MESSAGE FROM OUR CO-CHAIRMAN AND CEO

Dear Stockholders:

We are pleased to invite you to join us for the 2023 Annual Meeting of Stockholders of Radius Global Infrastructure, Inc. (the “Annual Meeting”) to be held on June 22, 2023, at 8:30 a.m. Eastern Time, virtually over the internet at www.virtualshareholdermeeting.com/RADI2023.

At the Annual Meeting, we will be asking you to elect the five director nominees named in the attached Proxy Statement. Beginning on page 9, you will find detailed information about the qualifications of our director nominees, who we believe are a strong group to represent your interests. The attached Notice of Annual Meeting and Proxy Statement describe the other important business to be conducted at the Annual Meeting.

As we previously announced, on March 1, 2023, we entered into a definitive agreement under which EQT Active Core Infrastructure and the Public Sector Pension Investment Board will, through certain of their respective controlled affiliates, acquire Radius, which we see as an exciting next step for Radius and a great outcome for stockholders as it provides compelling value. This transaction is expected to close in the third quarter of 2023, subject to satisfaction of certain closing conditions. For additional information relating to the pending transaction, please refer to the preliminary proxy statement on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) on April 7, 2023 and other relevant materials that we have filed and may file with the SEC in connection with this pending transaction. You will not be asked to take any action at the Annual Meeting regarding this pending transaction.

On behalf of the Board of Directors and the Radius team, we would like to thank you for your continued support. We look forward to your participation at the Annual Meeting.

Sincerely,

William H. Berkman

Co-Chairman of the Board of Directors and Chief Executive Officer

Radius Global Infrastructure, Inc.

3 Bala Plaza East, Suite 502

Bala Cynwyd, PA 19004

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To the Stockholders of Radius Global Infrastructure, Inc.:

We will hold the 2023 Annual Meeting of Stockholders (the “Annual Meeting”) of Radius Global Infrastructure, Inc. (the “Company,” “Radius,” “we,” “us,” or “our”) on June 22, 2023 at 8:30 a.m. Eastern Time as a virtual meeting held entirely over the Internet. You will be able to attend the Annual Meeting, vote your shares electronically, and submit your questions during the meeting at www.virtualshareholdermeeting.com/RADI2023. Stockholders will be required to enter their control number to attend. Stockholders may also vote online prior to the meeting at www.proxyvote.com using the control number.

Items of Business:

These matters are described in the proxy statement (the “Proxy Statement”) accompanying this Notice of Annual Meeting. In addition, any other matters that properly come before the Annual Meeting or any adjournment or postponement thereof will be considered.

Stockholders of record of our Class A common stock and Class B common stock (including any restricted shares) and holders of our Founder Preferred Stock as of April 26, 2023 are entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement thereof.

We are pleased this year to take advantage of SEC rules that allow us to furnish our proxy materials, consisting of this Notice of Annual Meeting, the Proxy Statement, a proxy card, and our 2022 Annual Report to Stockholders (the “2022 Annual Report”) via the Internet. On or about the date of this Notice of Annual Meeting, we began mailing a notice of internet availability of proxy materials (the “notice of internet availability”) to stockholders of record as of the record date. The notice of internet availability contains an internet address and a control number unique to each stockholder. Please use that internet address and control number to access the Proxy Statement (which describes each of the matters to be considered at the Annual Meeting), the 2022 Annual Report and a proxy card, as well as instructions on how to request a paper copy of these proxy materials. This

process allows us to provide our stockholders with the information they need on a more timely basis, while reducing the environmental impact and lowering the costs of printing and distributing our proxy materials. Your vote is very important, and we encourage you to attend the Annual Meeting. However, whether or not you expect to attend the Annual Meeting, we urge you to access the website and vote electronically prior to the Annual Meeting. This will ensure the presence of a quorum at the meeting and that your shares are voted in accordance with your wishes. Voting electronically in advance of the meeting will not prevent you from voting your shares at the meeting if you desire to do so. You may revoke your proxy at any time before it is voted at the meeting in the manner described in the Proxy Statement.

The Board of Directors encourages you to review the accompanying Proxy Statement for information relating to each of the proposals and to cast your vote promptly.

By Order of the Board of Directors,

Jay L. Birnbaum

Senior Vice President, General Counsel and Secretary

April 28, 2023

TABLE OF CONTENTS

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PROXY STATEMENT SUMMARY

This summary highlights information contained elsewhere in this proxy statement (this “Proxy Statement”). It does not include all information that may be necessary for you to make a voting decision and you should read this Proxy Statement in its entirety before casting your vote.

Radius at a Glance

We are a holding company with no material assets other than cash and our limited liability company interests in APW OpCo LLC (“APW OpCo”), the indirect parent of AP WIP Investments, LLC (“AP WIP Investments”) and its consolidated subsidiaries (collectively, the “APW Group”). The APW Group is one of the largest international aggregators of rental streams underlying wireless and other essential communications infrastructure sites through the acquisition of real property interests and contractual rights.

On March 1, 2023, we entered into an Agreement and Plan of Merger (as it may be amended from time to time, the “Merger Agreement”) with APW OpCo, Chord Parent, Inc. (“Parent”), Chord Merger Sub I, Inc., a wholly owned subsidiary of Parent (“Merger Sub I”), and Chord Merger Sub II, LLC, a wholly owned subsidiary of Merger Sub I (“Merger Sub II”). The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, (a) Merger Sub II will be merged with and into APW OpCo (the “OpCo Merger”), with APW OpCo surviving the OpCo Merger as a subsidiary of Parent and the Company, and (b) Merger Sub I will be merged with and into the Company (the “Company Merger” and, together with the OpCo Merger, the “Mergers”), with the Company surviving the Company Merger as a subsidiary of Parent.

The closing of the Mergers (the “Closing”) is subject to the satisfaction or waiver of certain closing conditions and is currently expected to occur in the third quarter of 2023. As a result, the Company is continuing to hold the Annual Meeting on June 22, 2023 to act on the matters outlined below.

The Company’s stockholders will not be asked to take any action at the Annual Meeting regarding the Mergers.

Overview of Proposals

Proposal No. 1: Director Nominee Election

We are asking you to vote for the re-election of incumbent directors Paul A. Gould, Antoinette Cook Bush, Thomas C. King, Nick S. Advani, and Ashley Leeds, each to serve for a one-year term expiring at our 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting”).

Proposal No. 2: Ratification of Independent Registered Public Accounting Firm

We are also asking you to ratify our Audit Committee’s appointment of KPMG as our independent registered public accounting firm for the fiscal year ending December 31, 2023. Although stockholder ratification of the appointment of KPMG to serve as our independent registered public accounting firm is not required by law or our organizational documents, the Board of Directors (the “Board”) has determined that it is desirable to seek stockholder ratification as a matter of good corporate governance in the view of the critical role played by independent registered public accounting firms in maintaining the integrity of financial controls and reporting.

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Proposal No. 3: Advisory Vote on Executive Compensation

We are also asking you to approve, on an advisory basis, the compensation of our named executive officers as described in this Proxy Statement, referred to as the “say-on-pay” proposal.

Other Proposals

The Board is not aware of any other matters that will be brought before the Annual Meeting (other than procedural matters). If any other business should properly come before the Annual Meeting or any postponement or adjournment thereof, the persons named in the proxy will vote on such matters according to their best judgment. Discretionary authority to vote on such matters is conferred by such proxies upon the persons voting them.

Important Notice Regarding the Internet Availability of Proxy Materials

The Notice of Annual Meeting, the Proxy Statement and the 2022 Annual Report are available at www.proxyvote.com and during the meeting at www.virtualshareholdermeeting.com/RADI2023.

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IMPORTANT INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

Attending the Annual Meeting

This Proxy Statement is being furnished in connection with the solicitation by our Board of proxies in the accompanying form to be used at our 2023 Annual Meeting of Stockholders to be held on June 22, 2023 at 8:30 a.m., Eastern Time, and any continuation, postponement, or adjournment thereof. The Annual Meeting will be a completely virtual meeting conducted via live webcast. You will be able to attend and participate in the Annual Meeting, vote your shares electronically, and submit your questions prior to and during the meeting by visiting: www.virtualshareholdermeeting.com/RADI2023 and entering the control number included on your notice of internet availability or voting instructions to enter the meeting.

If your shares are registered directly in your name with our transfer agent, Computershare Trust Company, N.A., you are considered the stockholder of record with respect to those shares, and the notice of internet availability was sent directly to you by us. If your shares are held in a stock brokerage account or by a bank, trustee, or other nominee, you are considered the beneficial owner of such shares and your broker, bank, trustee, or other nominee is considered the stockholder of record, and the notice of internet availability or voting instructions are being forwarded to you by that organization.

There will not be a physical location for the Annual Meeting, and you will not be able to attend in person. We are holding the Annual Meeting as a virtual meeting in part because a virtual meeting relies on the types of digital infrastructure-related assets we own and continue to acquire and also eliminates the necessity of travel and thereby reduces the environmental impact of the Annual Meeting.

The virtual meeting platform is fully supported across major web browsers and multiple device types running the most updated version of applicable software and plugins. Participants should ensure that they have a strong internet connection wherever they intend to participate in the Annual Meeting. If you need any technical support with accessing or participating in the meeting, technical support lines are available 15 minutes prior to the start of the meeting at +1 844-986-0822 (US) and +1 303-562-9302 (International). If you want to submit a question or make a comment during the meeting, log into the virtual meeting platform at www.virtualshareholdermeeting.com/RADI2023, type your question into the “Ask a Question” field, and click “Submit”. Any emailed questions or comments will need to include your 16-digit control number in order to be addressed at the meeting.

Questions and comments submitted via the virtual meeting platform that are pertinent to meeting matters and in accordance with our meeting procedures will be addressed during the Annual Meeting. Questions and comments that are about personal concerns not shared by stockholders generally are not pertinent and will not be answered, and questions that use blatantly offensive language will be ruled out of order. Questions submitted will be generally addressed in the order received. We limit each stockholder to one question in order to allow us to answer questions from as many stockholders as possible. In the unlikely event that the asking of a large number of pertinent questions prohibits us from answering all pertinent questions, the remaining pertinent questions will be answered on the Investor Resources section of our website.

As permitted by SEC rules, we are making this Proxy Statement and our 2022 Annual Report to Stockholders (the “2022 Annual Report”) available to our stockholders electronically via the Internet. On or about April 28, 2023, we will mail to our stockholders of record the notice of internet availability containing instructions on how to access this Proxy Statement and the 2022 Annual Report and vote online. If you received a notice of internet availability by mail, you will not receive a printed copy of the proxy materials in the mail unless you specifically request them by following the instructions for requesting such materials contained on the notice of internet availability. The notice of internet availability instructs you how to access and review all of the important information contained in the Proxy Statement and 2022 Annual Report. The notice of internet availability also instructs you how you may submit your proxy over the Internet.

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Stockholders Entitled to Vote

The Board has set April 26, 2023 as the record date for the Annual Meeting. If you were the owner of our common stock at the close of business on the record date, you are entitled to vote at the Annual Meeting. Stockholders of record of our Class A common stock, par value $0.0001 per share (“Class A Common Stock”) and Class B common stock, par value $0.0001 per share (“Class B Common Stock”) are entitled to one vote for each share of common stock they held on the record date. Holders of shares of our preferred stock, par value $0.0001 per share, of the Company designated as either “Series A Founder Preferred Stock” or “Series B Founder Preferred Stock” (“Founder Preferred Stock”) are entitled to a number of votes equal to the number of shares of Class A Common Stock or Class B Common Stock, as applicable, into which each share of Founder Preferred Stock held of record by such holder could then be converted. As described more fully in our Certificate of Incorporation (the “Charter”), our Founder Preferred Stock is convertible into Class A Common Stock or Class B Common Stock, as applicable, on a one-for-one basis. Holders of any Series A LTIP Units, Series B LTIP Units, or Series C LTIP Units in APW OpCo (the “LTIP Units”) in tandem with their related Class B Common Stock and/or Series B Founder Preferred Stock, as applicable (the “Tandem Shares”), whether vested or unvested, are entitled to a number of votes equal to the number of votes that the shares of Class B Common Stock and/or Series B Founder Preferred Stock, as applicable, that are held in tandem with such LTIP Units are entitled.

At the close of business on the record date, there were (1) 99,664,040 shares of Class A Common Stock issued, outstanding and entitled to vote, (2) 10,255,811 shares of Class B Common Stock issued, outstanding and entitled to vote, and (3) 2,986,033 shares of Founder Preferred Stock (which includes 1,600,000 shares of Series A Founder Preferred Stock and 1,386,033 shares of Series B Founder Preferred Stock) issued, outstanding and entitled to vote.

A list of stockholders of record entitled to vote at the Annual Meeting will be open to examination by any stockholder, for any purpose germane to the Annual Meeting, during normal business hours for a period of ten days before the Annual Meeting at our corporate offices at 3 Bala Plaza East, Suite 502, Bala Cynwyd, PA 19004 and during the Annual Meeting on the Annual Meeting website.

Quorum

The holders of at least a majority in voting power of the outstanding capital stock of the Company entitled to vote thereat must be present at the Annual Meeting, either in person or represented by proxy, for the Company to hold the Annual Meeting and conduct business. This is called a “quorum.” Your shares will be counted as present at the Annual Meeting for quorum purposes if you either attend our Annual Meeting or properly submit your proxy prior to the Annual Meeting. Shares subject to a broker non-vote (as defined below) will also be counted as present for the purpose of determining the presence or absence of a quorum for the transaction of business at the Annual Meeting.

Voting Methods

Voting Before the Meeting

To vote your shares before the Annual Meeting, please follow the instructions for Internet or telephone voting in the notice of internet availability, your other proxy materials, or in your voting instructions. You may also vote by signing and submitting your proxy card and returning it by mail, if you are the stockholder of record, or by signing the voter instruction form provided by your bank or broker and returning it by mail, if you are the beneficial owner.

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Voting At the Meeting

Stockholders may vote and ask questions at the Annual Meeting by visiting www.virtualshareholdermeeting.com/RADI2023. To participate as a stockholder in the Annual Meeting, you will need your control number. However, we encourage you to vote before the Annual Meeting, even if you plan to attend the Annual Meeting, in order to ensure your shares will be represented whether or not you are able to attend the meeting.

Vote Requirements

Proposal No. 1: Director Nominee Election

For a director to be elected, the director must receive the affirmative vote of a majority of the votes cast in the election.

Proposal No. 2: Ratification of Independent Registered Public Accounting Firm

The affirmative vote of the majority of the shares present or represented by proxy at the meeting and entitled to vote on the matter is required to ratify the appointment of our independent registered public accounting firm.

Proposal No. 3: Advisory Vote on Executive Compensation (the “Say-on-Pay” Proposal)

The affirmative vote of the majority of the shares present or represented by proxy at the meeting and entitled to vote on the matter is required to approve, on a non-binding advisory basis, the compensation of our named executive officers.

How Your Shares Will Be Voted

You may vote “FOR” or “AGAINST” or may “ABSTAIN” with respect to each director nominee (Proposal No. 1), the ratification of the appointment of KPMG as our independent registered public accounting firm for the fiscal year ending December 31, 2023 (Proposal No. 2), and the Say-on-Pay Proposal (Proposal No. 3). If you abstain from voting on a director nominee in Proposal No. 1 or from voting on Proposal No. 2 or Proposal No. 3, your shares will be counted as present for purposes of establishing a quorum at the Annual Meeting. An abstention will have no effect on the outcome of the election of our directors, but will have the same effect as a vote “AGAINST” Proposal No. 2 and Proposal No. 3.

For certain proposals, brokers may not have discretionary authority to vote on a particular matter if they have not received specific instructions from the beneficial owner of the shares (“broker non-votes”). Banks, brokerage firms and other nominees who hold shares in street name for their customers generally have authority to vote on “routine” proposals such as the ratification of independent registered public accounting firms when they have not received instructions from beneficial owners. However, they are precluded from exercising their voting discretion with respect to the election of directors or non-routine matters. Broker non-votes will have no effect on the outcome of Proposal No. 1, Proposal No. 2, or Proposal No. 3.

If you are a stockholder of record and you properly sign and return a proxy card, your shares will be voted as you direct. If no instructions are indicated on such proxy card, shares otherwise represented by the proxy will be voted in the manner recommended by the Board on all matters presented in this Proxy Statement, namely “FOR” for all director nominees, “FOR” the ratification of the appointment of KPMG as our independent registered public accounting firm for the fiscal year ending December 31, 2023, and “FOR” the Say-on-Pay Proposal.

Revocability of Proxies

Any proxy given by a stockholder of record may be revoked by the person giving it at any time before the final vote at the Annual Meeting by submitting a written notice of revocation to Radius Global Infrastructure, Inc., 3 Bala Plaza East, Suite 502, Bala Cynwyd, PA 19004, or over the Internet or by phone by following the instructions

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included in your proxy materials. Stockholders may also revoke their proxy by entering a new vote over the Internet or by telephone, by signing and returning a new proxy card by mail (only your latest proxy submitted prior to the Annual Meeting will be counted), or by attending and voting at the online Annual Meeting.

If you are a beneficial owner and wish to revoke a prior instruction, you should follow the voting instructions you receive from your bank, broker, or other nominee to revoke your proxy or change your vote.

Solicitation of Proxies

Our Board is making this solicitation and we will bear the entire cost of preparing, assembling, printing, mailing, and distributing our proxy materials and soliciting proxies. Copies of solicitation materials may be furnished to brokers, custodians, nominees, and other fiduciaries for forwarding to beneficial owners of our common stock, and normal handling charges may be paid for such forwarding service. Officers and other of our employees, who will receive no additional compensation for their services, may solicit proxies by mail, email, via the Internet, personal interview, or telephone.

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PROPOSAL NO. 1: ELECTION OF DIRECTORS

Overview

Our Board consists of nine directors. All members of our Board are elected to serve until the next annual meeting of stockholders and until their successors have been elected and qualified. Pursuant to our governing documents, the holders of our Founder Preferred Stock are entitled to elect four directors, which individuals are currently Michael D. Fascitelli, William H. Berkman, Noam Gottesman, and William D. Rahm, without any vote of the holders of our common stock. Furthermore, pursuant to the Centerbridge Subscription Agreement (as defined below), the Centerbridge Entities (as defined below) are entitled to nominate one director to our Board, which currently is William D. Rahm. See “Certain Relationships and Related Person Transactions – Shareholders Agreement – Founder Directors” and “Certain Relationships and Related Person Transactions – Centerbridge Agreements – Centerbridge Director Nominee” below for more information.

The Nominating and Corporate Governance Committee has recommended, and the Board has approved, the nomination of each of the five director nominees below to stand for election at the Annual Meeting.

Each of the nominees has consented to serve if elected. However, if any of the nominees fails to stand for election, declines to accept election, or is otherwise unavailable for election prior to our Annual Meeting, proxies solicited by our Board will be voted by the proxy holders for the election of any other person or persons as the Board may recommend, or our Board, at its option, may reduce the number of directors that constitute the entire Board.

Director Qualifications

The Nominating and Corporate Governance Committee of the Board is tasked with annually considering the size, composition, and needs of the Board and, as appropriate, recommending the nominees for directors to the Board for approval. The Nominating and Corporate Governance Committee selects individuals as director nominees for election or appointment to the Board who have the highest personal and professional integrity, who have demonstrated exceptional ability and judgment, who are most effective, in conjunction with the other Board members or nominees to the Board, in collectively serving the long-term interests of the Company’s stockholders, and who satisfy such other qualifications as the Board determines from time-to-time. In evaluating such nominees for election or appointment to the Board, the Committee takes into consideration the following attributes, which are desirable for a member of the Board: leadership, independence, interpersonal skills, financial acumen, business experience, industry knowledge, and diversity, and other attributes as required by applicable law or listing standards.

We are committed to ensuring diverse representation among our Board members and must comply with applicable Nasdaq Stock Market (“Nasdaq”) and SEC requirements with respect to Board composition and diversity. Presently, two of our directors are women, and two directors are underrepresented minorities. The Board evaluates each individual in the context of the Board as a whole, with the objective of assembling a group that can best maximize the success of the business and represent stockholder interests through the exercise of sound judgment using its diversity of experience in these various areas. The Nominating and Corporate Governance Committee considers diversity in its consideration of the composition of the Board and the criteria for Board membership and in its assessment of the effectiveness of the Board and its committees. In considering diversity, the Nominating and Corporate Governance Committee looks at a range of different personal factors, including leadership, independence, interpersonal skills, financial acumen, business experience, industry knowledge, and diversity of viewpoints, experience, race, ethnicity, gender, age, cultural and personal background, and other attributes as required by applicable law or listing standards.

Stockholder Nominations

The Nominating and Corporate Governance Committee will review and evaluate candidates submitted by stockholders for election to the Board, taking into consideration whether nominations are in accordance with the

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procedures to nominate directors set forth in our bylaws. Any stockholder who wishes to recommend a candidate for consideration by the Nominating and Corporate Governance Committee should follow the procedures described later in this Proxy Statement under the heading “Stockholder Proposals and Nominations for Next Year’s Annual Meeting.”

Board Composition

Set forth below are some of the knowledge, skills, and experiences possessed by the nominees for election to the Board and the Founder Directors (as defined below), as well as personal attributes of diversity. The director skills matrix below represents some of the key skills that our Board has identified as particularly valuable to the effective oversight of the Company and the execution of our corporate strategy, and the number of directors that have that skill. The board diversity matrix below sets forth the self-identified gender identity and demographic diversity attributes of each of our directors. Each of the categories listed in the board diversity matrix has the meaning used in Nasdaq Rule 5605(f). The director skills matrix and board diversity matrix are not intended to be exhaustive lists of each of our director nominees’ skills, diversity attributes, or contributions to our Board.

Director Skills Matrix

Board Diversity Matrix (As of April 26, 2023)

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Nominees

Biographical information for each person nominated for election as a director at the Annual Meeting is set forth below, including age, term of office, and business experience, including directorships with other publicly traded companies during the past five years. In addition, for each person, we have included information regarding the business or other experience, qualifications, attributes, or skills that factored into the determination by the Nominating and Corporate Governance Committee and our Board that each such person should continue to serve as a director.

Paul A. Gould

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Antoinette Cook Bush

10

Thomas C. King

11

Nick S. Advani

12

Ashley Leeds

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Founder Directors

Pursuant to our governing documents, the holders of our Founder Preferred Stock are entitled to elect four directors, which individuals are currently William H. Berkman, Michael D. Fascitelli, Noam Gottesman and William D. Rahm.

William H. Berkman

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Michael D. Fascitelli

15

Noam Gottesman

16

William D. Rahm

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CORPORATE GOVERNANCE AND OUR BOARD OF DIRECTORS

Board Leadership and Governance Structure

The following table details certain basic information on our directors, the composition of the Board and its Audit, Compensation and Nominating and Corporate Governance Committees and the number of meetings held by the Board and each such committee during the year ended December 31, 2022:

Responsibilities of the Board

The directors are responsible for carrying out the Company’s objectives, implementing its business strategy and conducting its overall supervision. Acquisition, divestment, and other strategic decisions will all be considered and determined by the Board.

The Board seeks to provide leadership within a framework of prudent and effective controls. The Board establishes the corporate governance values of the Company and has overall responsibility for setting the Company’s strategic aims, defining the business plan and strategy, and managing the financial and operational resources of the Company.

Consistent with the Governance Guidelines (discussed below), the Board schedules quarterly meetings and holds additional meetings as and when required.

Composition of the Board

The Board currently consists of nine directors. The Charter provides that, so long as the Founder Entities (as defined in the Charter), their affiliates, and their permitted transferees under the Shareholders Agreement (as defined below) in the aggregate hold 20% or more of the issued and outstanding Founder Preferred Stock (as defined in the Charter), the holders of such shares will, acting together, have the right to appoint four of the nine directors on the Board (such directors, the “Founder Directors”), two appointed by William H. Berkman and Berkman Family Investments, LLC, which is an affiliate of Mr. Berkman (“BF Investments”) and two appointed by Digital Landscape Partners Holding LLC. The Founder Directors currently serving on the Board are Michael D. Fascitelli, William H. Berkman, Noam Gottesman, and William D. Rahm. Messrs. Berkman and Rahm are designees of William H. Berkman, BF Investments, Scott Bruce, and Richard Goldstein (collectively, the “AG Group”) and Messrs. Fascitelli and Gottesman are designees of Digital Landscape Partners Holding LLC.

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So long as any Founder Directors are serving on the Board, the AG Group will have the right to designate a majority of the Nominating and Corporate Governance Committee and at least four-ninths of each committee of the Board will comprise Founder Directors or other directors selected by them. Pursuant to the Shareholders Agreement, BF Investments, in its capacity as agent, proxy and attorney-in-fact for the AG Group (the “AG Investors’ Representative”), also has the ability to select a majority of the members of the Nominating and Corporate Governance Committee. Further, so long as the Founder Preferred Stock remains outstanding, the Company will not be permitted to increase the size of the Board to more than nine Directors without the prior vote or consent of the holders of at least 80% in voting power of the outstanding Founder Preferred Stock.

Finally, pursuant to a subscription agreement, dated as of November 20, 2019 and amended and supplemented as of February 7, 2020 (the “Centerbridge Subscription Agreement”), with Centerbridge Partners Real Estate Fund, L.P., Centerbridge Partners Real Estate Fund SBS, L.P. and Centerbridge Special Credit Partners III, L.P. (collectively, the “Centerbridge Entities”), so long as the Centerbridge Entities hold at least 50% of the shares purchased under the Centerbridge Subscription Agreement, they are entitled to nominate one director to our Board, subject to such person’s reasonable approval by the Company. William D. Rahm currently serves as the director nominee of the Centerbridge Entities on the Board.

For more information, see “Certain Relationships and Related Party Transactions – Shareholders Agreement” and “Certain Relationships and Related Party Transactions – Centerbridge Agreements – Centerbridge Subscription Agreement.”

Independence of the Board

The composition of the Board and its committees is subject to the independence standards set forth under Nasdaq corporate governance listing standards applicable to domestic U.S. issuers (the “Nasdaq Governance Standards”) as well as the Code of Conduct (as defined below) that has been adopted by the Board. The Nasdaq independence definition includes a series of objective tests, including that a director is not, and has not been for at least three years, one of our employees and that neither a director nor any of the director’s family members have engaged in certain business dealings with us. The Board has determined that each of the independent directors is independent under these bright line tests. In addition, as required by the Nasdaq Governance Standards, the Board has made a subjective determination as to each independent director that no relationships exist, which, in the opinion of our Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

Based on information provided by each director concerning the director’s background, employment, and affiliations, we believe that all of the directors other than Mr. Berkman are “independent” directors for the purposes of the Nasdaq Governance Standards. Mr. Berkman, who serves as our Chief Executive Officer, is not considered to be independent.

Code of Conduct and Governance Guidelines

The Company is firmly committed to high standards of corporate governance and maintaining a sound framework through which the strategy and objectives of the Company are set and the means of attaining these objectives and monitoring performance are determined.

The Company has adopted a Code of Business Conduct and Ethics (the “Code of Conduct”) that applies to all of our and our subsidiaries’ employees, officers, and directors. The Code of Conduct addresses, among other things, compliance with law, rules and regulations, conflicts of interest, corporate opportunity requirements, competition and fair dealing, diversity and inclusion (“DEI”), anti-discrimination and harassment, health and safety, financial controls and reporting, confidentiality, environmental and social responsibility, proper use of company assets, and the process for reporting violations of the Code of Conduct or any other company policy or any illegal or unethical behavior (including the Company’s whistleblower policy and procedure). The Code of Conduct is reviewed at least

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once annually, is updated when appropriate, and is available on our website in the “Environmental, Social, and Governance – Governance” section of our corporate website at www.radiusglobal.com. The Audit Committee is responsible for overseeing the Code of Conduct and any waivers of the Code of Conduct for directors or executive officers may be made only by the Board. Any amendments to the Code of Conduct, or any waivers of its requirements for directors or executive officers, will be disclosed on our website or in filings under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as required by applicable law or regulation.

The Board has also adopted Corporate Governance Guidelines (the “Governance Guidelines”) that it believes reflect the Board’s commitment to monitor and oversee the effectiveness of policy- and decision- making both at the Board and at the senior management level. The Governance Guidelines address, among other things, director independence, director qualification and criteria (including that the criteria shall reflect the Board’s commitment to a diverse pool of individuals from which nominees may be selected), director retirement and tenure, director resignation, Board duties and responsibilities, frequency and confidentiality of Board meetings, director communication, director access to management, employees and outside counsel and auditors, director and Board performance evaluation and conflicts of interest. The Governance Guidelines are reviewed at least once annually, are updated when appropriate, and are available in the “Environmental, Social, and Governance – Governance” section of our corporate website at www.radiusglobal.com.

Board Leadership Structure

William H. Berkman and Michael D. Fascitelli currently serve as Co-Chairmen of the Board. Mr. Berkman also serves as our Chief Executive Officer. The Board believes that having two Co-Chairmen of the Board creates an environment that encourages objective oversight of management’s performance and enhances the effectiveness of the Board as a whole. The Board also has concluded that our current board leadership structure is appropriate at this time. However, our bylaws and Corporate Governance Guidelines provide the Board with flexibility to designate only one Chairman of the Board or to combine or separate the positions of Chairman and Chief Executive Officer and to appoint a lead director in accordance with its determination that utilizing one or the other structure would be in the best interests of the Company. The Board does not currently have a lead independent director, but Mr. Fascitelli serves as an independent Co-Chairman. The Board will continue to review periodically our leadership structure and may make such changes in the future as it deems appropriate.

Environmental, Social and Governance Matters

We are focused on strengthening our commitments to environmental, social and governance (“ESG”) goals through our business practices and strategies. We have made progress on our objectives with respect to human capital management by focusing on areas such as culture, diversity, equity, and inclusion among our employees and the Board, including specifically by offering our employees more programs and training and support with internal steering committees aimed at creating new strategies and initiatives for the Company. Our Statement of Diversity, Equity and Inclusion (“DEI”), published on our corporate website, outlines many of our commitments and positions on DEI, and we have undertaken to promote DEI across our workforce and to position all employees to succeed, using employee surveys and other stakeholder information to help guide us. In August 2022, we released our first ESG report, which is also available on our website and provides an overview of our ESG strategies and initiatives. Information contained on or made available through our website is not incorporated into, and is not a part of this Proxy Statement, and any references to our website are intended to be inactive textual references only.

Board and Management Oversight of ESG

The Company, its directors and management take the principles of good governance and corporate citizenship seriously. We have continued developing and building a broader ESG strategy and are strengthening our ESG disclosure practices, including through the release of our first ESG report and issuance of our DEI statement in 2022.

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Our Nominating and Corporate Governance Committee oversees the Company’s ESG strategy and our Compensation Committee Charter oversees the Company’s DEI policies and procedures. To support the Nominating and Corporate Governance Committee and the Compensation Committee in these efforts, we maintain a management/employee-level ESG Steering Committee and a management-level DEI Steering Committee consisting of leaders from different disciplines and job functions across our organization. The ESG Steering Committee meets at least monthly and reports directly to our executive officer management team, which is responsible for communicating with the Nominating and Corporate Governance Committee on a quarterly basis regarding the Company’s ESG efforts and recommendations. The DEI Steering Committee meets at least monthly and reports directly to our executive officer management team, which is responsible for communicating with the Compensation Committee on a quarterly basis regarding the Company’s DEI efforts and recommendations.

Human Rights

We promote human rights as an essential value of the Company and vital to the operation of our global business. Our commitment to human rights is memorialized in our Code of Conduct, and in February 2022, we released a Human Rights Statement that publicly outlines our values on human rights issues. The Human Rights Statement reiterates that we will not infringe on the rights of others and will endeavor to address adverse human rights impacts on the communities in which we conduct our business. We expect our employees to share this commitment to ensure we all respect and support human rights.

Cybersecurity and Data Privacy

Our Audit Committee is responsible for overseeing the Company’s policies and procedures as they apply to Risk Assessment and Risk Management, including Information Technology, cybersecurity, and data privacy. The Audit Committee meets quarterly with our Chief Operating Officer, Chief Information Officer who leads our dedicated cybersecurity team, and additional members of our Executive Leadership Team. The Audit Committee and our Board collectively review the Company’s cybersecurity posture annually and ensure that cybersecurity is considered daily as a critical element of business strategy, financial planning, and capital allocation.

To date, the Company has not suffered a material cybersecurity incident. Our Company’s cybersecurity efforts include ongoing engagements with cybersecurity firms who continually assess our IT security posture and conduct annual penetration tests. To ensure preparedness, the Company mandates that all employees participate in annual cybersecurity training, performs “attack simulation training” for all employees at least quarterly, and performs a “tabletop exercise” at least annually. Additionally, the Company has invested heavily in cybersecurity, including in multiple prophylactic tools that work continually to guard the cyber environment, and maintains a substantial cybersecurity insurance policy.

The Company has developed, documented, and socialized a variety of policies to set expectations between management and the employee base. Those policies are supported by standard operating procedures (“SOPs”) that guide employees through validated and repeatable processes. A subset of those policies and SOPs describe how the Company responds to incidents (cyber or otherwise).

In addition, to manage the cybersecurity program across business units, the Company staffs a Data Privacy Steering Group that meets quarterly or “as needed” with the objective of reviewing internal data privacy practices, including how we collect, use, and disclose personal data, manage data-related risk, develop risk management plans, enhance the existing data protection framework and internal controls, implement new processes to further protect data and comply with data protection laws, assess the impact of new data privacy laws and proposed amendments to existing laws, closely monitor the development of relevant legislation, and coordinate annual data-related employee training programs to expand awareness of our policies, procedures, and applicable laws. The Company is also pursuing ISO 27001 certification.

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Board Committees

The Board has established an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee. Each of these three standing committees operates pursuant to written charters that are reviewed at least once annually, are updated when appropriate, updated, and are available in the “Environmental, Social, and Governance – Governance” section of our corporate website at www.radiusglobal.com. If the need should arise, the Board may set up additional committees as appropriate.

So long as any Founder Directors are serving on the Board, the AG Group will have the right to designate a majority of the Nominating and Governance Committee, and at least four-ninths of each committee of the Board will be comprised of Founder Directors or other directors selected by them. See “Board Leadership and Governance Structure – Composition of the Board” above.

Audit Committee

The purpose of the Audit Committee is to have and exercise the power and authority of the Board relating to (i) the Company’s financial statements and financial reporting process, (ii) the independence and qualifications of the Company’s independent auditors, (iii) the Company’s systems of internal accounting and financial controls and (iv) the Company’s legal and regulatory compliance and ethics programs.

The Audit Committee is responsible for, among other things:

In addition, the Audit Committee has the exclusive power (except where such power is expressly delegated to another committee) to review and approve transactions with related persons (as described in Item 404 of Regulation S-K).

The Audit Committee is currently comprised of three members: Thomas C. King, Antoinette Cook Bush, and Ashley Leeds. The Audit Committee is chaired by Thomas C. King, whom the Board has determined is an audit committee financial expert as defined in Item 407 of Regulation S-K. The Board has reviewed the background, experience, and independence of the Audit Committee members. Based on this review, the Board has determined that each member meets the independence and other requirements of the Nasdaq Governance Standards.

Compensation Committee

The purpose of the Compensation Committee is to have and exercise the power and authority of the Board relating to the design and implementation of the Company’s executive compensation program and plans, the compensation of the Company’s executive officers and directors and the review of the Company’s executive succession plan.

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The Compensation Committee is responsible for, among other things:

The Compensation Committee is currently comprised of four members: Michael D. Fascitelli, William D. Rahm, Nick S. Advani and Paul A. Gould. The Compensation Committee is chaired by Michael D. Fascitelli. The Board has reviewed the background, experience, and independence of the Compensation Committee members. Based on this review, the Board has determined that each member meets the independence requirements of the Nasdaq Governance Standards.

The Compensation Committee has the authority to create one or more subcommittees, with each subcommittee to consist of one or more members of the Compensation Committee, and to delegate to a subcommittee any or all of the powers and authority of the Compensation Committee as it may deem appropriate in its sole discretion. Further, to assist in carrying out its responsibilities, the Compensation Committee is authorized to retain the services of independent advisors. The Compensation Committee engaged Ferguson Partners Consulting (“FPC”), a national compensation consulting firm, to serve as an independent consultant to the Compensation Committee. FPC provided advice to the compensation committee on matters related to, among other things:

The Compensation Committee has determined that FPC is independent pursuant to the Company’s Compensation Committee Charter and Nasdaq rules. The Compensation Committee has sole authority to select, retain or terminate its executive compensation consultants and to approve their fees and other retention terms.

Compensation Committee Interlocks and Insider Participation

None of the directors who currently serve or in the past year have served, on the Compensation Committee (i) serve, or in the past year have served, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving as a member of the Board, (ii) are, or in the past year have been, an officer or employee of the Company or its subsidiaries (including the APW Group) or (iii) have, or in the past year have had, any other relationships requiring disclosure by us under the SEC’s rules requiring disclosure of certain relationships and related party transactions by Compensation Committee members.

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Nominating and Corporate Governance Committee

The purpose of the Nominating and Corporate Governance Committee is to have and exercise the power and authority of the Board relating to the (i) identification of qualified individuals to be elected or appointed to the Board (other than the Founder Directors), consistent with qualifications and criteria approved by the Board (and as required by Nasdaq and the SEC), (ii) selection of nominees for election or appointment to the Board (other than the Founder Directors), (iii) development of a set of corporate governance principles applicable to the Company, (iv) the process for the evaluation of the Board, and (v) oversight of the Company’s ESG strategy.

The Nominating and Corporate Governance Committee is responsible for, among other things (subject to the rights of the holders of Founder Preferred Stock as described under “Board Leadership and Governance Structure – Composition of the Board” above):

Pursuant to the Shareholders Agreement, the AG Investors’ Representative, which is an affiliate of William H. Berkman, has the ability to select a majority of the Nominating and Corporate Governance Committee. See “Certain Relationships and Related Party Transactions – Shareholders Agreement – Founder Directors.”

The Nominating and Corporate Governance Committee is currently comprised of four members: Paul A. Gould, Noam Gottesman, Nick S. Advani, and Ashley Leeds. The Nominating and Corporate Governance Committee is chaired by Paul A. Gould. The Board has reviewed the background, experience, and independence of the Nominating and Corporate Governance Committee members. Based on this review, the Board has determined that each member meets the independence requirements of the Nasdaq Governance Standards.

Transaction Committee

In addition to the three above-referenced standing committees, on May 24, 2022, the Board established a committee (the “Transaction Committee”), consisting of Thomas C. King, Nick S. Advani, Antoinette Cook Bush, and Ashley Leeds, to review, consider, evaluate, negotiate, accept, reject, and recommend any possible strategic transactions outside the Company’s ordinary course of business, including transactions involving a sale, merger or other similar transaction of or by the Company, with the potential to increase value to the stockholders of the Company, including the Mergers, in which one or more officers, directors, stockholders, or affiliates of the Company may have material interests that would be additional to and/or materially different from the interests of disinterested stockholders of the Company. The Transaction Committee is chaired by Mr. King. During 2022, the Transaction Committee met 15 times.

Meeting Attendance

During 2022, each director attended at least 75% of the aggregate of the regularly scheduled and special meetings of the Board and meetings of each committee of the Board on which such director served for the period in which such director served. Management of the Company maintains regular communications with the directors so even those who may not be able to attend a meeting are fully informed of the subject matter of the meetings, have the opportunity to discuss the subject matter with management and the other directors prior to the

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meetings, and are also notified of any specific actions or discussions that occurred at any meeting they were unable to attend. Seven of the directors serving at the time attended the 2022 Annual Meeting of Stockholders. The Board does not have a formal policy with respect to Board member attendance at annual meetings of stockholders, but all members of the Board are encouraged to attend.

Other Governance Matters

Role of the Board in Risk Oversight

The Board administers its role in the oversight of risk directly through the Board as a whole, as well as through various standing committees of the Board that address risks inherent in their respective areas. In particular, the Board monitors and assesses strategic risk exposure and the Audit Committee oversees our major financial risk exposures and the steps our management has taken to monitor and control these exposures. The Audit Committee also monitors compliance with legal and regulatory requirements and considers and approves or disapproves any related person transactions. The Nominating and Corporate Governance Committee monitors the effectiveness of our corporate governance practices and of the Board, as well oversight of ESG matters and related risks The Compensation Committee assesses and monitors whether any of our compensation policies and programs have the potential to encourage excessive risk-taking. While each committee evaluates certain risks and oversees the management of such risks, our entire Board is regularly informed about the risks overseen by the committees through committee reports.

Risk assessment and oversight are an integral part of our governance and management processes. The Board encourages management to promote a culture that incorporates risk management into our corporate strategy and day-to-day business operations. Management discusses strategic and operational risks at regular management meetings and conducts specific strategic planning and review sessions during the year that include a focused discussion and analysis of the risks facing us. Throughout the year, senior management reviews these risks with the Board at regular board meetings as part of management presentations that focus on particular business functions, operations or strategies and presents the steps taken by management to mitigate or eliminate such risks.

Business Ethics and ESG

Our Code of Conduct emphasizes the importance of ESG and DEI matters, including the goal to do business in an environmentally responsible manner and a commitment to seeking an inclusive and diverse work environment in which all individuals are treated with respect and dignity. We conduct annual employee training that includes training on anti-bribery and corruption, diversity, equity and inclusion, sexual harassment, and other ethics topics. The Audit Committee oversees the Code of Conduct, including the whistleblower policy contained therein, as well as compliance with our Foreign Corrupt Practices Act and Anti-Bribery Compliance Policy, Related Party Policy, and Anti-Fraud Policy.

Prohibition of Hedging

Our Securities Trading Policy prohibits those employed by or associated with the Company from entering into (1) short sales of the Company’s securities, (2) transactions in publicly traded options in the Company’s securities, such as puts, calls, collars, or other derivative securities, on an exchange or in any other organized market, or (3) hedging or monetization transactions or similar arrangements designed to hedge or offset any decrease in the market price of the Company’s securities.

Stock Ownership Requirement

We have adopted a stock ownership requirement for our executives and our non-employee directors. Our stock ownership policy is intended to increase the alignment of interests between our executives and

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stockholders. The guidelines of peers and, on a broader basis, industry practices were considered in developing this policy. Our policy provides the following:

Equity that qualifies toward satisfaction of the share ownership requirement shall include, but not be limited to, the following:

Options and performance-based awards do not qualify toward meeting an individual’s respective requirement.

To satisfy the ownership requirement, an individual subject to the policy must satisfy the ownership requirement by November 12, 2025 (unless such individual became subject to the policy after November 12, 2020, in which case the requirement will need to be satisfied within five years of the date such person becomes subject to the policy). If an individual’s stock ownership requirement is not satisfied by the end of the five-year period, then the individual shall not be required to purchase any shares of the Company (because of the market and price potential fluctuations) in the open market but instead is required to retain 100% of the net after tax (and any applicable exercise costs) amount of any equity held, and subsequently awarded, until such minimum requirement is met.

The Compensation Committee is responsible for monitoring the application of our stock ownership policy. Each of our named executive officers (“NEOs”) and independent directors is in compliance with our policy.

Whistleblower Policy

We are committed to an environment where open, honest communications are the expectation, not the exception. If an employee believes they have been subjected to any form of a policy violation or unlawful discrimination, a written complaint should be provided to their supervisor or Human Resources as described in our Code of Conduct.

In situations where employees prefer to place an anonymous report in confidence, they are encouraged to use our whistleblower hotline, hosted by EthicsPoint. Employees are encouraged to submit reports relating to

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violations stated in the Code of Conduct, as well as ask for guidance related to policies and procedure and provide positive suggestions and stories.

Reported violations are considered on a confidential and, where requested, anonymous basis, and are investigated in a timely manner. Any complaint should be specific and should include the names of the individuals involved and the names of any witnesses. We immediately undertake an investigation and attempt resolution, with actions taken as necessary and escalation to the Audit Committee where appropriate. If we determine that unlawful discrimination has occurred, remedial action will be taken commensurate with the severity of the offense. Appropriate action will also be taken to deter any future discrimination. To the extent appropriate, we will inform the person filing the complaint and the person alleged to have committed the conduct of the results of the investigation. We will take appropriate action to remedy any loss to the employee as a result of the discrimination. We will not retaliate against the employee for filing a complaint and will not knowingly permit retaliation by any other employees.

Our whistleblower hotline is also available to all external stakeholders through our corporate website to anonymously report concerns and ask relevant questions. All cases highlighted through this channel are investigated, with actions taken as necessary and escalation to the Audit Committee where appropriate.

Communications with the Board

The Board has adopted a procedure for receiving and addressing communications from our stockholders. Stockholders who wish to communicate with the Board, any group of directors or any individual director can write to: Chairman of the Board, Radius Global Infrastructure, Inc., 3 Bala Plaza East, Suite 502, Bala Cynwyd, PA 19004. The Chairman or an officer delegated by the Chairman shall review all such correspondence and maintain a log of all such correspondence and forward to the directors copies of all correspondence that, in the opinion of the Chairman or a delegated officer, deal with the functions of the Board or committees thereof or that the Chairman or a delegated officer otherwise determine requires their attention. The Chairman or a delegated officer may screen frivolous or unlawful communications and commercial advertisements. Directors may at any time review the log.

Concerns relating to accounting, internal controls or auditing matters should immediately be brought to the attention of the Chair of the Audit Committee or their designee and handled in accordance with procedures established by the Audit Committee with respect to such matter (including through our third-party confidential reporting system as indicated in the Code of Conduct).

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DIRECTOR COMPENSATION

Director Compensation Table

The following table summarizes the compensation earned or paid to our non-employee directors for the fiscal year ended December 31, 2022.

Director Compensation Policy

Pursuant to the Board’s non-employee director compensation policy, for 2022, each of the independent directors was eligible to receive annual director fee compensation with a total value of $150,000 (prorated for any partial year of service) with up to 50% of such compensation value in cash and at least 50% in the form of restricted stock. The other half of such annual fee is paid in cash in quarterly arrears; provided that each such director may elect at the beginning of each year of service (or at the beginning of such director’s term) to receive some or all of the cash component of their annual director fee in the form of additional restricted shares of Class A Common Stock subject to the same valuation and vesting criteria as the other restricted shares of Class A Common Stock granted to such director for such year of service. Pursuant to this policy, Messrs. Advani, Gould and King and Mses. Bush and Leeds elected to receive all of such annual fee for 2022 in the form of restricted shares of Class A Common Stock, the number of such shares based on the closing price of the Company’s Class A Common Stock on the grant date. These restricted shares vested (i.e., the restriction lapsed) on February 10, 2023. Non-employee directors are also paid the following annual fees, in quarterly arrears, for service on committees of the Board (also prorated for any partial year of service): $25,000 for the Chair of the Audit Committee and $12,500 for other members of the Audit Committee; $20,000 for the Chair of the Compensation Committee and $10,000 for other members of the Compensation Committee; and $15,000 for the Chair of the Nominating and Corporate Governance Committee and $7,500 for other members of the Nominating and Corporate Governance Committee. In addition, the Chair of the Transaction Committee was paid $35,000 and other members of the Transaction Committee were paid $25,000 pursuant to Board resolutions establishing the Transaction Committee. Messrs. Fascitelli and Gottesman elected not to receive the annual director fee compensation in respect of their services on the Board for 2022. Mr. Rahm has elected not to receive compensation in respect of his service on the Board (or any committee) so long as any of the Centerbridge Entities are investors in the Company.

Additionally, the Company will reimburse each director for travel, hotel and other expenses incurred in connection with performing their duties as a director.

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PROPOSAL NO. 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT

REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee has appointed KPMG as our independent registered public accounting firm to audit our financial statements for the fiscal year ending December 31, 2023 and is asking stockholders to ratify this appointment at the Annual Meeting.

KPMG has audited our financial statements annually beginning with 2020 and audited the financial statements of the APW Group for the years ended December 31, 2019 and 2018 as well as the financial statements of Landscape Acquisition Holdings Limited as of October 31, 2019 and 2018 in accordance with Public Company Accounting Oversight Board (“PCAOB”) standards in connection with our listing on Nasdaq, and has audited the financial statements of the APW Group annually since 2010. A representative of KPMG is expected to attend this year’s Annual Meeting, will have the opportunity to make a statement, if desired, and will be available to respond to appropriate questions. In making its recommendation to the Board to select KPMG as our independent registered public accounting firm for 2023, the Audit Committee determined that retention of KPMG is in the best interests of the Company and our stockholders. Information regarding fees billed by KPMG for our 2022 and 2021 fiscal years is set forth under “Relationship with Independent Registered Public Accounting Firm” below.

Our bylaws do not require that stockholders ratify the appointment of our independent registered public accounting firm. However, we are seeking ratification because we believe it is a matter of good corporate governance. In the event that stockholders fail to ratify the appointment, the Audit Committee will reconsider whether to retain KPMG, but may ultimately determine to retain KPMG as our independent registered public accounting firm. Even if the appointment is ratified, the Audit Committee, in its sole discretion, may direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that it is advisable to do so.

Relationship with Independent Registered Public Accounting Firm

The following table shows the fees that KPMG billed us for professional services rendered for 2022 and 2021 and includes audit fees expected to be billed in 2022 in connection with the audit of our financial statements as of and for the year ended December 31, 2022 (in thousands of dollars):

Audit Fees

“Audit Fees” include fees for professional services provided by KPMG in connection with the audit of our annual financial statements, review of quarterly financial statements included in our quarterly reports on Form 10-Q and audits of subsidiary annual financial statements required under certain debt agreements or local statutory requirements.

Audit-Related Fees

“Audit-Related Fees” includes fees for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not included above under “Audit Fees.” Specifically, Audit-Related Fees incurred in 2022 primarily consisted of fees for professional services rendered in connection with providing access for third party workpaper reviews, and in 2021, such fees were incurred for

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professional services rendered in connection with our registration statements on Form S-1 and Form S-3 and issuances of related consents, as well as the issuance of a comfort letter in connection with our convertible notes issuances.

Tax Fees

“Tax Fees” includes fees for professional services provided by KPMG for tax compliance in 2022 and 2021, and also for tax advice and tax planning in 2021.

All Other Fees

“All Other Fees” would include fees for services provided by KPMG that are not included in the other fee categories reported above.

Audit Committee Pre-Approval Policies and Procedures

KPMG provides the Audit Committee with information outlining the plan and scope of KPMG’s proposed audit services proposed to be performed during the year, which the Audit Committee reviews with KPMG and management. The Audit Committee pre-approves all services provided by KPMG, including audit services and non-audit services, to assure that they do not impair KPMG’s independence.

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Audit Committee Report

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EXECUTIVE OFFICERS

The following table sets forth the name, age, and position of each of our executive officers as of the date of this Proxy Statement:

William H. Berkman, Co-Chairman and Chief Executive Officer

Mr. Berkman’s biographical information is set forth under “Proposal No. 1: Election of Directors – Nominees” above.

Scott G. Bruce, President

Scott G. Bruce, age 61, is the President of the Company. Mr. Bruce previously served as Managing Director of Associated Partners, L.P., a private investment partnership focusing on creating, operating, and investing in wireless communications companies, since its inception in 2006. He also serves as the President of our subsidiaries APW OpCo and AP WIP Investments. Mr. Bruce serves as an independent director of Uniti Group, Inc., a publicly traded Nasdaq-listed company. Previously, Mr. Bruce was General Counsel and Secretary of Associated Group, Inc., a publicly traded company that owned various communications businesses, from 1994 to 2000, when it was sold to AT&T/Liberty Media. He also served as Vice President and General Counsel of Associated Communications Corporation, a publicly traded predecessor company to Associated Group, from 1992 to 1994. Prior to joining Associated Partners, Mr. Bruce practiced corporate law at Wolf, Block, Schorr and Solis-Cohen in Philadelphia, Pennsylvania from 1987 to 1992. Prior to that, he worked as an auditor in the New York office of Touche Ross & Co. (predecessor to Deloitte) from 1983 to 1985. In connection with Mr. Bruce’s responsibilities at Associated Partners, he has held various board memberships at private companies. Mr. Bruce holds an A.B. in History from Colgate University, an M.S. (Accounting) from the New York University Stern School of Business and a J.D. from the Villanova University School of Law. Mr. Bruce’s operational, management and investment expertise has been gained through years of experience as both an executive and lawyer in the telecommunications and communications infrastructure industries.

Glenn J. Breisinger, Chief Financial Officer and Treasurer

Glenn J. Breisinger, age 62, is the Chief Financial Officer and Treasurer of the Company. Mr. Breisinger previously served as the Chief Financial Officer of Associated Partners, L.P., a private investment partnership focusing on creating, operating, and investing in wireless communications companies, since its inception in 2006, as well as the Chief Financial Officer of Liberty Associated Partners, LP since 2000. He also serves as the Chief Financial Officer of our subsidiaries APW OpCo and AP WIP Investments. He formerly served as the Chief Financial Officer of ChemImage Corporation, as well as a member of the board of directors of PEG Bandwidth, LLC. Mr. Breisinger was the Assistant Secretary and Assistant Treasurer of Associated Group, Inc., a publicly traded company that owned various communications businesses, from 1994 to 2000. Mr. Breisinger served as Chief Financial Officer of domestic cellular telephone operations for Associated Communications Corporation from 1993 to 1994. From 1982 to 1993, Mr. Breisinger was employed by Ernst & Young, most recently as a Senior Manager where he was responsible for the coordination of professional services in the areas of assurance, accounting, federal and state income tax services, and management consulting. Mr. Breisinger is a Certified Public Accountant and holds a Bachelor of Science degree in Business Administration from Duquesne University.

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Richard I. Goldstein, Chief Operating Officer

Richard I. Goldstein, age 62, is the Chief Operating Officer of the Company. Mr. Goldstein previously served as Managing Director of Associated Partners, L.P., a private investment partnership focusing on creating, operating, and investing in wireless communications companies, since its inception in 2006. He also serves as the Chief Operating Officer of our subsidiaries APW OpCo and AP WIP Investments. Mr. Goldstein currently also serves as lead director of Franklin Square Energy Partners, a position he has held since March 2015. Mr. Goldstein also serves as a member of the board of directors of FS KKR Capital Corp. and FS KKR II Capital Corp, positions he has held since 2018. Prior to joining Associated Partners, Mr. Goldstein was vice president of Associated Group, Inc. (“AGI”), a publicly traded owner and operator of communications-related businesses and assets. While at AGI, he was responsible for operating AGI’s cellular telephone operations. Mr. Goldstein has served as a director of Ubicquia since 2018. Mr. Goldstein served as a director of Intellon Corporation prior to its acquisition by Atheros Communications, Inc. Mr. Goldstein received a B.S. in Business and Economics from Carnegie Mellon University and received training at the Massachusetts Institute of Technology in Management Information Systems. Mr. Goldstein has extensive experience as a senior executive and in negotiating investment transactions in a variety of industries, including in the energy industry.

Jay L. Birnbaum, Senior Vice President, General Counsel and Secretary

Jay L. Birnbaum, age 61, is the Senior Vice President, General Counsel and Secretary of the Company. Mr. Birnbaum previously served as General Counsel of the portfolio companies of Associated Partners, L.P., a private investment partnership focusing on creating, operating, and investing in wireless communications companies, since 2011. He also serves as the Senior Vice President, General Counsel and Secretary of our subsidiaries APW OpCo and AP WIP Investments. In 2011 Mr. Birnbaum started his own legal practice, EMG Legal Services, providing outside general counsel services for telecommunications, green energy, and technology companies as well as private equity investors. This included serving as the general counsel for the APW Group as well as other portfolio companies of Associated Partners, PEG Bandwidth, LLC and AP Towers, LLC. Mr. Birnbaum became an employee of AP Service Co., an affiliate of Associated Partners, in 2014 and continued to serve as general counsel of these companies. Previously, Mr. Birnbaum was the Senior Vice President and General Counsel of Current Group, LLC, a portfolio company of Associated Partners and a developer of broadband over power line and electric distribution smart grid technologies. Prior to that Mr. Birnbaum spent nearly 15 years in private law practice in Washington, DC specializing in telecommunications, first as an associate at what is now Arent Fox LLP and then at Skadden, Arps, Slate Meagher & Flom LLP, where he became a partner and co-head of that firm’s communications practice focused on domestic and international transactional, regulatory, and legislative matters involving the telecommunications industry.

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This section discusses the material components of the executive compensation program for our named executive officers (“NEOs”), who are named below. Prior to the completion of our acquisition of the APW Group on February 10, 2020, we did not have any executive officers. In 2022, our NEOs and their positions were as follows:

Executive Summary

In order to be consistent with our goal of aligning Company performance with executive compensation and increasing value for stockholders, we have prepared this Compensation Discussion and Analysis, which lays out our compensation program, policies, objectives, and practices. We have also detailed specific compensation information for each NEO listed above in accordance with applicable SEC rules.

Financial Performance Highlights

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Overview of our Executive Compensation Program

Our success depends on our ability to attract, motivate, and retain talented executive officers. A primary way to achieve this is through our compensation program, which we have structured to be motivating to our leadership and to align executive pay with Company performance and value creation for stockholders. We believe that our compensation program fairly rewards our NEOs for their time and effort as well as the level of experience and expertise they bring to their respective roles. As a result, we believe that the program has been and continues to be beneficial for both the Company and its stockholders.

Executive Compensation Program Objectives

Our executive compensation program is an important part of the Company’s success. Having a clear view of the objectives the program serves is crucial to it continuing to serve the needs of the Company and its stockholders. The primary objectives of the executive compensation program are as follows:

We believe that the executive compensation program and pay levels are structured in such a way that best achieves the objectives laid out above and serves to maximize stockholder value.

Compensation Methodology and Process

Independent Review and Approval of Executive Compensation

It is the responsibility of the Compensation Committee to review and approve any compensation-related goals for our NEOs. The Committee exercises independent judgement in making all executive compensation-related determinations. No member of the Compensation Committee is a former or current officer of us or any of our subsidiaries, and all members are independent under current Nasdaq listing standards.

The Compensation Committee reviews our executive compensation program and practices annually in order to ensure that they are in the best interest of the Company and its stockholders. The Compensation Committee also annually reviews market practices for each element of compensation and adjusts as necessary to remain competitive in the market.

When making compensation decisions, the Compensation Committee considers the amount and mix of pay components and whether any portion of the executive compensation program could encourage excessive risk-taking by management. It also considers whether the features of the program appropriately mitigate risk.

Role of Independent Compensation Consultant

The Compensation Committee is authorized to retain an independent compensation consultant. In 2022, as in prior years, the Committee chose to retain Ferguson Partners Consulting (“FPC”) as its compensation consultant.

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In 2022, FPC advised the Compensation Committee on several matters related to executive compensation, including industry trends, structure of pay programs, benchmarking of peer pay levels, guidance with respect to establishing compensation levels, assisting with the design of the Company’s executive compensation program, and also conducting an assessment of director compensation. FPC is hired by, and reports directly to, the Compensation Committee and FPC works with management only as directed by the Committee. Outside of the aforementioned services for the Compensation Committee, FPC did not perform any other work for Radius in 2022. Before engaging FPC, the Compensation Committee assessed FPC’s independence and found that there were no conflicts of interest with the Company or any of its directors or executive officers.

Use of Peer Group

Each year as part of its annual compensation process, the Compensation Committee consults with FPC to determine the most appropriate set of peers for the purposes of benchmarking Radius’ executive team compensation. Once the peer group is decided, the Committee analyzes the data provided by FPC and considers it, as well as input from management and FPC, when making determinations for the following year’s executive compensation program and levels. The decisions around compensation ultimately arrived at are made solely by the Compensation Committee.

In developing the composition of the peer group, the Compensation Committee took into account a number of factors to select peers that shared one or more similar characteristics to the Company including (1) operating in a similar business segment inclusive of digital infrastructure assets and/or net-lease structured investments, (2) having a similar company size, primarily defined by market capitalization and total capitalization, (3) maintaining a global scope of operations and degree of complexity, and (4) companies for which the Company competes for talent and human capital.

The peer group used in determining 2022 compensation was as follows:

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Elements of Executive Compensation

The below charts break down each of the components of executive pay described above and granted during 2022 (with time-based and performance-based equity separated out):

These components are intended to work together to foster a pay-for-performance philosophy as well as an ownership mindset wherein executives have a financial stake in the success of the Company as stockholders themselves.

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Base Salary

As described above, each year our Compensation Committee reviews the NEO base salaries and their competitiveness to our peer group and the broader marketplace based on input from FPC. The Compensation Committee also considers the experience level, degree of performance, and any other relevant factors for each NEO before making decisions as to the appropriate base salary levels for each NEO in the coming year. For 2022, our NEOs’ base salaries and raises as compared to the prior year were as follows:

* Glenn J. Breisinger and Jay L. Birnbaum were not NEOs in 2021.

Short-Term Incentive Program (“STIP”)

Our short-term incentive program is structured to incentivize executives to achieve or outperform goals set by the Compensation Committee at the beginning of each year. These goals are set and evaluated on a one-year time horizon, and, to the extent any payout is determined to be earned, NEOs are paid in cash after the determination by the Compensation Committee. After careful consideration and conversations with management, as well as input from FPC, the Compensation Committee crafted a program that balances rigorous but achievable objective goals (which comprise a majority of the program) with a subjective, individual component.

The Compensation Committee also sets target payout levels for each executive that it believes are appropriate in light of pay levels among the peer group and the broader market. Finally, the Compensation Committee decided on appropriate payout bandwidths at each level of performance (i.e., threshold, target, and maximum).

In 2022, the threshold, target, and maximum payout levels for each NEO (expressed as a percent of base salary and dollar value) were as follows:

Short-Term Incentive Program Individual Opportunity Levels (as percent of base salary)

For purposes of the foregoing table, each payout level shown assumes achievement of all performance goals at the indicated level.

The program is structured based in part on three objective performance goals, each weighted as 20% of the overall program: Annualized in-Place Rents, OpCo General and Administrative Expense, and Levered Internal Rate of Return on Purchased Rent (as defined below). Performance hurdles for the metrics were intended to be rigorous but achievable at the target level, and performance above or below target is rewarded accordingly. In the case that performance is achieved between two levels, payouts are determined using linear interpolation between the two levels. Performance below the threshold level results in no payout to NEOs. The remaining 40% of the program is tied to a subjective assessment of each individual NEO’s performance during 2022, as determined by

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the Compensation Committee (with input from the CEO). For the purposes of individual performance, achievement at a threshold level was intended to represent average performance, achievement at a target level was intended to represent above average performance, and achievement at the maximum level was intended to represent outstanding performance.

The table below summarizes the significance of each objective performance metric included in the 2022 STIP as a key indicator of the Company’s financial, operating and investment performance.

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In 2022, each of the objective metrics was achieved at the maximum performance level, as shown below:

2022 Short-Term Incentive Program – Objective Metrics

For the individual portion of the program, the Compensation Committee determined the payout for NEOs based on their individual performance throughout 2022, as well as other relevant factors as appropriate. The Compensation Committee took into consideration the following factors, among others, when evaluating how each individual’s performance contributed to the broader overall management by the executive team:

For 2022, each of the NEOs other than Mr. Birnbaum was determined to have achieved the individual performance measures at the maximum level.

The table below shows the total actual payouts for each NEO under the 2022 STIP as described above:

2022 Short-Term Incentive Payout (as percent of target)

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Mr. Birnbaum was ultimately paid a bonus for 2022 as opposed to a payment under the 2022 STIP. In light of Mr. Birnbaum’s pending voluntary resignation as Senior Vice President, General Counsel and Secretary and transition into the role of special advisor on September 1, 2023 and consistent with the terms of the Birnbaum Current Agreement, Mr. Birnbaum received a bonus for 2022 performance in the amount of $268,500. This amount reflected an acknowledgment of Mr. Birnbaum’s contributions to the Company and the Company’s 2022 performance as well as Mr. Birnbaum’s pending transition.

Long-Term Incentive Program

Our long-term incentive program is intended to motivate executives to achieve longer-term goals that are deemed crucial to the success of the Company and to create value for stockholders. It also serves to tie executive compensation to Company equity in order to further align executive pay with Company performance.

The long-term incentive program for awards granted in 2022 consisted of Series C LTIP Units in tandem with an equal number of shares of Class B Common Stock that remain subject to forfeiture until the related LTIP Units vest. The program included a performance-based component and a time-based component, which comprised 60% and 40% of the total program, respectively. The 2022 long-term incentive program was structured with a three-year performance period, with performance-based awards subject to performance over the 2022-2024 period. Our long-term goals were determined by the Compensation Committee at the outset of the three-year performance period. After the conclusion of the period, our performance and the percentage of the performance-based LTIP Units, if any, earned by our NEOs, will be determined. Earned performance-based LTIP Units will thereafter vest on the third anniversary of the grant date. Time-based LTIP Units vest ratably over three years following the grant date. Series C LTIP Units may be redeemed (along with the related Tandem Shares, which are canceled upon redemption) and exchanged, to the extent they are both equitized and vested, for an equal number of shares of Class A Common Stock or cash at our election. Equitization principally occurs after the Company (following issuance of the respective LTIP Units) issues shares of stock to any person the fair market value of which exceeds the value at the time the LTIP Units are granted. Upon vesting, awardees receive units in APW OpCo and all forfeiture conditions on the Tandem Shares lapse.

The Compensation Committee also sets target payout levels for each executive that it believes are appropriate in light of pay levels among the peer group and the broader market. Finally, the Compensation Committee decided on appropriate payout bandwidths at each level of performance (i.e., threshold, target, and maximum).

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For the 2022-2024 long-term incentive program, the threshold, target, and maximum opportunity levels for each NEO (expressed as a percent of base salary) were as follows:

2022 Long-Term Incentive Program Individual Opportunity Levels

The performance portion of the program is based on two distinct objective metrics: (1) relative total shareholder return (“TSR”) performance as compared to that of a peer group consisting of our closest competitors (our “True Peers”) and the Nareit All Equity REITs Index (50%); and (2) AIPR growth (50%). Performance hurdles were set to be rigorous but achievable at the target level and require a higher degree of performance to be earned at the maximum level. The table below shows the overall structure and performance hurdles of the 2022-2024 long-term incentive program:

2022 - 2024 Performance-Based Long-Term Incentive Program Structure

Other Compensation and Related Practices and Policies

Benefits and Perquisites

While we do provide our executives with medical, dental, vision, and disability insurance, as well as 401(k) matches, the Compensation Committee does not view these benefits as a key component of our executive compensation program. Overall, these benefits comprise only a small portion of each executive’s compensation package. The Company does not provide its executives with any perquisites. The Compensation Committee periodically reviews the benefits provided to executives and may amend what is made available to executives in the future at its discretion.

Risk Assessment

The Compensation Committee periodically reviews its compensation policies to determine if there are any potential areas of excessive risk, and if the policies currently in place contribute to those risks. FPC advises the Compensation Committee on executive compensation risk assessment matters, and the Compensation Committee has determined that its executive compensation program does not have unnecessary inherent risk and is not reasonably likely to have a material adverse effect on the Company.

Ownership Guidelines

The Compensation Committee has established stock ownership guidelines for its executives, as well as for its non-employee directors. Executives are required to own and hold shares of Company stock having a value of six times base salary for our Chief Executive Officer, three times base salary for our President and Chief

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Operating Officer, and two times base salary for our other executive officers. Non-employee directors are required to own and hold shares of Company stock having a value of five times their annual director fee. Executives and non-employee directors must achieve the ownership level within five years of the establishment of the guidelines or becoming subject to the policy, whichever comes later.

Hedging Policy

The Company’s Securities Trading Policy prohibits employees or associates of the Company from engaging in short sales of the Company’s securities, including “sales against the box,” in derivative securities, or in any hedging or monetization transactions or similar arrangements designed to hedge or offset any decreases in the market price of the Company’s securities.

Clawbacks

The Equity Plan provides for mandatory repayment of any award, other than the awards granted to NEOs and other executive officers on February 10, 2020, to the extent required by applicable law or regulation or any Company “clawback” or recoupment policy adopted to comply with legal requirements or otherwise.

Compensation Committee Report

The Compensation Committee has reviewed and discussed the disclosure set forth above under the heading “Compensation Discussion and Analysis” with our management and, based on the review and discussions, has recommended to the Board that the “Compensation Discussion and Analysis” be included in this Proxy Statement and in our Annual Report on Form 10-K (which was filed with the Securities and Exchange Commission on March 1, 2023) (including by reference to this Proxy Statement).

COMPENSATION COMMITTEE

Michael D. Fascitelli (Chairman)

Nick S. Advani

Paul A. Gould

William D. Rahm

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Executive Compensation Tables

Summary Compensation Table

The following table sets forth information concerning the compensation of our NEOs for the years ended December 31, 2022, 2021 and 2020:

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Grants of Plan-Based Awards Table

Executive Compensation Arrangements with Our NEOs

Employment Agreements. Each of our NEOs other than Mr. Birnbaum is subject to an employment agreement with the Company and APW OpCo that became effective February 10, 2020 (each, an “Employment Agreement”). Mr. Birnbaum is subject to an employment agreement with the Company and APW OpCo, dated as of April 17, 2023 (the “Birnbaum Current Agreement”), which amended and restated in full Mr. Birnbaum’s prior employment agreement with the Company and APW OpCo, dated as of February 10, 2020 (the “Birnbaum Prior Agreement”). The Birnbaum Current Agreement contains the terms under which Mr. Birnbaum will voluntarily resign as Senior Vice President, General Counsel and Secretary and transition into the role of special advisor on September 1, 2023 (the “Transition Date”) for the two-year period following the Transition Date (the “Special Advisor Period”). For purposes of this Compensation Discussion & Analysis and accompanying compensation tables, each NEO other than Mr. Birnbaum is referred to as a “Continuing NEO”. The base salary of our Continuing NEOs is subject to annual review and increase (but not decrease), as determined by the Board (or a duly authorized committee thereof). Each Continuing NEO is also eligible to receive an annual bonus based on a target percentage of base salary set by the Board (or a duly authorized committee thereof), subject to financial and other performance achievements as considered by the Compensation Committee. The Birnbaum Current Agreement provides a set base salary for Mr. Birnbaum prior to the Transition Date and provision of advisor fees during the Special Advisor Period.

Series C LTIP Units. For descriptions of the Series C LTIP Units and related Tandem Shares, see “Elements of Executive Compensation – Long-Term Incentive Program” in “Compensation Discussion and Analysis” above.

Voting Rights and Transferability. The NEOs have voting rights with respect to their Tandem Shares that correspond to their LTIP Units immediately upon the grant date regardless of whether vested or unvested. Vested

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and unvested LTIP Units are transferable, except that unvested LTIP Units are not transferable within the two-year period following grant.

Each Employment Agreement, the Birnbaum Current Agreement and each of the LTIP Unit award agreements provides for payments upon certain terminations the executive’s employment. For a description of these termination provisions, whether or not following a change in control, and a quantification of benefits that would be received by these executives see the section titled “Potential Payments Upon a Termination or Change in Control.”

Outstanding Equity Awards at Fiscal Year-End

The following table provides information regarding equity awards held by our NEOs that were outstanding as of December 31, 2022:

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Series A and Series B LTIP Units

Pursuant to the Employment Agreements and the Birnbaum Prior Agreement, in 2020, the Company granted each NEO an initial award (each, an “Initial Award”) of LTIP Units and Tandem Shares, subject to the terms and conditions of the applicable award agreement, pursuant to the Equity Plan. Vested LTIP Units are redeemable for Class A Common Stock or cash, at the Company’s election, pursuant to the APW LLC Operating Agreement. The Initial Awards consist of a combination of (i) Series A LTIP Units (as defined in the Equity Plan) that vest pro rata over three years following grant (“Three-Year Time-Vesting Series A LTIP Units”) along with an equal number of shares of Class B Common Stock, (ii) Series A LTIP Units that vest pro rata over five years following grant (“Five-Year Time-Vesting Series A LTIP Units” and, together with the Three-Year Time-Vesting Series A LTIP Units, the “Time-Vesting Series A LTIP Units”) along with an equal number of shares of Class B Common Stock, (iii) Series A LTIP Units that vest based on the attainment of certain share price hurdles over seven years combined with a services component (“Performance-Vesting Series A LTIP Units”) along with an equal number of shares of Class B Common Stock and (iv) Series B LTIP Units (as defined in the Equity Plan) that vest based on the attainment of certain share price hurdles over nine years (“Performance-Vesting Series B LTIP Units”) along with an equal number of shares of Series B Founder Preferred Stock. The Tandem Shares are subject to the same vesting and forfeiture conditions as the related LTIP Units.

Time-Vesting Series A LTIP Units. The Three-Year Time-Vesting Series A LTIP Units vest 33.33% on each anniversary of the grant date and the Five-Year Time-Vesting Series A LTIP Units vest 20% on each anniversary of the grant date, in each case, subject to the executive officer’s continued employment on such vesting date.

Performance-Vesting Series A LTIP Units. Performance-Vesting Series A LTIP Units are subject to both time and performance-based vesting conditions and will only become vested upon satisfaction of both applicable time and performance-based vesting conditions. The time-based vesting conditions will be satisfied with respect to 50% of the Performance-Vesting Series A LTIP Units on each of the third and seventh anniversaries of the grant date, in each case, subject to the executive officer’s continued employment on such date. The performance-based vesting criteria will be satisfied as follows: (i) 25% of the Performance-Vesting Series A LTIP Units will vest if the 10-day VWAP (as defined in the applicable award agreement) during the last 10 trading days of any year ending on or prior to December 31, 2027 equals at least $11.50 per share of Class A Common Stock; (ii) an additional 25% of the Performance-Vesting Series A LTIP Units (i.e., 50% in the aggregate) will vest if the 10-day VWAP during the last 10 trading days of any year ending on or prior to December 31, 2027 equals at least $13.50 per share of Class A Common Stock; (iii) an additional 25% of the Performance-Vesting Series A LTIP Units (i.e., 75% in the aggregate) will vest if the 10-day VWAP during the last 10 trading days of any year ending on or prior to December 31, 2027 equals at least $15.50 per share of Class A Common Stock; and (iv) an additional 25% of the Performance-Vesting Series A LTIP Units (i.e., 100% in the aggregate) will vest if the 10-day VWAP during the last 10 trading days of any year ending on or prior to December 31, 2027 equals at least $17.50 per share of Class A Common Stock. The performance period for Performance-Vesting Series A LTIP Units expires on December 31, 2027 and any Performance-Vesting Series A LTIP Units that have not satisfied both the applicable time-based and performance-based vesting conditions as of such date will be canceled and forfeited.

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Performance-Vesting Series B LTIP Units. Performance-Vesting Series B LTIP Units are subject to performance-based vesting conditions and subject to the NEO’s continued employment and will only become vested upon satisfaction of both applicable time and performance-based vesting conditions. The performance-based vesting criteria will be satisfied with respect to a pro rata portion of the Performance-Vesting Series B LTIP Units if the 10-day VWAP during the last 10 trading days of any year ending on or prior to December 31, 2029 exceeds $10.00 per share of Class A Common Stock, with 0% vesting at $10.00 per share of Class A Common Stock, and linear vesting through and until 100% vesting at $20.00 per share of Class A Common Stock. The performance period for Performance-Vesting Series B LTIP Units expires on December 31, 2029 and any Performance-Vesting Series B LTIP Units that have not satisfied both applicable time-based and performance-based vesting conditions as of such date will be canceled and forfeited.

Option Exercises and Stock Vested for 2022

The following table information related to stock awards that vested during fiscal 2022. The NEOs do not hold any outstanding stock options and there were no options exercised by NEOs during fiscal 2022.

Potential Payments upon a Termination or Change in Control

Employment Agreement Severance Benefits

Each NEO is party to an individual employment agreement with the Company and APW OpCo that is described in the section entitled “Executive Compensation Arrangements with the Company’s Executive Officers – Employment Agreements” above. Under each of the individual employment agreements in effect during 2022, in the event of certain terminations of employment, the NEOs would have been eligible to receive the following severance benefits:

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Under the Birnbaum Current Agreement, if Mr. Birnbaum continues in employment until the Transition Date, or if Mr. Birnbaum’s employment is terminated by the Company without “cause” or by Mr. Birnbaum for “good reason” or due to death or disability prior to the Transition Date, he will generally be entitled to receive the payments described above for the NEOs upon a termination during the twelve-month period following a Change in Control (other than, in the case of his continued employment until the Transition Date, accelerated vesting of long-term incentive compensation awarded in 2023), as well as continued payment of base salary and advisor fees (as applicable). If Mr. Birnbaum’s employment is terminated by the Company without cause or by Mr. Birnbaum for good reason during the Special Advisor Period, he would generally be entitled to continued advisor fees through the end of the Special Advisor Period, benefits continuation through the end of the Special Advisor Period and accelerated vesting of long-term incentive awards granted in 2023.

The severance payments and benefits described above are generally subject to the applicable Continuing NEO’s compliance with restrictive covenants consisting of one-year (two-year, in the case of Mr. Berkman and, under the Birnbaum Current Agreement, Mr. Birnbaum) post-termination restrictions on competing with the Company and soliciting the Company’s employees or customers unless otherwise specifically permitted by the Board in writing, non-disclosure of the Company’s confidential information at any time, intellectual property assignment, and a mutual non-disparagement. The Mergers will constitute a change in control for purposes of the Employee Agreements. However, none of the payments or benefits provided for in the Birnbaum Current Agreement are in any way conditioned upon the Merger (or any other change in control transaction). Continuing NEOs’ Employment Agreements.

LTIP Unit Award Agreement Termination and Change in Control Provisions

During 2022, each of our named executive officers held Company equity-based awards solely in the form of LTIP Units (and related Tandem Shares). Under the applicable LTIP Unit award agreement, in the event of an executive officer’s termination of employment (not in connection with a Change in Control (as defined in the Equity Plan)), that officer’s outstanding LTIP Units will be treated as follows:

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Under the applicable LTIP Unit award agreement, in the event of a Change in Control (other than as provided below), an executive officer’s outstanding LTIP Units will be treated as follows:

Pursuant to the Merger Agreement, as of the effectiveness of the OpCo Merger or Company Merger, as applicable, except as otherwise agreed by Parent and the applicable award holder, including pursuant to any individual rollover agreement entered into in connection with the transactions contemplated by the Merger Agreement, (i) each LTIP Unit that is outstanding as of the date of the Merger Agreement will vest (to the extent unvested), and be converted into the right to receive $15.00 in cash without interest and subject to any required withholding of tax (with all applicable performance conditions deemed satisfied and based on the number of shares of Class A Common Stock into which such LTIP Unit is convertible immediately prior to the effectiveness of the OpCo Merger) and (ii) each restricted share held by an employee of the Company that is outstanding and unvested will be canceled into the right to receive $15.00 in cash without interest, except that such amount will vest and become payable subject to and in accordance with the vesting schedule applicable to the corresponding restricted share immediately prior to the effectiveness of the Company Merger and otherwise subject to the same terms and conditions as such corresponding restricted share (each, an “RS Payment Right”); provided that, if the employment of a holder of an RS Payment Right is terminated following the effectiveness of the Company Merger but prior to the applicable vesting date by Parent without “Cause” (as defined in the Equity Plan) or due to death or Disability (as defined in the Equity Plan), then the vesting and payment of such RS Payment Right will be accelerated to the first payroll date after the date of such termination.

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Termination and Change in Control Benefits Table

The table below reflects the potential termination or change in control payments pursuant to the employment agreements and arrangements described above, calculated as though the applicable triggering event occurred (i.e., the NEO’s employment was terminated, or the applicable change in control event occurred) on December 31, 2022 (the last trading day of 2022), using the closing price of our common stock on Nasdaq on December 31, 2022.