A phased array antenna includes an array of antenna element modules. Each of the array of antenna element modules includes a dielectric substrate having a lower surface and a radiating element. Each of the antenna element modules also includes an integrated circuit (IC) chip adhered to the lower surface of the dielectric substrate. The IC chip includes a circuit to adjust a signal communicated with the radiating element. The phased array antenna also includes a multi-layer substrate underlying the array of antenna element modules, the multi-layer substrate including a beam forming network (BFN) circuit formed on a layer of the multi-layer substrate and the BFN circuit is in electrical communication with the IC chip of each of the array of antenna element modules.