNav Inc. (“NextNav” or the “Company”) to be held on Thursday, May 22, 2025, at 12:00 p.m. (Eastern Time) (the “Annual Meeting”). The Annual Meeting will be conducted as a virtual meeting this year, via live webcast online at www.virtualshareholdermeeting.com/NN2025.

If you attend the Annual Meeting, you will be able to vote and submit questions during the Annual Meeting by using the control number we provide to you in the Notice of Internet Availability of Proxy Materials (the “Notice”), which describes the availability of these proxy materials over the Internet. We will begin sending the Notice to our stockholders on or about April 11, 2025, which will contain instructions on how to access our 2025 Proxy Statement (the “Proxy Statement”) and Annual Report on Form 10-K for the year ended December 31, 2024, as well as instructions on how to vote. Internet distribution of our proxy materials expedites receipt by stockholders, lowers the cost of the Annual Meeting, and conserves natural resources. Stockholders who receive the Notice will not receive a printed copy of the proxy materials in the mail; however, if you would prefer to receive paper copies of our proxy materials, please follow the instructions included in the Notice.

Please refer to the Proxy Statement for detailed information on each of the proposals and the Annual Meeting. Your vote is important, and we strongly urge all stockholders to vote their shares. For the election of directors, your shares will not be voted unless you provide voting instructions via the Internet or by returning a proxy card or voting instruction card. We encourage you to vote promptly, even if you plan to virtually attend the Annual Meeting.

Best regards,

Mariam Sorond

President and Chief Executive Officer and Chair of the Board of Directors

Important Notice Regarding the Availability of Proxy Materials for the
Annual Meeting of Stockholders to be Held on May 22, 2025:

Copies of our Proxy Materials, consisting of the Notice of Internet Availability of Proxy Materials, the
Proxy Statement and accompanying Form of Proxy Card, and our 2024 Annual Report on Form 10-K, are
available at www.proxyvote.com.

________________________________

YOUR VOTE IS IMPORTANT

If your shares are held in a brokerage account or by another nominee record holder and you do not receive a Notice, please be sure to mark your voting choices on the voting instruction card that accompanies this Proxy Statement. If you fail to specify your voting instructions for certain of the proposals, your shares will not be voted on such proposals due to rules applicable to broker voting, and we may incur additional costs to solicit votes.

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TABLE OF CONTENTS

		Page
PROXY SUMMARY		1
FREQUENTLY ASKED QUESTIONS		4
BOARD OF DIRECTORS		9
CORPORATE GOVERNANCE		12
PROPOSAL 1: ELECTION OF DIRECTORS		19
EXECUTIVE OFFICERS		20
EXECUTIVE OFFICER AND DIRECTOR COMPENSATION		21
TRANSACTIONS WITH RELATED PARTIES		31
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		32
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS AT DECEMBER 31, 2024		35
PROPOSAL 2: RATIFICATION OF APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2025		36
AUDIT COMMITTEE REPORT		37
STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS FOR 2026 ANNUAL MEETING OF STOCKHOLDERS		38
ANNUAL REPORT		38
DELIVERY OF DOCUMENTS TO STOCKHOLDERS SHARING AN ADDRESS		39

NextNav Inc.
11911 Freedom Drive, Suite 200
Reston, Virginia 20190

___________________________________

___________________________________

2025 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 22, 2025

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
STOCKHOLDER MEETING TO BE HELD ON THURSDAY, MAY 22, 2025.

We are making this Proxy Statement and the accompanying form of proxy card, and our Annual Report on Form 10-K for the year ended December 31, 2024 (the “Annual Report”) available electronically via the Internet at www.virtualshareholdermeeting.com/NN2025 and our website, www.nextnav.com. If you wish to receive a paper or e-mail copy of these documents, please request one by following the instructions contained in the Notice of Internet Availability of Proxy Materials (the “Notice”). There is no charge for requesting a copy.

The Notice will be first mailed or made available to our stockholders on or about April 11, 2025, in connection with the solicitation of proxies on behalf of our Board for use at our 2025 Annual Meeting of Stockholders, to be held on Thursday, May 22, 2025, at 12:00 p.m. (Eastern Time), virtually at www.virtualshareholdermeeting.com/NN2025, and at any adjournment or postponement thereof (the “Annual Meeting”). Whether or not you plan to attend the Annual Meeting, please follow the instructions on the Notice so that your shares may be voted at the Annual Meeting. You may vote your shares by mail, by telephone or through the Internet by following the instructions set forth on the Notice. If you attend the Annual Meeting, you may revoke your previously-submitted proxy and you will be permitted to vote virtually during the Annual Meeting.

The following questions and answers present important information pertaining to the Annual Meeting:

Q:     What is in this Proxy Statement?

A:      This Proxy Statement describes the proposals on which we would like you, as a stockholder, to vote at the Annual Meeting. It gives you information on the proposals, as well as other information about us, including the compensation of our directors and certain of our executive officers and corporate governance matters, so that you can make an informed decision on whether or how to vote your stock.

Q:     What is the purpose of this Proxy Statement?

A:      Our Board is soliciting your proxy to vote at the Annual Meeting, which will be held online at www.virtualshareholdermeeting.com/NN2025 on Thursday, May 22, 2025, at 12:00 p.m. (Eastern Time). You will receive proxy materials if you own common stock at the close of business on March 25, 2025 (the “Record Date”), which entitles you to vote at the Annual Meeting. This Proxy Statement contains important information about the matters to be voted on at the Annual Meeting and about us. As many of our stockholders may be unable to attend the Annual Meeting, proxies are solicited to give each stockholder an opportunity to vote on all matters that will properly come before the Annual Meeting. References in this Proxy Statement to the Annual Meeting include any adjournments or postponements of the Annual Meeting.

Q:     What is the purpose of the Annual Meeting?

A:     We are holding the Annual Meeting for the following purposes, which are described in more detail below in this Proxy Statement:

1.      To elect nine (9) directors to our Board, each to serve until our 2026 Annual Meeting of Stockholders or until such person’s successor is duly elected and qualified (“Proposal 1”).

2.      To ratify the appointment of Ernst & Young LLP (“EY”) as our independent registered public accounting firm for the year ending December 31, 2025 (“Proposal 2”).

We will also consider any other business that may properly come before the Annual Meeting and any adjournment or postponement thereof. See “Will any other business be presented for action by stockholders at the Annual Meeting?” below.

Q:     Will any other business be presented for action by stockholders at the Annual Meeting?

A:      Management knows of no business that will be presented at the Annual Meeting other than Proposal 1 and Proposal 2. If any other matter properly comes before the Annual Meeting, the persons named as proxies in the proxy card intend to vote your shares (which confer discretionary authority to vote on such matters) in accordance with their judgment on the matter. Your proxy holders will have the authority to appoint a substitute to act as proxy.

Q:     Who is entitled to vote at the Annual Meeting?

A:      Only stockholders of record as of the close of business on the Record Date are entitled to notice of, and to vote at, the Annual Meeting. During the ten days before the Annual Meeting, you may inspect a list of stockholders eligible to vote. If you would like to inspect the list, please contact our Secretary at (408) 400-7843 to make arrangements to inspect the list.

A:      The Annual Meeting is being held as a virtual only meeting this year. If you are a stockholder of record as of the Record Date, you may attend, vote and ask questions virtually at the meeting by logging in at www.virtualshareholdermeeting.com/NN2025 using the control number included in the Notice, on your proxy card, or on the instructions that accompanied your proxy materials. The Annual Meeting will begin promptly at 12:00 p.m. (Eastern Time). Online check-in will begin at 11:45 a.m. (Eastern Time), and you should allow ample time for the online check-in procedures.

If you are a stockholder holding your shares in “street name” as of the Record Date and your voting instruction form or the Notice indicates that you may vote those shares through www.proxyvote.com, then you may access, participate in, and vote at the Annual Meeting with the control number indicated on that voting instruction form or the Notice. If you are a stockholder holding your shares in “street name” as of the Record Date and did not receive a control number, please contact your bank, broker or other nominee at least five (5) days before the Annual Meeting and obtain a legal proxy to be able to participate in or vote at the Annual Meeting.

By hosting the Annual Meeting online, we are able to communicate more effectively with our stockholders, enable increased attendance and participation from locations around the world, reduce costs and increase overall efficiency and safety for us and our stockholders. The virtual Annual Meeting has been designed to provide the same rights to participate as you would have at an in-person meeting. If you plan to attend the Annual Meeting virtually, you will need your unique control number we have provided to you with the Notice.

If you are a stockholder as of the Record Date and have logged in using your control number, you may type questions into the dialog box provided at any point during the meeting (until the floor is closed to questions).

If you are not a stockholder as of the Record Date or do not log in using your control number, you may still listen to the Annual Meeting, but will not be able to ask questions or vote at the Annual Meeting.

Q:     Will I have the same participation rights in this virtual-only stockholder meeting as I would have at an in-person stockholder meeting?

A:      Yes. On the day of the Annual Meeting, please go to www.virtualshareholdermeeting.com/NN2025 and log in using the control number that was included in the Notice. You will be able to vote online during the Annual Meeting, change a vote you have submitted previously, or ask questions online that will be reviewed and answered by the speakers. You will only be able to participate in this manner if you log in with your control number and follow the other steps described herein.

Q:     Can I submit a question for the Annual Meeting?

A:      Stockholders who attend the Annual Meeting and log in as a stockholder using their control number will have an opportunity to submit questions in writing during a portion of the Annual Meeting. Instructions for submitting a question during the Annual Meeting will be provided on the Annual Meeting website. We will endeavor to answer as many submitted questions as time permits; however, we reserve the right to exclude questions regarding topics that are not pertinent to meeting matters, are about personal concerns not shared by stockholders generally, or are inappropriate. If we receive substantially similar questions, we will group such questions together and provide a single response to avoid repetition. Our Investor Relations team will respond to any questions that are appropriate and pertinent to the Annual Meeting but cannot be answered during the Annual Meeting due to time constraints after the Annual Meeting.

Q:     What should I do if I need technical support during the Annual Meeting?

A:      The Annual Meeting platform is fully supported across browsers and devices running the most updated version of applicable software and plugins. Attendees should ensure they have a strong internet or Wi-Fi connection wherever they intend to participate in the Annual Meeting. Attendees should also allow plenty of time to log in and ensure that they can hear streaming audio prior to the start of the Annual Meeting.

If you experience any technical difficulties with the virtual meeting platform on the meeting day, please call the phone number that will be provided on the Annual Meeting website. We will have technicians ready to assist you with any technical difficulties you may have beginning 10 minutes prior to the start of the Annual Meeting, and the technicians will be available through the conclusion of the Annual Meeting. Additional information regarding matters addressing technical and logistical issues, including technical support during the Annual Meeting, will be available on the Annual Meeting website.

2.      Proposal 2 — Ratification of the appointment of EY as our independent registered public accounting firm for 2025: Votes may be cast: FOR, AGAINST or ABSTAIN. The affirmative vote of the holders of the majority of shares of common stock present by remote communication or represented by proxy at the Annual Meeting and entitled to vote is required to approve this proposal. Abstentions with respect to this proposal will have the effect of votes “AGAINST” this proposal. There will be no broker non-votes with respect to this proposal.

Q:     How does the Board recommend that I vote on each of the proposals?

A:      Our Board unanimously recommends that stockholders vote “FOR ALL” for Proposal 1 and “FOR” Proposal 2.

Q:     How many shares of our common stock do the directors and officers of the Company beneficially own, and how do they plan to vote their shares?

A:      Directors and executive officers, who, as of the Record Date, had beneficial ownership of approximately 7.7% of our outstanding shares of common stock, are expected to vote, or direct the voting of their shares, “FOR ALL” for Proposal 1 and “FOR” Proposal 2.

Q:     Who will count the votes, and is my vote confidential?

A:      We will appoint an inspector of elections for the meeting to determine whether or not a quorum is present and to tabulate votes cast by proxy or virtually at the Annual Meeting. Proxy instructions, ballots and voting tabulations that identify individual stockholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed either within our company or to third parties, except (1) as necessary to meet applicable legal requirements, (2) to allow for the tabulation of votes and certification of the vote, and (3) to facilitate a successful proxy solicitation.

Q:     How will proxies be solicited and who will pay the cost of the proxy solicitation?

A:      The solicitation of proxies will be primarily by mail, but our directors, officers and other employees may also solicit proxies personally or by telephone but will receive no special compensation for doing so. We will bear all costs of the solicitation, including the printing, handling and mailing of the Annual Meeting materials. We will reimburse brokerage firms and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for forwarding proxy materials to our stockholders, if any.

Q:     Where can I find the voting results?

A:      Final voting results will be reported in a Current Report on Form 8-K, which we will file with the Securities and Exchange Commission (the “SEC”) on EDGAR at https://www.sec.gov within four business days of the Annual Meeting.

Q:     Who is the independent registered public accounting firm, and will it be represented at the Annual Meeting?

A:      EY served as our independent registered public accounting firm for the fiscal year ended December 31, 2024 and audited our consolidated financial statements for such fiscal year. We expect that one or more representatives of EY will be present at the Annual Meeting. They will have an opportunity to make a statement, if they desire, and will be available to answer appropriate questions at the end of the Annual Meeting. EY has been appointed by the Audit Committee to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2025.

Q:     Why are we being asked to ratify the appointment of Ernst & Young LLP?

A:      Although stockholder approval of the Audit Committee’s appointment of EY as our independent registered public accounting firm is not binding or required, we believe that it is best practice and advisable to give stockholders an opportunity to ratify this appointment. If this proposal is not approved at the Annual Meeting, the Audit Committee may reconsider its selection of EY, but will not be required to take any action.

Mr. Carano currently serves on the boards of directors of company nLight, Inc. (Nasdaq: LASR), a public company and Centric Software, a private company. Mr. Carano has previously served on the board of several public companies, including Airspan Networks Holdings, Inc. (NYSE: MIMO), NeoPhotonics Corp. (Nasdaq: NPTN), Kratos Defense & Security Solutions, Inc. (Nasdaq: KTOS), Tele Atlas BV (acquired by TomTom (OTCMKTS: TMOAY) in 2007), Synopsys, Inc. (Nasdaq: SNPS), FiberTower Corporation (acquired by AT&T (NYSE: T) in 2018), Virata, Inc. (acquired by Globespan Inc. in 2001) and Polycom, Inc. (acquired by Plantronics, Inc. (NYSE: PLT) in 2018). Mr. Carano serves on the Investment Advisory Board of the Stanford Engineering Venture Fund. Mr. Carano holds both a Master of Science and a Bachelor of Science in Electrical Engineering from Stanford University.

Mr. Carano’s years of venture capital investing, his experience as a director of various public companies and his insights in building these businesses make him a valuable asset to our Board.

Board Committees: Compensation and Human Capital Committee (Member); Nominating and Corporate Governance Committee (Member)

H. Wyman Howard III has been appointed by the Board to serve as a director, effective on May 1, 2025. Admiral Howard retired from the U.S. Navy in September 2022 as Rear Admiral (Upper Half) after over 32 years of service for the SEAL Teams and Joint Special Operations. He has had multiple tours in command of Special Operations Joint Task Forces and was among the first to deploy into Afghanistan following the attacks on September 11, 2001. The combat contributions of the teams Admiral Howard commanded, and with whom he served, were recognized with five Presidential Unit Citations, a Navy Unit Commendation medal, and four Joint Meritorious Unit Awards. Admiral Howard’s joint, interagency, and intelligence experience include service as the second Director of Operations for the National Geospatial-Intelligence Agency in 2016 and as the Commander, Naval Special Warfare Command from 2020 to 2022, which are equivalent leadership roles of a Chief Operating Officer and Chief Executive Officer, respectively. Admiral Howard is acknowledged for his leadership in designing new irregular deterrence capabilities and options that increase the leverage of the United States to deter the nation’s adversaries. Admiral Howard also serves on the board of Bridger Aerospace Group Holdings, Inc. (NASDAQ: BAER), an aerial firefighting and aerospace services company, and Invitation Homes Inc. (NYSE: INVH), a single-family home leasing and management company. Admiral Howard was recommended to our Board by John Muleta, a NextNav director.

Admiral Howard graduated from the United States Naval Academy and holds a Master of Business Administration from the TRIUM consortium of the London School of Economics, HEC Paris School of Management, and New York University’s Stern School of Business. Admiral Howard holds a Master of Science in National Security and Resource Strategy with a focus on commercial, civil, and military space sectors from the Eisenhower School and a Professional Certificate in Artificial Intelligence and Business Strategy from the Massachusetts Institute of Technology’s Computer Science and Artificial Intelligence Laboratory.

Admiral Howard is well qualified to serve as a director on our Board due to his distinctive leadership, at the strategic, operational and tactical levels, where he was at the helm in command for outcomes that advanced the security of the United States and its allies.

Board Committees: Not Applicable

Alan B. Howe has served as a director since October 2021. Prior to this, Mr. Howe served as a director of Spartacus Acquisition Corporation (Nasdaq: TMTS), an entity party to the Business Combination (as defined below), from October 2020 until the closing of the Business Combination in October 2021. He has served as co-founder and Managing Partner of Broadband Initiatives, LLC, a telecommunications consulting firm, since 2001. Mr. Howe also served as Vice President of Strategic and Wireless Business Development for Covad Communications, Inc. (formerly Nasdaq: COVD), a national broadband telecommunications company, from May 2005 to October 2008, and as Chief Financial Officer and Vice President of Corporate Development for Teletrac, Inc., a mobile data and location solutions provider, from April 1995 to April 2011. Previously, Mr. Howe held various executive management positions for Sprint Corporation (NYSE: S) and Manufacturers Hanover Trust Company.

Mr. Howe has over 30 years of extensive hands-on operational expertise combined with corporate finance, business development and corporate governance experience. Mr. Howe has a broad business background and has been exposed to a wide variety of complex business situations within large corporations, financial institutions, start-ups, small-caps and turnarounds. Mr. Howe is currently a member of the board of directors and serves on the audit committees of Babcock and Wilcox (NYSE: BW) and as a member of the board of directors of the San Diego Rescue Mission.

Previously, Mr. Howe served on the boards of over twenty public companies, including Sonim Technologies Inc. (Nasdaq: SONM), Resonant, Inc. (formerly Nasdaq: RESN), Data I/O Corporation (Nasdaq: DAIO), Determine, Inc. (OTCMKTS: DTRM), Urban Communications, Inc. (formerly TSX-V: UBN), MagicJack, Vocaltec Communications Inc. (formerly Nasdaq: Call), WidePoint Corporation (NYSE American: WYY), CafePress Inc. (formerly Nasdaq: PRSS), and Orion Energy Systems, Inc. (Nasdaq: OESX). Mr. Howe holds a Bachelor of Science in Business Administration and Marketing from the University of Illinois, School of Commerce and a Master of Business Administration in Finance from the Indiana University, Kelley Graduate School of Business.

Mr. Howe is well qualified to serve as a director on our Board due to his extensive financial capital markets and M&A experience, as well as his experience serving on the boards of directors of other public companies.

Board Committees: Audit Committee (Member); Nominating and Corporate Governance Committee (Member)

Jonathan A. Marcus has served as a director since May 2024. Mr. Marcus serves as the Chairman of Alimco Financial Corp., a position he has held since May 2023. Prior thereto, Mr. Marcus was the Chief Executive Officer of Alimco Financial Corp. since March 2019. Prior to March 2019, Mr. Marcus was a managing member and co-founder of Broadbill Partners, L.P., a fund focused on special situations and distressed securities. Prior to Broadbill’s inception in 2011, Mr. Marcus was the Chief Investment Officer of Cypress Management, L.P., the predecessor fund to Broadbill, which he founded in 1995 to specialize in investing in distressed securities. Mr. Marcus’s career also includes extensive investment banking and financial advisory work at Prudential-Bache Securities and Credit Suisse First Boston, with a substantial focus advising financially troubled companies or their creditors. Since January 2018, Mr. Marcus has served as Special Advisor to Milfam LLC. Mr. Marcus currently serves on the boards of directors of Alimco Financial Corp and Anacomp, Inc. and previously served on the board of director of Kaspien Holdings Inc.

Mr. Marcus is well qualified to serve as a director on our Board due to his extensive financial capital markets and financial advisory experiences, as well as his experience serving on the boards of directors of other companies.

During 2024, each of our directors attended at least 75% of (i) the number of Board meetings held during the period for which he or she has been a director and (ii) the total number of committee meetings held during the period for which he or she has served on each such committee. Directors are strongly encouraged, but not required, to attend our annual meetings. Mariam Sorond, Bandel L. Carano, Alan B. Howe, Jonathan A. Marcus, John B. Muleta and Gary M. Parsons attended our 2024 Annual Meeting of Stockholders.

Board Leadership Structure and Role in Risk Oversight

We seek to maintain an appropriate balance between management and our Board. Our Board does not have a policy regarding the separation of the offices of Chair of our Board and Chief Executive Officer. Our Board believes that it is important to retain the flexibility to combine or separate the responsibilities of the offices of Chair of our Board and Chief Executive Officer, as from time to time it may be in our best interests.

Currently, our leadership structure combines the offices of Chief Executive Officer and Chair of our Board, with Ms. Sorond serving as our Chief Executive Officer and as Chair of our Board. Our Corporate Governance Guidelines provide that the independent directors on our Board may choose to elect a director to serve as the “Lead Independent Director” of the Board when the offices of the Chief Executive Officer and the Chair of the Board are not separate. Alan B. Howe has served as Lead Independent Director since May 2024, following our 2024 Annual Meeting of Stockholders. The Board has elected John B. Muleta to this position effective May 2025.

Our Board has determined that, in certain circumstances, selecting our Chief Executive Officer to serve as Chair of the Board may be the most effective leadership model for the Company at a given time. Having one individual serve in both roles can provide for clear leadership, accountability, and alignment on corporate strategy.

When the offices of the Chief Executive Officer and the Chair of our Board are not separate, our Board believes that appointing a Lead Independent Director strengthens our Board governance, as our Lead Independent Director can serve as the principal liaison between the Chair and the independent directors. Our Lead Independent Director is responsible for:

•        presiding at all meetings of the Board where the Chair is not present;

•        presiding at all meetings and executive sessions of the independent directors;

•        calling meetings of the independent directors, as needed;

•        meeting regularly with the Chief Executive Officer;

•        developing the agendas for meetings of the independent directors;

•        approving Board meeting agendas and schedules;

•        reviewing information sent to the Board; and

•        meeting with stockholders, as appropriate.

Our Board is responsible for overseeing the establishment and maintenance of our risk management processes. While it does not have a standing risk management committee, our Board administers this oversight directly and through its committees, each of which addresses risks within its respective area of responsibility as outlined in its charter.

Our Board may delegate primary oversight of specific risks to one or more committees. When a committee is responsible for evaluating and managing a particular risk, its chair must promptly report any material risk exposures to our Board, ensuring effective coordination of risk oversight, particularly in managing interrelated risks. Our Board or the appropriate committee regularly engages with management to discuss major risk exposures, assess their potential impact, and review mitigation strategies.

Management is responsible for the day-to-day implementation of risk management processes and regularly reports on potential material risks to our Board. These reports, provided by the Chief Executive Officer, Chief Financial Officer, General Counsel, and other senior executives, ensure that our Board remains informed. Additionally, our full Board, with input from its committees, considers and evaluates material risks as part of its broader oversight responsibilities.

•        preparing the Audit Committee report required by the rules of the SEC to be included in our annual proxy statement;

•        reviewing, and, if appropriate, approving or ratifying, all related party transactions for potential conflict of interest situations; and

•        reviewing and discussing with management and our independent registered public accounting firm any financial information and earnings guidance provided to analysts and rating agencies.

The financial literacy requirements of the SEC require that each member of our Audit Committee be able to read and understand fundamental financial statements. In addition, at least one member of our Audit Committee must be qualified as an audit committee financial expert, as defined in Item 407(d)(5) of Regulation S-K, and have financial sophistication in accordance with the Nasdaq Stock Market Rules. Our Board has determined that each of Mr. Marcus and Mr. Howe qualifies as an audit committee financial expert. For the relevant experience which qualifies each of Mr. Marcus and Mr. Howe as an audit committee financial expert, please see his biographical information under the “Board of Directors” section of this Proxy Statement.

Both our independent registered public accounting firm and management periodically meet privately with our Audit Committee. Our Audit Committee receives regular reports on risks facing the company at each meeting, including on cybersecurity. For information on audit fees, see “Proposal 2: Ratification of Appointment of Ernst & Young LLP as our Independent Registered Public Accounting Firm for 2025.”

Compensation Committee

The primary purpose of our Compensation Committee is to review the performance and development of our management in achieving corporate goals and objectives and to assure that our executive officers are compensated effectively in a manner consistent with our strategy, competitive practice and stockholder interests. In carrying out these responsibilities, our Compensation Committee reviews all components of executive officer compensation for consistency with its compensation philosophy, as in effect from time to time. The functions of our Compensation Committee include, among other things:

•        reviewing, determining and implementing our compensation philosophy;

•        annually reviewing and approving corporate goals and objectives relevant to the compensation of our Chief Executive Officer;

•        evaluating the performance of our chief executive officer in light of such corporate goals and objectives and determining and approving the compensation of our Chief Executive Officer;

•        reviewing and approving the compensation of our other executive officers;

•        administering our equity and other incentive compensation plans and approving the adoption of any amendment to our incentive-compensation and equity-based plans;

•        appointing, compensating and overseeing the work of any compensation consultant, external legal counsel or other advisor retained by the Compensation Committee;

•        conducting the independence assessment outlined in Nasdaq rules with respect to any compensation consultant, counsel or other advisor retained by the Compensation Committee;

•        annually reviewing and reassessing the adequacy of the committee charter and the structure, processes and membership requirements of the Compensation Committee;

•        overseeing and reporting to our Board its review of its policies and strategies for fostering a fair and effective human capital management system, as well as promoting a strong corporate governance culture; and

•        reviewing and discussing with management the compensation discussion and analysis and recommending to our Board whether the compensation discussion and analysis and related executive compensation information be included in our proxy statement or annual report on Form 10-K.

A stockholder wishing to nominate a person for election to our Board at any annual meeting at which our Board has determined that one or more directors will be elected must submit a written notice of his, her or its nomination of a candidate to the attention of our Secretary at our offices at NextNav Inc., 11911 Freedom Drive, Suite 200, Reston, Virginia 20190, providing:

•        the name, age, business address and residence address of such nominee;

•        the principal occupation or employment of such nominee;

•        the class or series and number of shares of capital stock that are owned of record and beneficially by such nominee;

•        such other information concerning such nominee as would be required to be disclosed in a proxy statement soliciting proxies for the election of such nominee as a director in an election contest (even if an election contest is not involved), or that is otherwise required to be disclosed pursuant to Section 14 of the Exchange Act, and the rules and regulations promulgated thereunder (including such person’s written consent to being named as a nominee and to serving as a director if elected);

•        all information with respect to the stockholder that would be required to be set forth in a stockholder’s notice pursuant to our Bylaws if such person were a stockholder or beneficial owner, on whose behalf the nomination was made, submitting a notice providing for the nomination of a person or persons for election as a director or directors in accordance with our Bylaws; and

•        such other information as we may reasonably require to determine the eligibility of such proposed nominee to serve as an independent director or that could be material to a reasonable stockholder’s understanding of the independence, or lack thereof, of such proposed nominee.

Pursuant to our Bylaws, the submission must be received by our Secretary at our principal executive offices not later than the close of business on the 90th day nor earlier than the opening of business on the 120th day before the first anniversary of the date of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is advanced more than 30 days prior to or delayed by more than 60 days after the anniversary of the preceding year’s annual meeting, notice by the stockholder to be timely must be so received not earlier than the opening of business on the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or the 10th day following the day on which public announcement of the date of such annual meeting is first made. In no event will an adjournment or a postponement of an annual meeting for which notice has been given, or the public announcement thereof has been made, commence a new time period for the giving of a stockholder’s notice as described above.

Stockholder Communications with our Board

Stockholders who wish to communicate directly with our Board, or with a particular director, may send a letter addressed to our Secretary at NextNav Inc., 11911 Freedom Drive, Suite 200, Reston, Virginia 20190. The mailing envelope must contain a clear notation indicating that the enclosed letter is a “Stockholder Board Communication” or “Stockholder Director Communication.” All such letters must identify the author as a stockholder and clearly state whether the intended recipients are all members of our Board or just certain specified individual directors. Our Secretary will make copies of all such letters and circulate them to the director(s) addressed. If a stockholder wishes the communication to be confidential, such stockholder must clearly indicate on the envelope that the communication is “confidential.”

Our Secretary will handle routine inquiries and requests for information. If our Secretary determines the communication is made for a valid purpose and is relevant to us and our business, our Secretary will forward such communication to the director(s) specified on the envelope, or if none, to our Chair of our Board. Our Secretary will not forward any communication that is: an advertisement or other commercial solicitation or communication; obviously frivolous or obscene; unduly hostile, threatening, or illegal; or related to trivial matters. At each regular meeting of our Board, our Secretary will present a summary of all stockholder communications received since the previous meeting that were not forwarded and will make those communications available to the directors upon request.

Our Board currently consists of nine (9) members.

Upon the recommendation of our Nominating Committee, our Board has nominated the following nine (9) individuals to serve until the 2025 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified: (i) Mariam Sorond, (ii) Bandel L. Carano, (iii) H. Wyman Howard III, (iv) Alan B. Howe, (v) Jonathan A. Marcus, (vi) John B. Muleta; (vii) Nicola Palmer, (viii) Lorin Selby, and (ix) Neil S. Subin. Seven of the nine nominees are current directors on our Board. H. Wyman Howard III and Lorin Selby have been appointed to join the Board on May 1, 2025.

Our Bylaws provide that each director shall hold office until the next annual meeting of stockholders and until their respective successor shall have been duly elected and qualified, subject, however, to prior death, resignation, retirement, disqualification or removal from office. Listed above under the “Board of Directors” section of this Proxy Statement are the names and biographical information of the nine (9) nominees for director. The persons designated as proxies in the proxy card intend to vote “FOR ALL” with respect to such nominees, unless a contrary instruction is indicated on the proxy card. If for any reason any nominee should become unavailable for election, the persons designated as proxies in the proxy card may vote the proxy for the election of another person nominated as a substitute by our Board, if any person is so nominated. All nominees have consented to be named and have agreed to serve, if elected.

Recommendation of our Board

Our Board unanimously recommends that stockholders vote “FOR ALL” with respect to the election of Mariam Sorond, Bandel L. Carano, H. Wyman Howard III, Alan B. Howe, Jonathan A. Marcus, John B. Muleta, Nicola Palmer, Lorin Selby, and Neil S. Subin to our Board as directors.

James Black has served as our Senior Vice President, General Counsel and Secretary since March 2025. Mr. Black previously served as Senior Vice President, General Counsel and Secretary of NYSE-listed satellite manufacturer Terran Orbital Corporation from August 2022 until its acquisition by Lockheed Martin Corporation in October 2024. He previously served as US Head of Legal for Arqit Inc., a quantum encryption technology company, in 2022 and Vice President and Deputy General Counsel, North America for UK defense company Ultra Electronics from 2020 to 2022. During 2019, he was the Chief Legal Officer of Nasdaq-listed biotech company Osiris Therapeutics Inc., prior to its acquisition by Smith & Nephew. From 2010 to 2018 he held various roles with aerospace and defense company Orbital ATK, Inc. and its predecessor Orbital Sciences Corporation, including Vice President and Deputy General Counsel, before serving as Director and Corporate Counsel at Northrop Grumman, a multinational aerospace and defense company, following its acquisition of Orbital in 2018. Mr. Black began his legal career with the international law firm Hogan & Hartson LLP, now Hogan Lovells US LLP, where he was an associate from 2004 to 2009, following a clerkship at the United States District Court for the Eastern District of Virginia.

Mr. Black holds a B.S. degree from James Madison University, M.A. degree from The George Washington University and a J.D. degree from William and Mary Law School.

Susan Insley has served as our Chief Operating Officer since March 2025. Ms. Insley is a results-driven leader with a proven track record of driving business growth by aligning people strategies with corporate objectives and implementing innovative practices to develop talent and inspire teams. With career-spanning leadership roles in Human Resources and Finance, Ms. Insley has contributed to the success of industry leaders such as Intel, Verisign, and VMware. As Senior Vice President of Human Resources at VMware from February 2016 to January 2024, she spearheaded transformative talent strategies and guided executive leadership through critical organizational transitions. Beyond her professional achievements, Ms. Insley is deeply committed to making a difference. She serves on the board of Team Telomere, a non-profit organization dedicated to supporting individuals affected by Telomere Biology Disorders and advancing research toward a cure. Ms. Insley received her bachelor’s degree in finance from the University of Georgia and earned professional certifications in Internal Audit and Risk Management Assurance.

EXECUTIVE OFFICER AND DIRECTOR COMPENSATION

Overview

The following section provides compensation information pursuant to the scaled disclosure requirements applicable to “emerging growth companies” under the rules of the SEC and the discussion may contain forward-looking statements that are based on our current plans, considerations, expectations and determinations regarding future compensation programs. The compensation reported in the summary compensation table below is not necessarily indicative of how we will compensate our officers and directors in the future.

Named Executive Officers

This section discusses the material components of the executive compensation program to the following individuals (collectively, our “Named Executive Officers”). For the year ended December 31, 2024, our Named Executive Officers and their positions were as follows:

•      Mariam Sorond, President and Chief Executive Officer and Chair of the Board of Directors;

•      Christian Gates, Executive Vice President and Chief Financial Officer; and

•      Dr. Sanyogita Shamsunder, former Chief Operating Officer(1).

_______________

(1)	Dr. Shamsunder served as our Chief Operating Officer until March 11, 2025 when she transitioned to the role of Chief Innovation Officer

Summary Compensation Table

The following table summarizes the compensation paid to, awarded to, or earned by, as applicable, our Named Executive Officers for the fiscal years ended December 31, 2024 and 2023.

Name and principal position		Year		Salary			Bonus(2)			Non-Equity incentive plan compensation(3)			Stock awards(4)			Option awards(5)			All other compensation(6)			Total
Mariam Sorond		2024		$	550,000		$	500		$	330,000		$	1,154,033		$	1,005,113		$	16,703		$	3,056,349
President and Chief Executive Officer and Chair of the Board of Directors		2023		$	50,000		$	—		$	165,000		$	10,438,445		$	—		$	—		$	10,653,445
Christian Gates		2024		$	325,000		$	—		$	—		$	619,139		$	376,916		$	13,000		$	1,334,055
Executive Vice President and Chief Financial Officer		2023		$	286,000		$	1,000		$	—		$	761,116		$	273,704		$	11,003		$	1,332,823
Dr. Sanyogita Shamsunder(1)		2024		$	273,674		$	—		$	—		$	1,261,240		$	925,922		$	9,781		$	2,470,617
Chief Operating Officer		2023		$	—		$	—		$	—		$	—		$	—		$	—		$	—

(1)	Dr. Shamsunder was appointed as our Chief Operating Officer, effective as of May 9, 2024, and her 2024 salary is reflected on a pro-rated basis. Accordingly, Dr. Shamsunder was not a Named Executive Officer for the fiscal year ended December 31, 2023 and no compensation is reported for her for 2023.
(2)	Amounts reported in the “Bonus” column represent bonuses for the issuance of a patent for which the Named Executive Officer was an inventor.
(3)	Amounts reported in the “Non-Equity Incentive Plan Compensation” column represent annual performance-based bonus amounts with respect to 2024 and 2023 performance that were paid in cash to Ms. Sorond. See — “Annual Performance-Based Bonus” below.
(4)	Amounts reported in the “Stock Awards” column reflect the aggregate grant date fair value, computed in accordance with FASB ASC Topic 718 (“FASB 718”), of the Restricted Stock Units granted to our Named Executive Officers under our Omnibus Plan (as defined below). For Ms. Sorond, the amount reported in the “Stock Award” column for 2023 also includes the aggregate grant date fair value, computed in accordance with FASB 718, of the Performance Stock Units granted to her under our Omnibus Plan.
(5)	Amounts reported in the “Option Awards” column reflect the aggregate grant date fair value, computed in accordance with FASB 718, of the Options granted to our Named Executive Officers under our Omnibus Plan. The Options are categorized as non-qualified stock options under the Omnibus Plan.
(6)	Amounts reported in the “All Other Compensation” column represent the amount of safe harbor employer matching contributions under our 401(k) plan. See — “401(k) Plan” below.

Narrative Disclosure to Summary Compensation Table

Our Named Executive Officers’ total compensation is comprised of a base salary, an annual cash bonus, and certain equity awards, as well as retirement plan and health and welfare benefits. We aim to keep salaries of our Named Executive Officers competitive in order to retain and maintain talent while, at the same time, ensuring consistency with similarly situated pre-revenue companies. Each year, our Board reviews the previous year’s salaries and adjusts any it feels necessary in order to correct for any off-market salaries, either upward or downward, as the case may be. Similarly, equity grants are made to our Named Executive Officers to attract and maintain talent.

Annual Base Salaries

Our Named Executive Officers receive their respective base salaries to compensate them for services rendered to us. The base salary payable to each Named Executive Officer is intended to provide a fixed component of compensation.

For 2024, the annual base salaries for each of our Named Executive Officers were as follows: Ms. Sorond — $550,000; Mr. Gates — $325,000; and Dr. Shamsunder — $425,000. As shown in the Summary Compensation Table, the amounts actually received by our Named Executive Officers reflect the portion of the year during which they served. Our Named Executive Officers’ employment agreements do not provide for an automatic increase in base salary. Rather, the Compensation Committee evaluates the annual base salaries of our Named Executive Officers on an annual basis in light of factors such as the Company’s employee base, the Company’s performance, and the general economic and inflationary environment.

Annual Performance-Based Bonus

In addition to base salaries, our Named Executive Officers are eligible to receive an annual performance-based bonus, which is designed to reward our executives for achievement of certain corporate and/or individual performance goals. For 2024, the Compensation Committee determined that each Named Executive Officer’s performance bonus should be based on: management of the Company’s profit and loss statement, with a focus on expense management; continued development of its PNT technologies; and activities in furtherance of optimization of its spectrum assets. Each Named Executive Officer has a target bonus opportunity calculated as a percentage of their annual base salary and may earn more or less than the annual target amount based on the Company’s achievement of the performance goals.

For 2024, each Named Executive Officer’s target bonus percentage was as follows: for Ms. Sorond, 60%; for Mr. Gates, 45%; and for Dr. Shamsunder, 50%.

2024 Bonus Determination

For executive officers other than the Chief Executive Officer, the Compensation Committee solicits and considers such executive officers’ performance evaluations and recommendations submitted to the Compensation Committee by our Chief Executive Officer. In addition, the Compensation Committee conducts an evaluation of the performance of our Chief Executive Officer and determines any adjustments to her compensation as well as awards to be granted. In March 2025, Ms. Sorond reviewed the performance of Mr. Gates and Dr. Shamsunder for the fiscal year 2024 and recommended a bonus payout to them to our Compensation Committee for approval. Following such recommendation, our Compensation Committee reviewed our corporate performance and Ms. Sorond’s performance against the previously-established goals and approved individual performance achievement payouts for each Named Executive Officer in the following amounts, which are reflected in the “Non-Equity Incentive Plan” column for Ms. Sorond and “Stock Awards” column for Mr. Gates and Dr. Shamsunder in the Summary Compensation Table above, as applicable.

The Compensation Committee may determine, in its discretion, whether the annual performance-based bonuses to our Named Executive Officers are to be paid in the form of cash, Restricted Stock Units pursuant to the NextNav Inc. 2021 Omnibus Incentive Plan (the “Omnibus Plan”), or a combination of both cash and Restricted Stock Units. In March 2025, the Compensation Committee determined that the annual performance-based bonus for the fiscal year 2024 for each of our Named Executive Officers, except for Ms. Sorond, should be paid 100% in the form of Restricted Stock Units: (i) Ms. Sorond received $330,000 in cash; (ii) Mr. Gates received 13,247 Restricted Stock Units with a grant date fair value of $146,247; and (iii) Dr. Shamsunder received 18,815 Restricted Stock Units with a grant date fair value of $207,718. Each award of Restricted Stock Units vested immediately in full upon grant on March 14, 2025.

Other Equity Compensation Plans

NextNav Inc. 2021 Employee Stock Purchase Plan (the “ESPP”)

In connection with the closing of our business combination (the “Business Combination”) with Spartacus Acquisition Corporation in October 2021, we also adopted the NextNav Inc. 2021 Employee Stock Purchase Plan (the “ESPP”), in order to (i) encourage employees (including named executive officers) to acquire shares of our common stock, thereby fostering broad alignment of employees’ interests with the interests of our stockholders, (ii) foster good employee relations, and (iii) provide a tool to recruit, retain, and reward employees in an extremely competitive environment. No offering periods have been opened under the ESPP.

NextNav Holdings, LLC 2011 Unit Option and Profits Interest Plan (the “2011 Plan”)

Until the Business Combination, former NextNav maintained the 2011 Unit Option and Profit Interests Plan (the “2011 Plan”) in order to provide additional incentives for employees, directors and consultants of former NextNav, and to provide incentives to attract, retain and motivate eligible persons whose contributions were important to former NextNav’s success. The 2011 Plan, which was originally adopted on June 8, 2011, has subsequently been amended and restated from time to time, with the latest such amendment and restatement effective as of October 27, 2021. In connection with the completion of the Business Combination, no further awards will be granted under the 2011 Plan. However, the 2011 Plan will continue to govern the terms and conditions of the outstanding awards granted under it prior to the Business Combination.

Employment Agreements with Mariam Sorond, Chris Gates and Sanyogita Shamsunder

Mariam Sorond

On November 29, 2023, Ms. Sorond entered into an employment agreement with the Company (the “Sorond Employment Agreement”). The Sorond Employment Agreement entitles her to the annual base salary and annual target bonus opportunity, which will equal a percentage of her annual base salary, as described above under “— Annual Base Salaries.”

The Sorond Employment Agreement also contains certain severance terms. In the event Ms. Sorond is terminated or resigns, in each case pursuant to the Sorond Employment Agreement (each, a “Qualifying Termination Event”), then, subject to Ms. Sorond’s timely execution and non-revocation of a release of claims in the Company’s favor, Ms. Sorond will be entitled to the following: (i) a lump sum payment equal to her base salary, (ii) her earned but unpaid annual bonus with respect to any completed calendar year immediately preceding the termination date, (iii) upon timely election, COBRA premiums for up to 12 months, (iv) all of Ms. Sorond’s then outstanding unvested time-based equity awards that would have become vested (but for such termination) during the 12-month period beginning on the termination date, will vest as of the date immediately prior to the termination date, and (v) subject to the following sentence, all of Ms. Sorond’s then outstanding unvested performance-based equity awards will vest in accordance with the applicable grant agreements. Notwithstanding the foregoing, if Ms. Sorond is terminated without cause during the first two years of her employment, all of her then outstanding unvested performance-based equity awards will vest as of the date immediately prior to her termination.

If Ms. Sorond experiences a Qualifying Termination Event within the period beginning on the date the Company enters into a definitive agreement that, if consummated, would result in a change in control and ending on the 12-month anniversary of such change in control, Ms. Sorond will be entitled to all items specified in clauses (i) through (v) above, except that, in lieu of the amount in clause (i) above, Ms. Sorond will be entitled to receive a lump sum payment equal to one hundred fifty percent (150%) of the sum of (A) Ms. Sorond’s base salary and (B) Ms. Sorond’s target bonus for the year in which the termination date occurs. Further, the accelerated vesting outlined in clause (iv) above will occur without regard to the 12-month period. Notwithstanding the foregoing, if Ms. Sorond is terminated without cause during the first two years of her employment, all of her then outstanding unvested performance-based equity awards will vest as of the date immediately prior to her termination.

Chris Gates

On November 11, 2021, Mr. Gates entered into an employment agreement with the Company (the “Gates Employment Agreement”). The Gates Employment Agreement entitles him to the annual base salary and annual target bonus opportunity, which will equal a percentage of his annual base salary, as described above under “— Annual Base Salaries.”

Health/Welfare Plans

Our full-time U.S. employees who satisfy certain eligibility requirements are eligible to participate in our health and welfare plans, including medical, dental and vision benefits; medical and dependent care flexible spending accounts; short-term and long-term disability insurance; and life insurance. Each of our Named Executive Officers is eligible to participate in such health and welfare benefits on the same terms as other full-time U.S. employees.

We generally do not provide perquisites or personal benefits to our Named Executive Officers, except in limited circumstances.

Outstanding Equity Awards at Fiscal Year-End

The following table provides information regarding all equity awards outstanding as of December 31, 2024 for each of our Named Executive Officers: 

		Option Awards																								Stock Awards
		Number of securities underlying unexercised options (#) exercisable						Number of securities underlying unexercised options (#) unexercisable					Equity Incentive Plan Awards: Number of securities underlying unexercised unearned options (#)				Option Exercise Price ($)				Option Expiration Date					Number of shares or units of stock that have not vested (#)					Market value of shares or units of stock that have not vested ($)				Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#)					Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($)
Mariam Sorond																																			1,000,000			​(8)		15,560,000
																																			1,000,000			​(9)		15,560,000
																																			176,471			(10)		2,745,889
		92,507						277,524		(1)							4.68				3/14/2034
Christian D. Gates		10,902		​(2)													0.28				10/20/2030
		88,007		(3)						​							0.28				10/20/2030
		53,296						24,226		​(4)							7.69				1/26/2032
		102,346						131,589		​(5)							2.96				3/14/2033
								138,761		(6)							4.68				3/14/2034
																																			13,913			​(11)		216,486
																																			78,343			​(12)		1,219,017
																																			88,235			​(13)		1,372,937
Sanyogita Shamsunder								182,582		​(7)							9.27				5/8/2034
																																			130,548			(14)		2,031,327

Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information

We have no program, practice or plan to grant stock options in coordination with the release of material nonpublic information.

As required by Item 402(x) of Regulation S-K under the Exchange Act, the following table presents information regarding options issued to our Named Executive Officers in fiscal year 2024 during any period beginning four business days before the (i) filing of a periodic report on Form 10-Q or Form 10-K or (ii) the filing or furnishing a current report on Form 8-K that discloses material nonpublic information, and ending one business day after the filing or furnishing of such report with the SEC.

Name	Grant date	Number of securities underlying the award	Exercise price of the award ($/Share)	Grant date fair value of the award (1)	Percentage change in the closing market price of the securities underlying the award between the trading day ending immediately prior to the disclosure of material nonpublic information and the trading day beginning immediately following the disclosure of material nonpublic information
Mariam Sorond	03/15/2024	370,031	$4.68	1,005,113	11.56%
Christian Gates	03/15/2024	138,761	$4.68	376,916	11.56%
Sanyogita Shamsunder	05/09/2024	182,582	$9.27	925,922	(6.05)%

(1) Represents the grant date fair value of the award, computed in accordance with ASC 718.

Compensation of Directors 

Compensation for Service

Beginning on May 16, 2024, the date our directors were elected at our 2024 Annual Meeting of Stockholders, and continuing until the next slate of directors are elected at the Annual Meeting, our non-employee directors are compensated for their services on our Board as follows (amounts are prorated for directors who did not hold a position for an entire year):

Annual Board Member Service Retainer:

•        All Non-Employee Directors (other than Lead Independent Director which is provided below): $45,000

Annual Committee Member Service Retainer (per committee):

•        Members of each committee: $5,000

Annual Committee Chair Service Retainer (in lieu of Annual Committee Member Service Retainer):

•        Chair of the Audit Committee: $20,000

•        Chair of the Compensation Committee: $10,000

•        Chair of the Nominating Committee: $10,000

Lead Independent Director:

•        Lead Independent Director: $100,000

Previously, directors who accept compensation received their full compensation in restricted shares for the first quarter of 2024 and then in cash for the remainder of the fiscal year of 2024. Directors do not receive a fee for attending meetings, but they are entitled to reimbursement of travel expenses relating to their service.

Share Transfer Agreement

On October 31, 2022, we entered into a Share Transfer Agreement (the “Share Transfer Agreement”) with the shareholders of Nestwave, SAS, a French société par actions simplifiée (as subsequently renamed, “NextNav France”), pursuant to which we acquired all of the issued shares of NextNav France. In connection with the transactions contemplated by the Share Transfer Agreement, we agreed to (1) issue shares of our common stock to certain shareholders of NextNav France and (2) file with the SEC certain registration statements covering the resale of such shares. We filed one such resale registration statement on October 13, 2023, and we filed a second resale registration statement on June 5, 2024.

Private Placement of 5.00% Senior Secured Convertible Notes due 2028

Note Purchase Agreement

On March 12, 2025, the Company entered into a Note Purchase Agreement with certain purchasers, including funds managed by affiliates of Fortress Investment Group LLC, a 10% or greater stockholder of the Company (“Fortress”), and an entity affiliated with Neil S. Subin, a director of the Company, and MILFAM entities, a 5% or greater stockholder of the Company (the “Subin Affiliated Entity”). Under the agreement, the Company agreed to sell, in a private placement pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, and Regulation D promulgated thereunder: (a) $190 million in aggregate principal amount of its 5.00% Senior Secured Convertible Notes due 2028 (the “2028 Notes”); and (b) warrants to purchase shares of the Company’s common stock.

Fortress purchased $50 million of the 2028 Notes, and the Subin Affiliated Entity purchased $6.3 million of the 2028 Notes. The private placement transaction was completed on March 27, 2025.

Indenture and Security Agreement

On March 27, 2025, the 2028 Notes were issued at an issue price of 100% of their principal amount pursuant to an indenture, among the Company, certain subsidiaries of the Company named therein as notes guarantors and GLAS Trust Company, LLC, as trustee and notes collateral agent. The guarantors agreed, jointly and severally, to unconditionally guarantee the due and punctual payment of the principal of, premium, if any, and interest on the 2028 Notes. The 2028 Notes were secured under a security agreement among the Company, the guarantors and GLAS Trust.

Warrants

On March 27, 2025, pursuant to the Note Purchase Agreement, the Company issued warrants to purchase an aggregate of 7,800,000 shares of common stock to two lead purchasers, including the warrants to purchase 3,900,000 shares of common stock to Fortress, with exercise prices ranging from $12.56 to $20.00 per share.

The exercise of the warrants is subject to a 4.9% beneficial ownership limitation, except for holders who (i) owned more than 4.9% of common stock immediately prior to the closing or (ii) elect to waive the limitation with at least 61 days’ prior written notice to the Company. Fortress beneficially owned more than 4.9% of the common stock prior to the closing and is not subject to this limit. Additionally, warrant exercises will not be permitted if, when aggregated with all other warrant exercises, they would result in the issuance of more than 19.9% of the Company’s outstanding common stock as of the business day immediately prior to the issuance date of the warrants, unless it is approved by the stockholders of the Company.

Registration Rights Agreement

The Company entered into a Registration Rights Agreement with the purchasers (including Fortress and the Subin Affiliated Entity) which provides that the Company will file a registration statement under the Securities Act registering the Warrants, the shares convertible from the 2028 Notes and the shares underlying the warrants within 35 calendar days of the closing date, and the Company agreed to cause any such registration statement to be declared effective within a certain period of filing. 

A summary of the terms of the private placement and copies of the documents related to the private placement, including the Note Purchase Agreement, the forms of the indenture, Security Agreement, Warrants and Registration Rights Agreement were included in the Current Report on Form 8-K filed by the Company with the U.S. Securities and Exchange Commission on March 13, 2025, which is incorporated herein by reference.

5% Holders

For information regarding on the beneficial owners of more than five percent of our common stock, including the basis for control and the percentage of voting securities owned, please see the “Security Ownership of Certain Beneficial Owners and Management” section of this Proxy Statement below.

The following table sets forth certain information known to us regarding the beneficial ownership of our common stock as of the Record Date (except where otherwise noted) by:

•        each of our Named Executive Officers;

•        each of our directors and director nominees;

•        all current directors and executive officers as a group; and

•        each stockholder known by us to own beneficially more than 5% of our outstanding shares of common stock.

Percentage ownership in the following table is based on 132,143,691 shares of our common stock outstanding as of the Record Date. We have determined beneficial ownership in the table in accordance with the rules of the SEC. In computing the number of shares beneficially owned by any person or group of persons and the percentage ownership of that person or group, shares of our common stock underlying options held by such person or group of persons that are currently exercisable or convertible, or will become exercisable or convertible by May 24, 2025 (which is the date that is 60 days following the Record Date), are deemed to be beneficially owned by such person and outstanding for the calculation of such person’s percentage ownership. However, we have not deemed these shares to be outstanding for computing the percentage ownership of any other person.

(2)             Based on information provided in a Schedule 13G/A filed on February 13, 2024. Represents (i) 13,235,166 shares and (ii) 25,000 warrants that are exercisable for 25,000 shares of our common stock (the “Warrant Shares”), all of which are directly held by Black Feathers, L.P. (f/k/a WOCAP Global Opportunity Investment Partners, L.P.), a Bermuda limited partnership (“Black Feathers LP”), whose general partner is OSI Capital Management LLC (“OSI”). The managers of OSI are Edward Neil Halliday (“Halliday”), Tivin Turchiaro (“Turchiaro”) and Roderick M. Forrest (“Forrest” and collectively with Halliday and Turchiaro, the “OSI Managers”). OSI, as the general partner of Black Feathers LP, and the OSI Managers, as the managers of OSI, may be deemed to beneficially own the shares of our common stock directly held by Black Feathers LP. The warrants (i) became exercisable on November 27, 2021, (ii) are exercisable at a price of $11.50 per Warrant Share and (iii) expire on October 28, 2026. The address for each of these entities is c/o OSI Capital Management LLC, ‘Victoria Place’ 31 Victoria Street, Hamilton, HM 10 Bermuda.

(3)              Based on information provided in a Schedule 13G/A filed on February 13, 2025. Joseph D. Samberg serves as trustee of The Joseph D. Samberg Revocable Trust (the “Revocable Trust”). The Revocable Trust directly holds 9,690,665 shares of our common stock. In addition, entities controlled by Mr. Samberg (the “Entities”) directly hold 2,430,000 shares of our common stock. As such, Mr. Samberg may be deemed to beneficially own the securities directly held by the Revocable Trust and the Entities. The principal business address of each of the reporting persons is 1091 Boston Post Road, Rye, New York 10580.

(4)              Based on information provided in a Schedule 13D/A filed by Charles L. Frischer on April 15, 2024. Includes warrants and options that are exercisable for shares of our common stock. The principal business address for Charles L. Frischer is 3156 East Laurelhurst Drive, Seattle, WA 98105.

(5)              Consists of (i) 4,594,568 shares of our common stock; (ii) warrants that are exercisable for 3,789,977 shares of our common stock and (iii) 17,740 shares of our common stock subject to restricted stock awards vested or to be vested within 60 days after the Record Date. Certain information is based on information provided in a Schedule 13D/A filed jointly by Neil S. Subin, MILFAM CI LLC SPARTACUS and MILFAM CI Management LLC on August 19, 2022, as subsequently updated based on a Form 4 filed by Mr. Subin on August 27, 2024. (i) 2,515,213 shares of our common stock and 250,000 warrants held by MILFAM Investments LLC that are exercisable for 250,000 shares of our common stock. (ii) 1,948,907 shares of our common stock and 3,539,977 warrants are held by MILFAM CI LLC SPARTACUS that are exercisable for 3,539,977 shares of our common stock. MILFAM CI LLC SPARTACUS is controlled by MILFAM CI Management LLC, which is owned and controlled by Neil Subin. Mr. Subin is also the President and Manager of MILFAM LLC, which serves as manager of Milfam Investments LLC, consequently, he may be deemed to share beneficial ownership of the shares of our common stock held by Milfam Investments LLC. Mr. Subin disclaims any beneficial ownership of the foregoing other than to the extent of any pecuniary interest he may have therein, directly or indirectly. In addition, 130,448 shares of our common stock and 17,740 shares of our commons stock subject to restricted stock awards vested or to be vested within 60 days after the Record Date are held by Mr. Subin. The business address for Mr. Subin and all entities described herein is 2336 SE Ocean Blvd, Suite 400, Stuart, Florida 34996.

(6)             Based on information provided in a Schedule 13G filed jointly by Capital Ventures International (“CVI”), Susquehanna Advisors Group, Inc. (“SAG”), G1 Execution Services, LLC (“G1”) and Susquehanna Securities, LLC (“SS LLC”) on January 16, 2025. CVI has sole voting and dispositive power over 4,814,630 of the reported shares, G1 has sole voting and dispositive power over 40,122 of the reported shares, and SS LLC has sole voting and dispositive power over 1,802,512 of the reported shares. CVI, SAG, G1 and SS LLC each has shared voting and dispositive power over all of the reported shares. Includes 3,605 warrants held by G1 that are exercisable for 3,605 shares of common stock. Includes options to buy 582,800 shares held by SS LLC. The principal business address for (i) CVI is P.O. Box 897, Windward 1, Regatta Office Park, West Bay Road, Grand Cayman, KY1-1103, Cayman Islands, (ii) G1 is 175 W. Jackson Blvd. Suite 1700, Chicago, IL 60604, and (iii) SAG and SS LLC is 401 E. City Avenue, Suite 220, Bala Cynwyd, PA 19004.

(7)             Consists of (i) 423,014 shares of our common stock and (ii) 115,634 shares of our common stock subject to options exercisable within 60 days after the Record Date.

(8)             Consists of (i) 150,124 shares of our common stock and (ii) 17,740 shares of our common stock subject to restricted stock awards to be vested within 60 days after the Record Date.

(9)             Consists of (i) 173,217 shares of our common stock and (ii) 42,740 shares of our common stock subject to restricted stock awards to be vested within 60 days after the Record Date.

(10)           Represents 17,740 shares of our common stock subject to restricted stock awards to be vested within 60 days after the Record Date.

(11)           Consists of (i) 13,353 shares of our common stock and (ii) 17,740 shares of our common stock subject to restricted stock awards to be vested within 60 days after the Record Date.

(12)           Represents 17,623 shares of our common stock subject to restricted stock awards to be vested within 60 days after the Record Date.

(13)           Consists of (i) 662,449 shares of our common stock, (ii) 313,551 shares of our common stock subject to options exercisable within 60 days after the Record Date, and (iii) 2,782 shares of our common stock subject to restricted stock units to be vested within 60 days after the Record Date.

(14)           Consists of (i) 54,775 shares of our common stock subject to options exercisable within 60 days after the Record Date, and (ii) 39,164 shares of our common stock subject to restricted stock units to be vested within 60 days after the Record Date.

(15)           Consists of shares of common stock beneficially owned by the named executive officers of the fiscal year 2024 and our other current executive officers and directors, including the shares described in footnotes 5 and 7 to 14 above and 7,876 additional shares of common stock beneficially owned by executive officers who are not named executive officers.