UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Securities Exchange Act of 1934
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Dear Fellow Stockholder:
Two of our directors, Mark S. Ain and Stanley K. Honey, are expected to conclude their service on the Board at the Annual Meeting. We thank Mark and Stan for their many years of valuable service and are grateful for their innumerable contributions to KVH.
Your vote will be especially important this year. As you may be aware, VIEX Capital Advisors, LLC and certain of its affiliates (collectively, "VIEX") have notified KVH that VIEX intends to nominate a slate of two nominees for election as directors at the Annual Meeting in opposition to the director nominees recommended by our Board of Directors. As a result, you may receive solicitation materials, including a white proxy card, from VIEX seeking your proxy to vote for VIEX's nominees. Our Board does NOT endorse VIEX's nominees and recommends that you vote FOR each of the nominees proposed by the Board.
As further described in the accompanying proxy statement, because VIEX's nominees have failed to provide certain eligibility information as required by the Company's by-laws, our Board has determined that VIEX's nominees are not eligible to stand for election at the Annual Meeting. Accordingly, at the direction of our Board, the person presiding at the Annual Meeting intends to disregard any attempted nomination of VIEX's nominees, and any votes with respect to VIEX's nominees will not be counted at the Annual Meeting.
Wewe encourage you to read the accompanying proxy statement carefullyour 2021 Annual Report for a more complete picture of our performance and how we are working to increase stockholder value.
D.F. King & Co., Inc.48 Wall St FL 23, New York, NY, 10005-2922Banks and brokers may call collect at (212) 269-5550All others may call toll-free at (800) 488-8095Email: KVH@dfking.com
On behalf of all of us at KVH, we want to thank you for your continued support and ownership of KVH. I hope you will be able to join us at the annual meeting.
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Chair of the Board of Directors
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS | | |
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| Date and Time: | | Wednesday, June 8, 2022 at | | ||
Venue: | | KVH Industries, Inc. 50 Enterprise Center Middletown, Rhode Island 02842 | | ||
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Items of Business: | | | Proposal 1: To elect | | |
| | | | Proposal 2: To approve the KVH Industries, Inc. Amended and Restated 2016 Equity and Incentive Plan, which increases the number of shares reserved for issuance under the Plan; | |
| | | | | Proposal 3: To approve, on an advisory (non-binding) basis, the compensation of our named executive | |
| | | | Proposal | |
| | | To transact such other business as may properly come before the annual meeting or any adjournment or postponement of the meeting. | | |
| Record Date: | | | Our Board of Directors has fixed the close of business on | |
Voting: | | | Your vote is very important. Regardless of whether you plan to attend the annual meeting, we hope | |
Please note that VIEX Capital Advisors, LLC and certain of its affiliates (collectively, "VIEX") have stated their intention to propose two director nominees for election at the annual meeting. You may receive solicitation materials from VIEX. The Company is not responsible for the accuracy of any information provided by VIEX or its nominees contained in solicitation materials filed or disseminated by or on behalf of VIEX or any other statements that VIEX may make.
The Board does NOT endorse VIEX's nominees and strongly recommends that you NOT sign or return any white proxy card sent to you by VIEX. If you have previously voted using a white proxy card sent to you by VIEX, you can subsequently revoke that proxy by following the instructions on the enclosed BLUE proxy card to vote over the Internet or by telephone or by completing, signing, and dating the BLUE proxy card and mailing it in the postage-paid envelope provided. Only your latest
dated proxy will count. Any proxy may be revoked at any time prior to its exercise at the annual meeting, as described in the accompanying proxy statement.
THE BOARD RECOMMENDS VOTINGFOR EACH OF THE BOARD'S NOMINEES ON PROPOSAL 1 ANDFOR PROPOSALS 2 AND 3 USING THE ENCLOSED BLUE PROXY CARD.
THE BOARD URGES YOU NOT TO SIGN, RETURN, OR VOTE ANYWHITE PROXY CARD SENT TO YOU BY VIEX.
As further described in the accompanying proxy statement, because VIEX's nominees have failed to provide certain eligibility information as required by the Company's by-laws, our Board has determined that VIEX's nominees are not eligible to stand for election at the annual meeting. Accordingly, at the direction of our Board, the person presiding at the annual meeting intends to disregard any attempted nomination of VIEX's nominees, and any votes with respect to VIEX's nominees on the white voting instruction form or white proxy card will not be counted at the annual meeting.
Please note that, even if you plan to participate in the annual meeting, we recommend that you vote using the enclosed BLUE voting instruction form or BLUE proxy card prior to the annual meeting to ensure that your shares will be represented.
Regardless
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Secretary
| | | YOUR VOTE IS IMPORTANT | | | |||||||||
| | | Mail ![[MISSING IMAGE: tm2213248d1-ico_mailpn.jpg]](https://files.docoh.com/DEF 14A/0001104659-22-054613/tm2213248d1-ico_mailpn.jpg){kind=small} | | Telephone ![[MISSING IMAGE: tm2213248d1-ico_telephonepn.jpg]](https://files.docoh.com/DEF 14A/0001104659-22-054613/tm2213248d1-ico_telephonepn.jpg){kind=small} | | | Internet ![[MISSING IMAGE: tm2213248d1-ico_internetpn.jpg]](https://files.docoh.com/DEF 14A/0001104659-22-054613/tm2213248d1-ico_internetpn.jpg){kind=small} | | | In Person ![[MISSING IMAGE: tm2213248d1-ico_personpn.jpg]](https://files.docoh.com/DEF 14A/0001104659-22-054613/tm2213248d1-ico_personpn.jpg){kind=small} | | | |
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TO ASSURE THAT YOUR SHARES ARE REPRESENTED AT THE ANNUAL MEETING, WE URGE YOU TO COMPLETE, SIGN, AND DATE THE ENCLOSED BLUE VOTING INSTRUCTION FORM OR BLUE PROXY CARD AND MAIL IT PROMPTLY IN THE POSTAGE-PAID ENVELOPE PROVIDED, OR VOTE BY TELEPHONE OR THE INTERNET AS INSTRUCTED ON THE BLUE VOTING INSTRUCTION FORM OR BLUE PROXY CARD, WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING. YOU CAN REVOKE YOUR PROXY AT ANY TIME BEFORE THE PROXIES YOU APPOINTED CAST YOUR VOTES.
If you need assistance, please contact D.F. King & Co., Inc., the firm assisting us in the solicitation of proxies in connection with the annual meeting. Stockholders may call toll free at (800) 488-8095 or email at KVH@dfking.com. Brokers and banks may call collect at (212) 269-5550.
The Notice of Annual Meeting of Stockholders and the accompanying proxy statement are first being made available to stockholders of record as of [ · ], 2021 on or about [ · ], 2021.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Company's Proxy Statement, Annual Report, and Stockholder Letter are available at www.viewourmaterial.com/KVHI.
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| Please complete, date, sign | | | Use the toll-free telephone number on your | | | Visit the website noted on your | | | Vote by attending the meeting and casting a ballot in person. You must be a record holder or have a valid proxy from a record holder. | | | ||
| | | Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be Held on June 8, 2022 This proxy statement and our 2021 annual report to stockholders are available on the Internet at www.kvh.com/annual. You can read, print, download and search these materials at that website. The website does not use “cookies” or other tracking devices to identify visitors. None of the information on our website or elsewhere on the Internet forms a part of this proxy statement or is incorporated by reference into this proxy statement. | | | |||||||||
PROXY STATEMENT
for
2021 ANNUAL MEETINGTABLE OF STOCKHOLDERS OF KVH INDUSTRIES, INC.
[ · ], 2021
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON [ · ], 2021: THIS PROXY STATEMENT AND THE ACCOMPANYING FORM OF PROXY CARD ARE FIRST BEING SENT OR GIVEN TO THE COMPANY'S SECURITY HOLDERS ON [ · ], 2021.
CONTENTS
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✔ At the annual meeting, we will submit the following proposals to our stockholders: to the extent authorized by applicable regulations. Our Board of Directors has fixed the close of business on The shares represented by your properly signed By signing and returning the To vote by telephone, please follow the instructions included on your To vote on the Internet, please follow the instructions included on your If you plan to attend the meeting and vote in person, we will provide you with a ballot at the meeting. If your shares A quorum must be present in order for business to be conducted at the annual meeting. Our counted as present or represented for purposes of determining the existence of a quorum at the annual meeting. A We are soliciting proxies on behalf of our Board of Directors. No compensation will be paid by any person for our solicitation of proxies. In addition, we will reimburse brokers, dealers, banks and other nominees for the out-of-pocket expenses and other reasonable clerical expenses they incur in obtaining instructions from beneficial owners of our common stock. In addition to our solicitation by mail, our directors, officers and employees may make special solicitations of proxies personally or by telephone, facsimile, courier or in person. PROPOSAL 1 – ELECTION OF The failure of any person to qualify as a non-employee director or an outside director will not affect the validity of any award granted or other action taken under the plan. Cathy-Ann Martine-Dolecki has Our executive officers who are not also directors are listed below: Roger A. Kuebel has served as our chief financial officer since March 2021. From February 2014 to July 2020, Mr. Kuebel served as chief financial officer of Seaborn Networks Holdings, LLC, a developer and operator of a subsea fiber optic telecommunications network. In December 2019, Seaborn Networks caused two of its affiliated entities (Seabras 1 Bermuda Ltd. and Seabras 1 USA, LLC) to file a voluntary petition for reorganization under the United States Bankruptcy Code in connection with a financial restructuring of those two entities. From February 2009 until January 2014, Mr. Kuebel was Treasurer at Aspen Technology, Inc., a publicly traded supplier of process optimization software to the petro-chemical industry. Before joining Aspen Technology, Mr. Kuebel served as Treasurer of Global Crossing Ltd., a publicly traded telecommunications company, from 2004 to 2007, Assistant Treasurer and then Treasurer for Genuity Inc., an internet infrastructure services company, from 2000 to 2003, several positions of increasing responsibility within the Treasury function at GTE Corporation, an international telecommunications company from 1994 to 2000 and Manager of Financial Analysis for International Paper Company from 1993 to 1994. Mr. Kuebel began his finance career at Stern Stewart & Company, a boutique corporate finance consulting firm, where he served as a financial consultant from 1989 to 1993. Mr. Kuebel holds a B.S. in Management from Pennsylvania State University and a M.B.A. from the University of Chicago. Mr. Conway served for five years as a member of the U.S. Navy nuclear submarine force and was a Commander in the U.S. Naval Reserve (Naval Intelligence) for more than 10 years. He is a graduate of the U.S. Naval Academy with post graduate studies in nuclear engineering, and he received an M.B.A. from the University of Rhode Island. Robert J. Balog has served as our chief technology officer since January 2019. Previously, he served as our senior vice president, engineering from October 2008 to January 2019 and vice president of engineering, satellite products from February 2005 to October 2008. From June 2003 to January 2005, Mr. Balog served as president of his own engineering contract services company, Automation Services, Inc., a contract product development and services group specializing in a wide range of automation solutions. From June 2001 to May 2003, Mr. Balog served as vice president of engineering at ADE Corporation. From 1989 to April 2001, Mr. Balog held a number of positions at Speedline Technologies, Inc., a supplier of capital equipment to the electronics assembly industry, including general manager and vice president of research and development. He has served on the Board of Directors of the Surface Mount Equipment Manufacturers Association. Mr. Balog is the recipient of 14 U.S. patents. Mr. Balog holds a B.S. in Computer Science from Purdue University. 2021 In 2021 Name Martin A. Kits van Heyningen Brent C. Bruun Robert J. Balog Director Compensation Program for 2021 directors’ compensation in the form of equity awards and the remainder of the in four equal quarterly installments after the date of grant. $110,000. which was 2021 Name Stanley K. Honey Danelle M. Barrett Mark S. Ain Charles R. Trimble Robert E. Tavares James S. Dodez Bruce J. Ryan(3) 2021 Name Mark S. Ain Charles R. Trimble Stanley K. Honey James S. Dodez Robert E. Tavares Danelle M. Barrett The table does not include the incremental 1,280,000 shares proposed to be added to the 2016 Plan pursuant to Proposal 2, nor does it reflect options to purchase 398,003 shares of common stock granted after December 31, 2021. Similiarly, the table does not include the restricted stock awards granted by the Compensation Committee in 2022 contingent upon stockholder approval of Proposal 2 at the 2022 annual meeting, which consist of an aggregate of 183,186 restricted stock awards. The restricted stock awards and stock options reflected in the table were granted on the following terms as determined by the Compensation Committee: (a) in the case of restricted stock awards, the grantee received the restricted stock award without payment of cash consideration, and (b) in the case of stock options, the exercise price per share of the stock option was equal to the closing price of our common stock on the Nasdaq Global Select Market on the date of the grant. Plan category Equity compensation plans approved by stockholders Equity compensation plans not approved by stockholders Total The persons named in this table have sole voting and investment power with respect to the shares listed, except as otherwise indicated. The inclusion of shares listed as beneficially owned does not constitute an admission of beneficial ownership. Shares included in the 5% Stockholders Systematic Financial Management, L.P.(1) Vintage Capital Management, LLC(2) Needham Investment Management, L.L.C.(3) VIEX Capital Advisors, LLC Group(4) BlackRock, Inc.(5) Dimensional Fund Advisors LP(6) Directors Martin A. Kits van Heyningen(7) Stanley K. Honey(8) Mark S. Ain(9) Charles R. Trimble(10) James S. Dodez Robert Tavares Danelle Barrett Nominees for Director Cielo Hernandez Cathy-Ann Martine-Dolecki Other Named Executive Officers Brent C. Bruun Robert Balog All current directors and executive officers as a group (15 persons)(11) BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD director as Chair. The Board expects that it will appoint the next permanent chief executive officer to the Board. In the future, the board may determine to combine the roles of Chair of the Board and Chief Executive Officer in appropriate circumstances. directors. and Trimble. Our Audit Committee provides the opportunity for direct contact between our independent registered public accounting firm and members of the Board of Directors; the auditors report directly to the Committee. The Committee assists the Board in overseeing the integrity of our financial statements, our compliance with legal and regulatory requirements, our cybersecurity program, our independent registered public accounting ” 2021. 2021. administer compensation programs for our executive officers and non-employee directors. All principal elements and the Compensation Committee makes all final compensation decisions. conflicts of interest and willingness and ability to serve. The Committee also considers whether the candidate will add diversity to the Board, including the degree to which the corporate governance practices, the Nominating and Corporate Governance Committee oversees a comprehensive annual evaluation of our Board and its committees. covering compliance with laws and regulations, insider trading practices, conflicts of interest, confidentiality, protection and proper use of our assets, accounting and record keeping, fair competition and fair dealing, business gifts and entertainment, payments to government personnel and the reporting of illegal or unethical behavior. been given. Pre-approved transactions include: The Audit Committee is responsible for reviewing the material facts of all related-party transactions, subject to the exceptions described above. The Audit Committee will either approve or disapprove the entry into the related-party transaction. If advance approval is not feasible, the transaction will be considered and, if the Audit Committee determines it to be appropriate, ratified at the Audit twenty-five percent (25%) of the unvested portion of her equity awards was accelerated, consistent with the arrangements provided to employees whose employment was terminated in connection with our recent reduction in force. KVH Industries, Inc. Fee category Audit fees(1) Audit-related fees(2) Tax fees(3) All Other Fees Total fees year (unless it is a legal holiday, in which case the Specified Date is the next day following the Specified Date that is not a legal holiday). GAAP net loss from continuing operations Income tax (benefit) expense Interest income, net Depreciation and amortization Non-GAAP EBITDA from continuing operations Stock-based compensation expense Goodwill impairment charge Intangible asset impairment charge Non-recurring inventory reserve Transaction-related and other non-recurring legal fees Other non-recurring costs Foreign exchange transaction loss Non-GAAP adjusted EBITDA from continuing operations A-6 KVH Industries, Inc. Table of Contents
Audit Committee Report45 46 Fees for Professional Services Pre-Approval Policies and Procedures 47 47 48 A-1 Appendix A – KVH Industries, Inc. Amended and Restated 2016 Equity and Incentive Plan "proxy statement"“proxy statement”) is furnished in connection with the solicitation of proxies by the Board of Directors ("Board"(“Board” or "Board“Board of Directors"Directors”) of KVH Industries, Inc., a Delaware corporation (the "Company"“Company” or "KVH"“KVH”), for use at the 20212022 annual meeting of stockholders of the Company (including any adjournments, postponements, or continuations thereof, the "annual meeting"“annual meeting”). Unless the context otherwise requires, references in this proxy statement to "KVH,"“KVH,” the "Company," "we," "us," "our,"“Company,” “we,” “us,” “our,” and similar terms refer to KVH Industries, Inc. 2021 PROXY STATEMENT SUMMARY This20202021 annual report. As this section is only a summary and does not contain all of the information that you shouldmight wish to consider, we encourage you to read the entire proxy statement and 2021 annual report for more information about these topics before you vote.Information About the Annual MeetingOur Board is soliciting proxies for the annual meeting. Date and Time: Wednesday, June 8, 2022 at 11:00 a.m., Eastern Time Date and Time:Venue: [·], 2021 at [·], Eastern Time.Venue:Offices of KVH Industries, Inc.,
50 Enterprise Center
Middletown, Rhode Island 02842. As part of our COVID-19 precautions, the annual meeting may be held solely by means of remote communication rather than in person. We are monitoring the public health, travel, business, and social gathering concerns of our stockholders and employees in light of the ongoing COVID-19 pandemic, as well as any related restrictions and protocols by federal, state, and local governments. If we determine to hold the annual meeting by means of remote communication, we will announce the decision to do so in advance and provide details on how to participate in a press release issued by KVH and posting on our website at www.kvh.com. We will also file definitive additional solicitation materials with the Securities and Exchange Commission.02842
Record Date:Date:
The close of business on [·], 2021.April 18, 2022 Voting:
Voting:
Each share of common stock outstanding on the record date will be entitled to cast one vote. PROPOSALS AND BOARD RECOMMENDATIONS FOR VOTING Management Proposals Board Vote Recommendation Page Management Proposals Board Voting RecommendationFOR the Board’s Nominee Page8 1. Election of DirectorsFOR2. eachBoard's nomineesKVH Industries, Inc. Amended and Restated 2016 Equity and Incentive Plan 16FOR 10 2. 3.Vote“Say on NEO CompensationPay” Vote FOR 19 3. 4.FOR22 FOR 22 Your vote is extremely important this year. You may receive solicitation materials from VIEX Capital Advisors, LLC and certain of its affiliates (collectively, "VIEX") seeking your proxy to vote for John Mutch and Eric Singer to become members of the Board. The Company is not responsible for the accuracy of any information provided by VIEX or its nominees contained in solicitation materials filed or disseminated by or on behalf of VIEX or any other statements that VIEX may make.OUR BOARD DOES NOT ENDORSE ANY OF THE VIEX NOMINEES AND URGES YOU NOT TO SIGN OR RETURN ANY WHITE PROXY CARD SENT TO YOU BY VIEX. IF YOU HAVE PREVIOUSLY SIGNED A WHITE PROXY CARD SENT TO YOU BY VIEX, YOU CAN REVOKE IT BY COMPLETING, SIGNING, DATING, AND RETURNING THE ENCLOSED BLUE PROXY CARD IN THE POSTAGE-PAID ENVELOPE PROVIDED. ONLY YOUR LATEST DATED PROXY WILL BE COUNTED.AS FURTHER DESCRIBED IN THE "BACKGROUND OF THE SOLICITATION" SECTION OF THIS PROXY STATEMENT, BECAUSE THE VIEX NOMINEES HAVE FAILED TO PROVIDE CERTAIN ELIGIBILITY INFORMATION AS REQUIRED BY THE COMPANY'S AMENDED AND RESTATED BY-LAWS (THE "BY-LAWS"), THE BOARD HASKVH Industries, Inc. 2021 Proxy Statement 1PROXY SUMMARYDETERMINED THAT THE VIEX NOMINEES ARE NOT ELIGIBLE TO STAND FOR ELECTION AT THE ANNUAL MEETING. ACCORDINGLY, AT THE DIRECTION OF THE BOARD, THE PERSON PRESIDING AT THE ANNUAL MEETING INTENDS TO DISREGARD ANY ATTEMPTED NOMINATION OF THE VIEX NOMINEES, AND ANY VOTES WITH RESPECT TO THE VIEX NOMINEES ON THE WHITE VOTING INSTRUCTION FORM OR WHITE PROXY CARD WILL NOT BE COUNTED AT THE ANNUAL MEETING.THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF OUR BOARD'S NOMINEES LISTED ON THE ENCLOSED BLUE VOTING INSTRUCTION FORM OR BLUE PROXY CARD.For more information and up-to-date postings, please go to our website, www.kvh.com. Information on our website is not, and will not be deemed to be, a part of this proxy statement or incorporated into any of our other filings with the SEC. If you have any questions, please contact D.F. King & Co., Inc., the firm assisting us in the solicitation of proxies in connection with the annual meeting. Stockholders may call toll free at (800) 488-8095 or email at KVH@dfking.com. Brokers and banks may call collect at (212) 269-5550.NOTE: Submitting a white proxy card will revoke any vote you previously made via the Board's BLUE proxy card. Accordingly, if you wish to vote pursuant to the recommendation of the Board, you should complete, sign, date and return a BLUE voting instruction form or BLUE proxy card and DISREGARD any white voting instruction form or white proxy card that you may receive from VIEX.Tablefollowing table provides summary information about our nomineesnominee for election to the Board as a Class I directors.II Director. Additional information for all directors,Directors, including the Board's nominees,nominee, may be found on pages 198, 23, 24 and 24.NameAgeDirector SinceIndependentCielo Hernandez45—YesCathy-Ann Martine-Dolecki62—Yes KVH is a leading provider of innovative, technology-driven connectivity, and navigation solutions to maritime, marine, defense, and other commercial customers globally. Through our mobile connectivity business, we provide global high-speed Internet, television, and voice services via satellite to mobile users at sea and on land. We are also a leading provider of commercially licensed entertainment, including news, sports, music, and movies, to commercial and leisure customers in the maritime, hotel, and retail markets. Name Age Director Since Independent Committee Membership Charles R. Trimble 80 1999 Yes
Corporate Governance Committee 2020 Revenue2020Net Loss fromContinuingOperations(GAAP)2020 AdjustedEBITDA fromContinuingOperations(Non-GAAP)Year-EndMarket CapEmployees$158.7 million$(21.9 million)$3.1 million$209.2 million639For a reconciliation of our non-GAAP adjusted EBITDA from continuing operations to our net loss from continuing operations, as well as other information about this non-GAAP financial measure, please see the section entitled "Non-GAAP Financial Information."2 2021 Proxy StatementPROXY SUMMARY
Since the onset of the pandemic, we have taken quick and decisive action to adapt our business and practices to ensure the health and safety of our employees while delivering on our fundamental commitment to serving our customers. By the time COVID-19 was declared a pandemic, KVH had a comprehensive action plan in place. As a global technology company, we leveraged our existing IT infrastructure to seamlessly transition most of our corporate staff to work-from-home, enabling us to continue delivering 24/7, uninterrupted service to our customers.As an essential business for both telecommunications services and defense navigation products, we maintained full operations at both of our factories, making important modifications to allow for social distancing and increased cleaning and sanitization. We also provided protective masks, gloves, hand sanitizer, and other tools to protect the health and safety of our employees.Given the uncertainty of the pandemic's impact on our business, we also took unprecedented measures to align our costs with the current business environment. We temporarily reduced executive salaries and bonuses, as well as certain non-executive salaries, that were restored in September 2020. We also made targeted reductions to sales and marketing costs, primarily due to the significant reduction in travel and spending on trade shows. With the benefit of these cost-reduction measures and the support of a loan under the Paycheck Protection Program, we were able to avoid layoffs and maintain our workforce during a challenging time, allowing us to continue to support our customers and maintain our focus on executing on our strategic initiatives.Like many other businesses around the world, the global COVID-19 pandemic has impacted many areas of our business. The operations of our KVH Media Group business, which offers commercially licensed news, music, TV, and movie entertainment for the retail, hotel, and other industries, have been particularly affected due to the global reduction in travel resulting from the pandemic and resulted in an impairment charge of $10.5 million, which is included in the 2020 operating loss.Despite the significant challenges posed by the pandemic, 2020 included many successes and progress on our strategic initiatives. We ended our year positively, reporting overall revenue growth and an increase in adjusted EBITDA in the fourth quarter. We continued to migrate customers to our new high-throughput satellite (HTS) network, and we expect to complete the migration later this year, which we expect to reduce annual network operating costs by approximately $4 million to $5 million starting next year. We continued to show growth in our subscription-based, Connectivity-as-a-Service (CaaS) AgilePlans offering, continued to develop our sales channel partnerships for KVH Watch, our new Internet of Things (IoT) CaaS offering, which we expect to provide a robust pipeline of future revenue opportunities, and continued to commercialize our photonic integrated chip (PIC) inertial navigation technology.Thanks to the extraordinary efforts and commitment of our employees, we were able to continue to deliver for our customers despite the challenging environment, and our core business remained strong.KVH Industries, Inc. 20212022 Proxy Statement 31 üFollowing the annual meeting, and assuming our Board's nominees are elected, our Board will include three women (43% gender diversity)ü Our directors are elected for three-year terms by majority voting in uncontested elections and by plurality voting in contested elections üThe ✔ A majority of our directors are independent, and a majority of our directors are women. Currently, all of our directors are independent ü ✔ All of the members of our audit, compensation and nominating and corporate governance committees are independent ü ✔ We have appointed a leadan independent director to serve as a liaison between our independent directors and our ChairmanChair of the Board who is our President and Chief Executive Officer ü ✔ Executive sessions of independent directors are held at each regularly scheduled Board meeting ü ✔ We rotated our independent registered public accounting firm in June 2014 ü ✔ We conduct annual stockholder votes to ratify the selection of our independent registered public accounting firm ü ✔ The majority of director compensation is in the form of KVH common stock ü ✔ We have a strong pay-for-performance executive compensation philosophy ü ✔ We conduct annual non-binding "say“say on pay"pay” votes regarding our executive compensation program ü ✔ We do not have any executive employment agreements ora “double-trigger” requirement for executives to receive cash severance and equity vesting upon a change inof control agreements ü ✔ Our independent compensation consultant is hired by the compensation committee ü ✔ We conduct annual Boardboard and committee self-assessments ü ✔ We prohibit short sales, transactions in derivatives, hedging, and pledging of KVH securities by our directors and named executive officers ADVISORY VOTENON-BINDING “SAY ON NAMED EXECUTIVE OFFICER COMPENSATION
PAY” VOTE2020.2021. The Compensation Committee of our Board of Directors oversees our executive compensation program, which is designed to motivate our executives to increase profitability and stockholder returns, to tie pay to performance effectively, and to compete effectively for and retain managerial talent.management'smanagement’s interests are aligned with our stockholders'stockholders’ interests to support long-term value creation."say“say on pay"pay” vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the compensation methodology described in this proxy statement. While this vote is advisory and not binding, the Board and the Compensation Committee will consider the outcome of the vote, along with other relevant factors, when considering future executive compensation decisions."say“say on pay"pay” vote may be found on page 20.4 pages 19 - 21.20212022 Proxy Statement 320202021 compensation program for our named executive officers was comprised of three primary elements – base salary, cash-based incentive compensation and annual equity grants. We believe the compensation program for our named executive officers included key features that aligned the interests of our executives with KVH'sKVH’s business strategies and goals and stockholders'stockholders’ interests. The mix of target compensation for our named executive officers for 2020 reflects these objectives, as shown in the chart. The percentages shown represent percentages of average total target compensation, not average total actual compensation, and as a result do not match the percentages calculable from actual compensation reflected in the Summary Compensation Table on page 31. For 2020, fixed pay represents the sum of salary, holiday bonus and perquisites; variable ("at-risk") pay represents equity awards and non-equity incentive plan compensation. For more information on the compensation of our named executive officers for 2020, see "Proposal 2 – Advisory Vote on Named Executive Officer Compensation".Average NEO Compensation Mix
What We Do What We Don'tDon’t Do ü✔üAlignüürevenue and adjusted EBITDAoperating incomeüüüüü✗✔No long-term employment agreements or agreements ✗No guaranteed severance programs✗✗✗✘✗ KVH Industries, Inc. 2021 Proxy Statement 5TableContentsPROXY SUMMARYFor 2020, we had a non-equity incentivetarget compensation plan intended to rewardfor our named executive officers for achievement2021 reflected the objectives of corporate, business unitour executive compensation program, as shown in the chart. The percentages shown represent percentages of average total target compensation, not average total actual compensation, and individual performance goals for that year. In May 2020, as a result do not match the percentages calculable from actual compensation reflected in the Summary Compensation Table on page 29. For 2021, fixed pay represents the sum of salary, holiday bonus and perquisites; variable (“at risk”) pay represents equity awards and non-equity incentive plan compensation. For more information on the potential adverse impact that the COVID-19 pandemic was anticipated to have oncompensation of our business, senior management implemented, with the approval of the Compensation Committee, a cash conservation and cost reduction plan (the "Cost-Savings Plan") that included, among other cost-saving measures, temporary reductions in executive base salaries and bonus opportunities for the named executive officers. The reductions took effect on May 11, 2020 and continued until September 25, 2020 (the "Cost-Savings Period"), the point at which we determined that the Cost-Savings Plan was no longer warranted. During the Cost-Savings Period, executive base salaries were reduced by 15% for the CEO and 10% for our other named executive officers. In addition to the temporary reductions in base salary, the portion of each named executive officer's target incentive compensation attributable to individual performance during 2020 (representing 25% of the executive's total target incentive compensation) under our 2020 incentive compensation plan was reduced by 30% during the Cost-Savings Period. In March 2021, after reviewing our overall financial performance for 2020, the Compensation Committee determined not to make any awards with respect to the portion of each named executive officer's incentive compensation target attributable to corporate performance or business unit performance but did award incentive compensation for achievement of individual performance goals. Taking into account the awards for individual performance, the aggregate incentive compensation actually received by our CEO for 2020 represented 20% of his base salary, rather than the targeted 90% of his base salary, and the aggregate incentive compensation actually received by our other named executive officers ranged from approximately 9% to 13% of their respective base salaries, rather than the targeted range of 40% to 60% of their respective base salaries.Actual Annual Incentive Payment Versus Target(for 2021, see “Proposal 3 – Non-Binding “Say-on-Pay” Vote”.Percentage of Base Salary)NEO Compensation Mix![[MISSING IMAGE: tm2213248d1-pc_avgneopn.jpg]](https://files.docoh.com/DEF 14A/0001104659-22-054613/tm2213248d1-pc_avgneopn.jpg)
64 KVH Industries, Inc. 20212022 Proxy Statement For 2021, we had a non-equity incentive compensation plan intended to reward our named executive officers for achievement of corporate, mobile connectivity business unit, inertial navigation business unit and individual performance goals for that year, with each component representing 25% of the executives’ target bonus opportunity. In March 2022, after assessing our overall financial performance for 2021, our Compensation Committee determined to award non-equity incentive compensation to our named executive officers in accordance with our performance against corporate, business unit and individual performance goals for 2021, except that our Compensation Committee determined not to award any non-equity incentive compensation to our then-serving chief executive officer. The degree of achievement of our corporate, mobile connectivity business unit and inertial navigation business unit goals was 25%, 44% and 0%, respectively. Our Compensation Committee determined that our named executive officers, other than our former chief executive officer, achieved 100% of their individual performance goals. The aggregate incentive compensation actually received by our named executive officers, other than our former chief executive officer, ranged from approximately 22% to 25% of their respective base salaries, rather than the targeted range of 50% to 60% of their respective base salaries. ![[MISSING IMAGE: tm2213248d1-bc_annualincepn.jpg]](https://files.docoh.com/DEF 14A/0001104659-22-054613/tm2213248d1-bc_annualincepn.jpg)
Why am I receiving these proxy materials? Our Boardsoliciting your vote atthe purpose of the annual meeting, which is to be held on [ · ], 2021 at [ · ], Eastern Time. The annual meeting will be held at the offices of KVH, located at 50 Enterprise Center, Middletown, Rhode Island. As part of our COVID-19 precautions, the annual meeting may be held solely by means of remote communication rather than in person. We are monitoring the public health, travel, business, and social gathering concerns of our stockholders and employees in light of the ongoing COVID-19 pandemic, as well as any related restrictions and protocols by federal, state, and local governments. If we determine to hold the annual meeting by means of remote communication, we will announce the decision to do so in advance and provide details on how to participate in a press release issued by KVH and posting on our website at www.kvh.com. We will also file definitive additional solicitation materials with the Securities and Exchange Commission.These materials also include a BLUE voting instruction form or BLUE proxy card for the annual meeting. BLUE voting instruction forms and BLUE proxy cards are being solicited on behalf of the Board. The proxy materials include detailed information about the matters that will be discussed and voted on at the annual meeting and provide updated information about the Company that you should consider in order to make an informed decision when voting your shares.What is the purpose of the annual meeting and what are the Board's voting recommendations? Proposal 1 To elect two nominees asone Class I directors forII director to a three-year term expiring in 2024.term. Our Board's Voting Recommendation
Proposal 2FOR EACH NOMINEE RECOMMENDED BY OUR BOARD To approve the KVH Industries, Inc. Amended and Restated 2016 Equity and Incentive Plan.
Proposal 23
To approve, on an advisory (non-binding) basis, the compensation of our named executive officers. Our Board's Voting Recommendation
Proposal 4FOR Proposal 3 To ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for 2021.Our Board's Voting Recommendationfirm.FORtothat may be properly presented for action at the annual meeting. However, ifIf any other matters properlybusiness should come before the annual meeting, the individuals named as proxies, or their duly constituted substitutes acting at the annual meeting,persons present will be authorizedhave discretionary authority to vote the shares they own or otherwise act thereonrepresent by proxy in accordance with their judgment, on such matters.How many votes do I have? You will have one vote for every share of common stock you owned as of the close of business onWhen is the record date.When is the record date? [ · ], 2021,Monday, April 18, 2022, as the record date for the annual meeting. Only stockholders of record as of the close of business on that date are entitled to receive notice of the annual meeting, and to vote at, the annual meeting. At the close of business on the record date, there were [ · ]18,894,247 shares of our common stock outstanding.How many votes can be cast by all stockholders? [ · ] votes, consisting of one vote for each share of common stock outstanding on the record date. There is no cumulative voting, and the holders of the common stock vote together as a single class.Why have I received different color proxy cards? VIEX has notified the Company that VIEX intends to propose two director nominees for election at the annual meeting in opposition to the director nominees recommended by our Board. The Company has provided you with the enclosed BLUE voting instruction form or BLUE proxy card. VIEX may send you a white voting instruction form or white proxy card.KVH Industries, Inc. 2021 Proxy Statement 7QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING OF STOCKHOLDERS AND VOTINGThe Board recommends using the enclosed BLUE voting instruction form or BLUE proxy card to vote FOR each of the Board's nominees for director. Our Board also recommends that you DISREGARD the white voting instruction form and white proxy card.As further described in the "Background of the Solicitation" section of this proxy statement, because the VIEX Nominees have failed to provide certain eligibility information as required by the By-laws, the Board has determined that the VIEX Nominees are not eligible to stand for election at the annual meeting. Accordingly, at the direction of the Board, the person presiding at the annual meeting intends to disregard any attempted nomination of the VIEX Nominees, and any votes with respect to the VIEX Nominees on the white voting instruction form or white proxy card will not be counted at the annual meeting. What are the methods of voting? BLUE proxy card will be voted in accordance with your directions. If you do not specify a choice with respect to a proposal for which our Board of Directors has made a recommendation, the sharesBLUE proxy card will be voted as recommended by our Board in this proxy statement. We encourage you to vote on all matters to be considered. Our Board urges you NOT to sign or return any white proxy card that may be sent to you by VIEX. If on the record date, your shares were not held in your name, but rather were held in an account at a broker, dealer, bank or other nominee (commonly referred to as being held in "street name"“street name”), you are the beneficial but not record owner of those shares. A beneficial owner should follow the instructions of his, her or its broker, dealer, bank or other nominee in order to vote any shares.
BLUEproxy card in the enclosed postage pre-paid envelope, you are enabling each individual named on the BLUEproxy card (known as a “proxy”) to vote your shares at the annual meeting in the manner you indicate. We encourage you to sign and return BLUEthe proxy card even if you plan to attend the annual meeting. In this way, your shares will be voted even if you are unable to attend the meeting. If you received more than one BLUEproxy card, it is an indication that your shares are held in multiple accounts. Please sign and return all BLUEproxy cards to ensure that all of your shares are voted. Our Board urges you NOT to sign or return any white proxy card that may be sent to you by VIEX.
BLUE proxy card. If you vote by telephone, you do not need to complete and mail your BLUEproxy card.
BLUE proxy card. If you vote on the Internet, you do not need to complete and mail your BLUEproxy card.Will my shares be voted if I do nothing? of our common stock are registered directly in your name, you must complete, sign, date, and return a proxy card or submit a proxy by telephone or by Internet in order for your shares to be voted.If your sharesare considered the stockholder of common stock are held in "street name," that is, held for your account by a broker, bank or other nominee,record and you do not instruct your broker, bank or other nominee howhave the right to vote your shares, then, to the extent your broker, bank or other nominee has forwarded VIEX's proxy materials to you, your broker, bank or other nominee would not have discretionary authority to vote your shares on the proposals to be consideredin person at the annual meeting. If your shares of our common stock are held in "street name," your broker, bank or nominee has enclosed a BLUE voting instruction form with this proxy statement. We encourage you to authorize your broker, bank or other nominee to vote your shares by following the instructions provided on the BLUE voting instruction form.We strongly urge you to vote FOR each of our Board's nominees listed in Proposal 1, and FOR Proposals 2 and 3 by using the enclosed BLUE proxy card to vote TODAY by Internet, by telephone or by signing, dating and returning the enclosed BLUE proxy card in the envelope provided. If your shares are held in "streetthe name" you should follow the instructions on the BLUE voting instruction form provided by of your broker bank or other nominee, and provide specific instructionsyou are considered the beneficial owner of the shares held in street name. If you wish to vote shares held in street name at the meeting, you will need to bring with you to the meeting a legal proxy from your broker bank or other nominee authorizing you to vote as described above.your shares. What constitutes a quorum? By-lawsby-laws provide that a quorum consists of a majority of the shares of common stock issued and outstanding and entitled to vote at the annual meeting present in person or represented by proxy.meeting. Shares of common stock represented by a properly completedsigned and returned proxy card (including shares properly voted by telephone or on the Internet) will be treated as present at thenon-votes (if any)“non-votes” are8 KVH Industries, Inc. 2021 Proxy StatementQUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING OF STOCKHOLDERS AND VOTINGWhat is a broker non-vote? broker non-vote“non-vote” occurs when a broker or nominee holding shares for a beneficial owner returns a proxy card but does not vote that owner’s shares on a proposal because the broker or nominee does not have discretion to vote on a particular proposaldiscretionary voting power and the broker has not received instructions from the beneficial ownerthat owner.sharesvotes properly cast at the annual meeting will be necessary to elect a Class II director to a three-year term (proposal 1), to approve the amendment and restatement of common stock asthe 2016 Plan (proposal 2), to how to voteapprove, on such proposal. As a result, if you do not instruct your broker on how to vote your shares regarding the election of directors, thean advisory approval of(non-binding) basis, the compensation of our named executiveexecuted officers for 2021 (proposal 3), and to approve the ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for 2021, then your shares may not be voted on these matters. We urge you to instruct your broker about how you wish your shares to be voted.Who can attend the annual meeting? Attendance2022 (proposal 4). A majority of the votes properly cast at the annual meeting will be limitednecessary to stockholders asapprove any other matter that may be properly acted upon at the annual meeting. For more information on majority voting for the election of [ · ], 2021, their authorized representativesdirectors, please see “Board of Directors and guestsCommittees of the Company. Access to the annual meeting may be granted to others at the discretion of the Company. In accordance with the Company's security procedures, all persons attending the annual meeting mustBoard — Corporate Governance — Majority Voting.”present picture identification along with proof of ownership. If you are a stockholder of record, please be prepared to provide the top portion of your BLUE proxy card. If you hold your shares in "street name," you will need to provide proof of ownership, such as a recent account statement or letter from your bank,What effect do abstentions and broker or other nominee. Camerasnon-votes have?recording devicesbroker “non-votes” will not be permittedincluded in calculating the number of votes cast on any proposal. As a result, abstentions and broker “non-votes” will not have any effect on the outcome of the vote on any proposal.Even if you plan to attend the annual meeting, we strongly urge you to vote in advance by completing, signing, and dating the enclosed BLUE voting instruction form or BLUE proxy card and returning it in the postage-paid envelope provided or by voting via the Internet or by telephone.Is a list of registered stockholders available? The Company's list of stockholders as of the close of business on the record date will be available for inspection by the Company's stockholders for at least ten days prior to the annual meeting. If you want to inspect the stockholder list, please call the office of the Secretary at (401) 845-8102 to schedule an appointment during ordinary business hours. The stockholder list will also be open to the examination of any stockholder during the annual meeting at the place of the meeting.What vote is required for approval? What is the effect of absentions and broker non-votes on each of the proposals? ProposalVote Required for ApprovalEffect of Abstentions and Broker Non-VotesProposal 1 – To elect two nominees as Class I directors for a three-year term expiring in 2024The affirmative vote of a majority of the votes cast.Abstentions will have no effect on the outcome of the election of directors. Broker discretionary voting is not permitted, and broker non-votes will have no effect on the outcome of this proposal.Proposal 2 – To approve, on an advisory (non-binding) basis, the compensation of our named executive officersThe affirmative vote of a majority of the votes cast.Abstentions will have no effect on the outcome of the proposal. Broker discretionary voting is not permitted, and broker non-votes will have no effect on the outcome of this proposal.Proposal 3 – To ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for 2021The affirmative vote of a majority of the votes cast.Abstentions will have no effect on the outcome of the proposal. Broker discretionary voting is not permitted if VIEX delivers its proxy materials to your broker, bank or other nominee on your behalf. If VIEX does not provide your broker, bank, or other nominee with solicitation materials, your broker, bank, or other nominee will be able to vote your shares with respect to this proposal. Broker non-votes (if any) will have no effect on the outcome of this proposal. KVH Industries, Inc. 2021 Proxy Statement 9QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING OF STOCKHOLDERS AND VOTINGIt will NOT help elect our Board's nominees if you sign and return a white proxy card sent by VIEX. Doing so will revoke any previous vote you may have cast on KVH's BLUE proxy card. We encourage you to vote FOR each of the Board's nominees on our BLUE voting instruction form or BLUE proxy card and to DISREGARD, and not return, any white voting instruction form or white proxy card that you receive from VIEX.Pursuant to our By-laws, written notice by stockholders of qualifying nominations for election to the Board at the annual meeting must have been received by February 4, 2021. We did not receive any such nominations, other than the nominations from VIEX, and no other nominations for election to the Board may be made by stockholders at the annual meeting.However, as further described in the "Background of the Solicitation" section of this proxy statement, because the VIEX Nominees have failed to provide certain eligibility information as required by the By-laws, the Board has determined that the VIEX Nominees are not eligible to stand for election at the annual meeting. Accordingly, at the direction of the Board, the person presiding at the annual meeting intends to disregard any attempted nomination of the VIEX Nominees, and any votes with respect to the VIEX Nominees on the white voting instruction form or white proxy card will not be counted at the annual meeting.The Board has no reason to believe that Cielo Hernandez and Cathy-Ann Martine-Dolecki will not serve if elected. However, if, for some reason, any of the Board's director nominees are unable to serve, or for good cause will not serve if elected, the persons named as proxies may vote for a substitute nominee recommended by the Board and, unless you indicate otherwise on the BLUE proxy card, your shares will be voted in favor of the Board's remaining nominees. If any substitute nominee is designated prior to the annual meeting, we will file an amended proxy statement that, as applicable, identifies the substitute nominee, discloses that such nominee has consented to being named in the revised proxy statement and to serve if elected, and includes certain biographical and other information about such nominee required by the rules of the SEC.Who will count the votes? We have retained Corporate Election Services to assist as the tabulator of the BLUE proxy cards and have retained First Coast Results, Inc. to serve as independent inspector to count and certify votes at the annual meeting.Who is soliciting my vote? email.e-mail. We expect that the expense of any special solicitation will be nominal. We will pay all expenses incurred in connection with this solicitation. We have also retained D.F. King & Co., Inc. to solicit proxies.Can I change my vote? How can a proxy be revoked? Yes. If you are a stockholder of record, you may revoke your proxy at any time before it is voted at the meeting. Only your latest dated proxy will count. In order to revoke your proxy, you must either:ü date, and return another proxy card with a later date;ü timely written notice of the revocation of your proxy to our secretary;üvoting at a later time via theif you voted by Internet or telephone, follow the instructions for revocation provided by telephone as instructed above;Internet or telephone; orüat the meeting.vote or revoke your voting instructions. vote.If you have previously submitted a white proxy card sent to you by VIEX, you may change your vote by completing, signing, dating, and returning the enclosed BLUE proxy card in the postage-paid envelope provided, or by voting via the Internet or by telephone by following the instructions on the BLUE proxy card. Please note that submitting a white proxy card sent to you by VIEX will revoke votes you have previously made via the Company's BLUE proxy card.Whether or not you plan to attend the annual meeting, we urge you to complete, sign, date, and return the enclosed BLUE voting instruction form or BLUE proxy card in the postage-paid envelope provided, or vote via the Internet or by telephone as instructed on the BLUE voting instruction form or BLUE proxy card.10 20212022 Proxy Statement 7QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETINGTABLE OF STOCKHOLDERS AND VOTINGAs further described in the "Background of the Solicitation" section of this proxy statement, because the VIEX Nominees have failed to provide certain eligibility information as required by the By-laws, the Board has determined that the VIEX Nominees are not eligible to stand for election at the annual meeting. Accordingly, at the direction of the Board, the person presiding at the annual meeting intends to disregard any attempted nomination of the VIEX Nominees, and any votes with respect to the VIEX Nominees on the white voting instruction form or white proxy card will not be counted at the annual meeting.Who pays for KVH's proxy solicitation? We will bear the cost of the solicitation of proxies on behalf of the Board of Directors. For additional information regarding the cost of this solicitation, please see the section titled "Additional Information—Costs of Solicitation" on page 48 of this proxy statement.How can I find the voting results of the Annual Meeting? Voting results will be tallied by the inspector of election. We will report the preliminary results in a Current Report on Form 8-K, which we must file with the SEC within four business days following the annual meeting. We will similarly report the final results as soon as practicable following certification by the inspector of election.Do I have any dissenters' or appraisal rights with respect to any of the matters to be voted on at the annual meeting? No. Delaware law does not provide stockholders any dissenters' or appraisal rights with respect to the matters to be voted on at the annual meeting.Who should I call if I have questions about the annual meeting? If you have any questions or require assistance voting on the BLUE voting instruction form or BLUE proxy card, or if you need additional copies of the proxy materials, please contact our proxy solicitation firm, D.F. King & Co., Inc. at:48 Wall St FL 23, New York, NY, 10005-2922Banks and brokers may call collect at (212) 269-5550All others may call toll-free at (800) 488-8095Email: KVH@dfking.comKVH Industries, Inc. 2021 Proxy Statement 11BACKGROUND OF THE SOLICITATION On February 5, 2020, Vintage Capital Management, LLC ("Vintage Capital") filed a Schedule 13D with the SEC disclosing beneficial ownership of approximately 9.39% of the outstanding shares of the Company's common stock.The next day, on February 6, 2020, Vintage Capital submitted to the Company a notice of Vintage Capital's intent to nominate Robert Tavares and another individual to the Board at the Company's 2020 annual meeting of stockholders (the "2020 Annual Meeting").On April 8, 2020, Vintage Capital and the Company entered into a cooperation agreement (the "Vintage Capital Cooperation Agreement"). Pursuant to the Vintage Capital Cooperation Agreement, the Company, among other things, agreed to appoint Mr. Tavares to serve as a director of the Company.At the 2020 Annual Meeting, which was held on June 10, 2020, director Bruce J. Ryan did not stand for re-election and concluded his service as a member of the Board. In addition, Danelle M. Barrett was elected to serve as a director of the Company.On November 5, 2020, Eric Singer, the managing member of VIEX Capital Advisors, LLC, contacted Brent Bruun, the Company's Chief Operating Officer and then-interim Chief Financial Officer, requesting a call with Mr. Bruun and Martin Kits van Heyningen, the Company's Chief Executive Officer and Chairman of the Board.On November 6, 2020, Mr. Bruun held a telephone conversation with Mr. Singer. During the conversation, Mr. Bruun discussed with Mr. Singer the Company's business, strategy, operations, and financial performance, and Mr. Bruun addressed certain questions and views conveyed by Mr. Singer. In addition, Mr. Singer represented to Mr. Bruun that VIEX owned more shares of the Company's common stock than Mr. Kits van Heyningen, who held approximately 4.9% of the Company's issued and outstanding shares at the time, as was publicly disclosed. However, according to the preliminary proxy statement filed by VIEX on April 9, 2021 (the "VIEX Preliminary Proxy Statement"), VIEX owned only approximately 2.2% of the Company's issued and outstanding shares as of November 6, 2020, the date Mr. Singer made the representation about his ownership level to Mr. Kits van Heyningen.On November 16, 2020, Mr. Bruun held a telephone call with Peter T. Shaper to discuss the Company's business and operations.On November 24, 2020, Messrs. Bruun and Kits van Heyningen held a telephone call with Mr. Shaper to discuss the Company's business and operations.On January 14, 2021, VIEX Opportunities Fund, LP – Series One ("VIEX Series One"), delivered a notice to the Company indicating its intent to nominate Mr. Singer and John Mutch (the "VIEX Nominees") for election to the Board (the "Nomination Notice"). The Nomination Notice indicated that, as of January 14, 2021, VIEX Series One, together with other entities affiliated with VIEX and Mr. Singer, owned approximately 3.9% of the Company's outstanding shares of common stock.On January 18, 2021, Mr. Kits van Heyningen held a telephone conversation with Mr. Singer to discuss the Nomination Notice and the Company's business, operations, and strategy. During the discussion, Mr. Singer shared his views on the Company and its performance. Mr. Singer indicated, among other things, that he did not have a specific plan regarding how the Company could improve its performance.On January 25, 2021, the Board met to discuss the annual meeting, the composition of the Board, the Nomination Notice, and other matters related to VIEX. At the conclusion of the meeting, the Board formed an ad hoc committee comprised of Ms. Barrett and Messrs. Dodez and Kits van Heyningen to manage the response to and discussions with VIEX on behalf of the Board (the "Ad Hoc Committee").On February 1, 2021, the Ad Hoc Committee met to discuss matters related to VIEX, the composition of the Board, the Nomination Notice, and the Ad Hoc Committee's interest in meeting with the VIEX Nominees to evaluate their candidacies to serve as members of the Board. During the meeting, the Ad Hoc Committee discussed the qualifications and backgrounds of the VIEX Nominees, including the Delaware Court of Chancery's finding in In re PLX Technology Inc. Stockholders Litigation that Mr. Singer breached his fiduciary duties to PLX Technology Inc. ("PLX"), and induced other PLX directors to breach their duties by withholding material information from his fellow directors (the "PLX Case"). At the conclusion of the meeting, the Ad Hoc Committee authorized Mr. Dodez, in his capacity as a member of the Nominating and Corporate Governance Committee of the Board (the "Nominating and Corporate Governance Committee"), to schedule interviews with both of the VIEX Nominees, including, in the case of Mr. Singer, to learn more about the PLX Case.12 KVH Industries, Inc. 2021 Proxy StatementBACKGROUND OF THE SOLICITATIONOn February 4, 2021, the time period for stockholders to submit director nominations to be considered at the annual meeting pursuant to the By-laws expired.On February 5, 2021, Mr. Dodez e-mailed both of the VIEX Nominees to schedule interviews regarding their candidacies to serve as members of the Board.Between February 5, 2021 and February 8, 2021, Mr. Dodez exchanged e-mails with Mr. Singer regarding the VIEX Nominees' willingness to meet with Mr. Dodez and Charles Trimble in their capacities as members of the Nominating and Corporate Governance Committee and the nationally recognized independent executive search firm assisting the Company with its review of potential director candidates (the "Independent Search Firm"). In his communications to Mr. Dodez during this time period, Mr. Singer indicated that he was willing to meet only with all of the independent directors of the Company and only if such meeting was in the context of a potential settlement involving the Company's appointment of the VIEX Nominees as members of the Board.On February 8, 2021, the Ad Hoc Committee met to discuss the qualifications and backgrounds of the VIEX Nominees, the composition of the Board, and the status of the Board's ongoing refreshment process. During the meeting, the Ad Hoc Committee reviewed background research that had been conducted on the VIEX Nominees and determined that additional information about the backgrounds and experiences of the VIEX Nominees would be necessary to determine their eligibility to serve as directors of the Company.Later on February 8, 2021, the Company engaged the Independent Search Firm to assist the Company with its review of potential director candidates.On February 9, 2021, the Board met to discuss, among other things, updates regarding the Company's recent interactions with VIEX.On February 10, 2021, Mr. Dodez again invited Mr. Singer to interview with members of the Nominating and Corporate Governance Committee in order to permit the Nominating and Corporate Governance Committee to further evaluate Mr. Singer's candidacy for a position as a director of the Company. Mr. Dodez noted that the Nominating and Corporate Governance Committee, on which he and Mr. Trimble served, was responsible for reviewing director candidates and that such committee's charter required the Nominating and Corporate Governance Committee to evaluate candidates nominated by stockholders of the Company.On February 12, 2021, the Nominating and Corporate Governance Committee met to discuss the composition of the Board, the Company's potential nominees for election to the Board at the annual meeting, and the status of the Board's ongoing refreshment process, including the search being conducted by the Independent Search Firm.On February 22, 2021, Mr. Singer responded to Mr. Dodez's e-mail of February 10, 2021. Mr. Singer stated that he was willing to meet only with all of the Company's independent directors, subject to the execution of a nondisclosure agreement.On February 24, 2021, Mr. Dodez e-mailed the VIEX Nominees separately to invite them to meet with members of the Nominating and Corporate Governance Committee. In his e-mail to Mr. Singer, Mr. Dodez noted that the Company did not believe that a nondisclosure agreement would be necessary to Mr. Singer's potential interview, indicating that the Company would neither share non-public information with Mr. Singer nor ask Mr. Singer for non-public information and that Mr. Singer would be under no obligation to answer any question with which he was uncomfortable. Mr. Singer did not respond to Mr. Dodez's e-mail. Mr. Mutch agreed to meet with Messrs. Dodez and Trimble on March 1, 2021.On February 26, 2021, Mr. Bruun held a telephone call with Mr. Shaper to discuss the Company's business and operations.On March 1, 2021, Messrs. Dodez and Trimble, in their capacities as members of the Nominating and Corporate Governance Committee, met with Mr. Mutch by videoconference to discuss his candidacy for a position as a member of the Board.On March 2, 2021, the Ad Hoc Committee met to discuss the meeting that Messrs. Dodez and Trimble held with Mr. Mutch. Mr. Trimble participated in the meeting at the invitation of the Ad Hoc Committee. The Ad Hoc Committee further considered the qualifications, skills, and experience of Mr. Mutch in light of his meeting with Messrs. Dodez and Trimble, and determined that the Independent Search Firm should conduct a further review of Mr. Mutch's candidacy. The Ad Hoc Committee also considered potential options to obtain certain information necessary to assess the candidacies of the VIEX Nominees, including options available to the Company pursuant to the By-laws to request information from the VIEXKVH Industries, Inc. 2021 Proxy Statement 13BACKGROUND OF THE SOLICITATIONNominees to address concerns identified by the Ad Hoc Committee in connection with its background research on the VIEX Nominees.On March 3, 2021, the Nominating and Corporate Governance Committee met with the Independent Search Firm to discuss the status of the Company's ongoing Board refreshment process, including whether candidates with qualifications, backgrounds, and experiences that fit the profile developed by the Nominating and Corporate Governance Committee in light of the current composition of the Board had been identified. The Nominating and Corporate Governance Committee also discussed the meeting that Messrs. Dodez and Trimble held with Mr. Mutch, including the qualifications, skills, and experience of Mr. Mutch. At the conclusion of the meeting, the Nominating and Corporate Governance Committee directed the Independent Search Firm to conduct a further review of Mr. Mutch's candidacy to serve as a member of the Board.On March 4, 2021, VIEX issued a press release announcing the Nomination Notice. The press release indicated, among other things, that VIEX owned 3.4% of the Company's outstanding shares of common stock, a decrease in VIEX's ownership position relative to what was disclosed to the Company in the Nomination Notice.On March 5, 2021, the Company, pursuant to the By-laws, sent VIEX a letter (the "Supplemental Request Letter") requesting that the VIEX Nominees provide additional information regarding the eligibility of the VIEX Nominees to serve as members of the Board (the "Eligibility Information"). The Supplemental Request Letter sought additional context that the Board should consider when evaluating the Delaware Court of Chancery's opinion and findings in the PLX Case with respect to Mr. Singer's actions as a director at PLX, and certain other information intended to address questions and concerns identified by the Ad Hoc Committee through its background research on the VIEX Nominees, including information with respect to (i) any denials of D&O insurance coverage, or increased premiums in connection with such coverage, following any legal proceeding, including the PLX Case, (ii) any instances where another board of directors asked any of the VIEX Nominees to resign from the board or refused to re-nominate such individual, (iii) communications or understandings between the VIEX Nominees and Vintage Capital related to the Company or the Board, (iv) whether the VIEX Nominees had received consents from the other public company boards on which they served to serve as a director of the Company, and (v) how each VIEX Nominee intended to manage the responsibilities of serving on multiple public company boards, in addition to the responsibilities of their principal occupations, including in light of the fact that, at the time of the Supplemental Request Letter, Mr. Singer was seeking election at Velodyne Lidar, Inc., both VIEX Nominees were seeking election at Leaf Group Ltd., and both of the VIEX Nominees were already serving on two public company boards. The Supplemental Request Letter requested that the VIEX Nominees provide the Eligibility Information to the Company within five business days.On March 8, 2021, the Ad Hoc Committee held a meeting to discuss the status of the Company's ongoing Board refreshment process, Mr. Mutch's background and research that had been conducted with respect to his service on public company boards, and the Supplemental Request Letter.On March 12, 2021, a representative of Olshan Frome Wolosky LLP ("Olshan"), counsel to VIEX, sent representatives of Kirkland & Ellis LLP ("Kirkland"), counsel to the Company, a letter indicating that the VIEX Nominees would respond to any reasonable requests required to be disclosed under the By-laws no later than March 26, 2021 (the "March 12 VIEX Letter"). The March 12 VIEX Letter did not include any of the Eligibility Information.On March 15, 2021, the Ad Hoc Committee held a meeting to discuss the March 12 VIEX Letter and the status of the Company's ongoing Board refreshment process. With respect to the March 12 VIEX Letter, the Ad Hoc Committee directed Kirkland to send Olshan a letter underscoring that failure to respond to the Supplemental Request Letter on a timely, complete, and accurate basis may constitute failure to comply with the advance notice requirements for director nominations as set forth in the By-laws (the "March 16 Company Letter").Also on March 15, 2021, Mr. Bruun held a telephone call with Mr. Shaper to discuss the Company's business and operations.On March 16, 2021, Kirkland sent Olshan the March 16 Company Letter.On March 22, 2021, the Ad Hoc Committee held a meeting to discuss the status of the Company's ongoing Board refreshment process, the Company's potential slate of director nominees for election to the Board at the annual meeting, the proposed timing for announcing the Company's new director nominees and filing the Company's preliminary proxy statement with the SEC, and the fact that the Company had not yet received a response to the March 16 Company Letter.14 KVH Industries, Inc. 2021 Proxy StatementBACKGROUND OF THE SOLICITATIONOn March 25, 2021, the Nominating and Corporate Governance Committee held a meeting to discuss the composition of the Board, the Company's potential nominees for election to the Board at the annual meeting, and the status of the Board's ongoing refreshment process, including the search being conducted by the Independent Search Firm.On March 26, 2021, Mr. Singer sent a letter to the independent members of the Board (the "March 26 VIEX Letter"). Mr. Singer stated that VIEX believed that the Company's requests for the Eligibility Information in the Supplemental Request Letter were unreasonable. In addition, Mr. Singer stated that VIEX did not believe that the By-laws required the VIEX Nominees to respond to the questions set forth in the Supplemental Request Letter.On April 5, 2021, the Ad Hoc Committee met to discuss the Company's potential slate of director nominees for election to the Board at the annual meeting and the March 26 VIEX Letter. The Ad Hoc Committee also discussed the possibility of reaching a settlement with VIEX.On April 9, 2021, Mr. Shaper called Mr. Bruun to discuss the Company's business and operations, including Mr. Shaper's interest in facilitating the Company's entry into the energy sector. Neither during this conversation, nor in any prior conversation with representatives of the Company, did Mr. Shaper indicate that he intended to work with VIEX or be a participant in VIEX's solicitation of proxies for use at the annual meeting.Also on April 9, 2021, VIEX filed the VIEX Preliminary Proxy Statement.On April 12, 2021, VIEX filed a Schedule 13D with the SEC, reporting beneficial ownership of approximately 5.3% of the common stock (the "VIEX Schedule 13D").Later on April 12, 2021, the Ad Hoc Committee held a meeting to discuss the VIEX Preliminary Proxy Statement, the VIEX Schedule 13D, and the status of the Company's ongoing Board refreshment process, including the background and experiences of certain potential nominees for election to the Board at the annual meeting. In addition, the Ad Hoc Committee discussed the terms on which the Company might be willing to settle with VIEX.On April 19, 2021, VIEX filed an amendment to the VIEX Schedule 13D, disclosing that Bradley L. Radoff and Mr. Shaper had joined VIEX's "group," within the meaning of Section 13(d)(3) of the Exchange Act, for the purpose of seeking the election of the VIEX Nominees to the Board at the annual meeting.Also on April 19, 2021, the Ad Hoc Committee met to discuss the amendment to the VIEX Schedule 13D filed earlier the same day. The Ad Hoc Committee also discussed the backgrounds and experiences of certain potential nominees for election to the Board at the annual meeting.On April 29, 2021, the Nominating and Corporate Governance Committee concluded its nearly three-month search process during which it worked with the Independent Search Firm to identify, evaluate and interview director candidates that met criteria developed by the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee determined that it would recommend Ms. Dolecki and Ms. Hernandez for nomination to the Board. Ms. Dolecki and Ms. Hernandez were both identified by the Independent Search Firm.On the same day, the Board held a meeting to discuss the candidacies of Ms. Dolecki and Ms. Hernandez, the annual meeting, and matters related to VIEX. At the meeting, the Board determined that it was in the best interests of the Company and its stockholders for Ms. Dolecki and Ms. Hernandez to serve as the Company's nominees for election to the Board at the annual meeting. In addition, the Board directed representatives of Kirkland to reengage with Olshan regarding the Supplemental Request Letter and to discuss a possible settlement between the Company and VIEX. The Board also concluded that, because the VIEX Nominees failed to provide the Eligiblity Information as required by the By-laws, the VIEX Nominees would not be eligible to stand for election at the annual meeting and, pursuant to the By-laws, the person presiding at the annual meeting should disregard any attempted nomination of the VIEX Nominees.On April 30, 2021, Mr. Shaper contacted Mr. Kits van Heyningen requesting a meeting. Later that day Mr. Kits van Heyningen held a telephone call with Mr. Shaper to discuss his involvement with the VIEX "group" and his interest in working with the Company. Among other things, Mr. Shaper indicated that he had only spoken with Mr. Singer once and that he had never spoken with Mr. Mutch.Later on April 30, 2021, a representative of Kirkland called a representative of Olshan to discuss the VIEX Nominees' failure to provide the Eligibility Information, the Board's determination that the VIEX Nominees were not eligible to stand for election to the Board at the annual meeting, and a potential settlement between the Company and VIEX. As part of its settlement proposal, the Company offered, among other things, to engage Mr. Shaper as a consultant, and invited VIEX to cooperate in the announcement of the Company's nominations of Ms. Dolecki and Ms. Hernandez. As part of its offer, the CompanyKVH Industries, Inc. 2021 Proxy Statement 15BACKGROUND OF THE SOLICITATIONalso proposed that Mr. Honey stand for re-election at the annual meeting. The Company did not propose that VIEX be subject to any standstill, voting or other restrictions.Later on April 30, 2021, in response, VIEX proposed, among other things, that Mr. Shaper join the Board and be part of a newly formed committee of the Board focused on improving financial performance, subject to a one-year standstill agreement. In its proposal, VIEX also insisted that Mr. Honey not stand for re-election.On May 1, 2021, the Company responded to VIEX's counterproposal. The Company became aware of news reports citing statements from a federal bankruptcy judge in connection with bankruptcy proceedings concerning Speedcast International indicating, among other things, that evidence had been presented that Mr. Shaper had breached his fiduciary duties by refusing to give equal treatment to offers for the debtors that were not for Mr. Shaper's personal benefit. In light of this information, the Company indicated to VIEX that it would not be comfortable adding Mr. Shaper to the Board in a fiduciary capacity. However, the Company indicated in its counterproposal that it would remain willing to engage Mr. Shaper as a consultant, that Mr. Honey would stand for re-election to the Board at the annual meeting but would agree not to serve another term, and that this framework would not require any standstill obligations from VIEX. The Company further indicated that, in light of the fiduciary duty issues that came to light with respect to both Mr. Singer and Mr. Shaper, the Company was not open to adding Mr. Mutch or other individuals suggested by VIEX. VIEX represented to the Company that it was not aware of the foregoing issues with respect to Mr. Shaper.Later on May 1, 2021, VIEX responded by reverting to its original proposal, except that instead of Mr. Shaper joining the Board, VIEX proposed that Mr. Radoff join the Board. VIEX acknowledged that Mr. Radoff did not have industry experience but indicated that his qualifications included his ownership of shares of the Company's common stock, membership in the VIEX group, and public company board experience.On May 2, 2021, the Board met to discuss the settlement discussions that occurred on April 30, 2021 and May 1, 2021 and potential approaches to reach a negotiated resolution that would benefit the Company's stockholders. At the Board's direction, the Company made a further proposal to VIEX, pursuant to which, among other things, Mr. Honey would not be re-nominated at the annual meeting, Mr. Shaper would be retained as a consultant to the Company's CEO and to the Board and would be invited to present to the Board on strategic and financial issues, and VIEX would be invited to join in the Company's press release announcing the nominations of Ms. Dolecki and Ms. Hernandez. As part of this proposal, the Company rejected the proposal to add Mr. Radoff to the Board.Later on May 2, 2021, VIEX rejected the Company's proposal and again reiterated its proposal that Mr. Radoff join the Board. The Company again rejected VIEX's proposal to add Mr. Radoff to the Board. In a final attempt to reach resolution with VIEX, the Company proposed that, in addition to its prior proposal, the Board would agree to form a committee focused on improving financial performance that would itself retain Mr. Shaper as a consultant. Later in the evening of May 2, 2021, VIEX rejected the Company's final offer.Throughout the settlement discussions between April 30, 2021 and May 2, 2021, the representative of Kirkland indicated to the representative of Olshan that VIEX's continued failure to provide the Eligibility Information did not comply with the By-laws and that the Board had accordingly resolved, pursuant to the By-laws, to disregard any attempted nomination of the VIEX Nominees at the annual meeting.On May 3, 2021, the Company filed this preliminary proxy statement.16 KVH Industries, Inc. 2021 Proxy StatementDIRECTORS DIRECTOR twoone Class I directorsII director for a three-year term.sevenfive directors and is divided into three classes. We refer to these classes as Class I, Class II and Class III. The term of one class of directors expires each year at the annual meeting of stockholders. Each director also continues to serve as a director until his or her successor is duly elected and qualified. This year, the term of our Class I directors, Mark S. AinII director, Charles R. Trimble, is expiring.Stanley K. Honey, is expiring.Our BoardCorporate Governance Committee has nominated Cielo Hernandez and Cathy-Ann Martine-Doleckire-nominated Charles R. Trimble to serve as a Class I directorsII director for a three-year term expiringterm. The Committee felt that Mr. Trimble’s renomination was especially important this year due his long-term institutional knowledge and deep familiarity with KVH’s inertial navigation and mobile connectivity business segments. Our stockholders last elected Mr. Trimble at our annual meeting of stockholders in 2024. EachJune 2019.![[MISSING IMAGE: ph_charles-bw.jpg]](https://files.docoh.com/DEF 14A/0001104659-22-054613/ph_charles-bw.jpg)
nomineesdirectors since 1999, a member of our Audit Committee since 2001 and a member of our Nominating and Corporate Governance Committee since February 2004. Mr. Trimble previously served as a member of our Compensation Committee from 2000 to 2021. From 1981 to 1998, he served as the president and chief executive officer of Trimble Navigation Limited, a GPS company that he founded in 1978. Previously, he served as the manager of integrated circuit research and development at Hewlett-Packard’s Santa Clara Division. Mr. Trimble is an elected member of the National Academy of Engineering and the Council on Foreign Relations. He served on the NASA Advisory Council and the National Electronics Manufacturing Initiative, and he was Chairman of the United States GPS Industry Council from 1996 to 2013. In addition, Mr. Trimble is the past Chairman and currently a member of the Jet Propulsion Laboratory (JPL) Committee of the California Institute of Technology (Caltech) Board of Trustees. He received a B.S. in engineering physics, with honors, an M.S. in electrical engineering, and the Distinguished Alumni Award from the California Institute of Technology. Our Nominating and Corporate Governance Committee determined that Mr. Trimble should serve as a director because of his 23 years of experience as a member of our Board of Directors combined with his executive leadership and management experience as co-founder, president and chief executive officer of Trimble Navigation Limited as well as his experience as an elected member of the National Academy of Engineering, Chairman of the United States GPS Industry Council and a member of the California Institute of Technology Board of Trustees.provided a consent permitting us to name such nominee in this proxy statement and stating that such nominee consentsagreed to serve if elected, and we have no reason to believe that he will be unable to serve. If Mr. Trimble is unable or declines to serve as a director at the time of the annual meeting, proxy cards will be voted for another nominee that our Board of Directors will designate at that time. PROPOSAL 2 – APPROVAL OF KVH INDUSTRIES, INC. AMENDED AND RESTATED 2016 EQUITY AND INCENTIVE PLAN VIEXThe administrator is generally granted broad authority to administer the 2016 Plan, including the power to determine and modify the terms and conditions, not otherwise inconsistent with the terms of the plan, of any award. The administrator has notifiedthe power to determine the individuals to whom awards will be granted, the types of awards to be granted, the time of grant, the number of shares to be subject to any award, the terms and conditions of any award, and whether to amend or waive those terms and conditions or accelerate any period of vesting or exercisability. However, the 2016 Plan limits the administrator’s ability to take certain actions, including:intentsole discretion, may provide in the award agreement for a stock option, or may agree in writing with respect to nominate two individualsan outstanding stock option, that the optionee may transfer non-qualified stock options to members of his or her immediate family, to trusts for electionthe benefit of such family members, or to partnerships in which such family members are the only partners, provided that the transferee agrees in writing to be bound by all of the terms and conditions of the 2016 Plan and the applicable option.annual meeting. Our Board recommendsplan are subject to recoupment or clawback of compensation under any provision of applicable law, any term of any award agreement and any policy that you vote we may adopt from time to time. The administrator is entitled to take whatever action it determines to be necessary or appropriate to recover all or any portion of an award or any stock, payment or other compensation acquired or received in respect of that award arising or resulting from any misconduct, accounting restatement to correct an error, or any other miscalculation, error or mistake. Remedies available to the administrator include the termination, cancellation, reduction, limitation, rescission, amendment or modification of any award or any vesting, issuance of shares, payment or other consideration in respect of any award.FORsplit, combination or other similar change in our capital stock, or any merger, consolidation, conversion or sale of all or substantially all of our assets, the administrator will make appropriate or proportionate adjustments to the 2016 Plan and awards outstanding under the plan. eachThe administrator may also adjust the number of shares subject to awards and the exercise price or other terms of awards to take into consideration material changes in accounting principles or practices, extraordinary dividends, acquisitions or dispositions or other events if the administrator determines that the adjustment is appropriate to avoid distortion in the operation of the Board's nomineesplan. No such adjustment will be made to incentive stock options, without the consent of the optionee, if it would constitute a certain type of modification, extension or renewal of the option under the Code.annual meetingtarget level or, in the administrator’s discretion, based on actual performance achieved through the effective date of the change of control), each unexercised and unexpired award;BLUEKVH Industries, Inc. 2022 Proxy Statement voting instruction formPROPOSAL 2 – APPROVAL OF KVH INDUSTRIES, INC. AMENDED AND RESTATED 2016 EQUITY AND INCENTIVE PLANBLUE• proxy card. Our Board urges you NOT to sign or return any white voting instruction form or white proxy card thateach outstanding award may be sentcancelled by the administrator as of the effective date of a change of control, provided that (x) prior written notice of such cancellation is given to you by VIEX.each holder of such an award and (y) each holder of such a stock option or stock appreciation right will have the right to exercise any exercisable award during a specified period of time preceding the effective date of the change of control.Our Boardits fiduciary duties seriouslywill apply to all, or only some, or none of the awards.seeks to advanceSection 14(d)(2) of the interestsExchange Act) becoming the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act) of 50% or more of the combined voting power of our outstanding securities, (b) the consummation of a merger of consolidation, other than a transaction in which our voting securities outstanding immediately before such consummation represent more than 50% of the combined voting power of the voting securities of the surviving entity (or a parent) outstanding immediately after such merger or consolidation, (c) the closing of the sale of all stockholders. As further described in the "Backgroundor substantially all of the Solicitation" section of this proxy statement, members of the NomGov Committee sought interviews with the VIEX Nominees on multiple occasions,our assets, (d) our incumbent directors, and Mr. Singer declinedtheir successors approved by a majority vote, ceasing to participate in such interviews unless they were conducted under certain limited circumstances. Members of the NomGov Committee interviewed Mr. Mutch on March 1, 2021.On March 5, 2021, in an effort to determine the eligibility of the VIEX Nominees to serve as membersconstitute at least a majority of the Board and pursuant(e) a complete liquidation or dissolution of the company.By-laws, the Company sought the Eligibility Information, including, among other things, additional contextextent that the Board should consider when evaluatingaward is vested on the Delaware Chancery Court's opinion and findingsdate of termination. If the award agreement does not specify other periods, a stock option or stock appreciation right will terminate immediately upon the date of termination in the PLX Case with respect to Mr. Singer's actions as a director at PLX,event of termination by us for cause (as defined in the 2016 Plan) and certainwill remain exercisable (to the extent vested on theinformation intended to address questions and concerns identified bythan for disability (as defined in the Ad Hoc Committee through its background research on2016 Plan), death or cause, for three months following the VIEX Nominees, including information with respect to (i)date of termination; or (b) in the case of termination for disability or death, or if the holder dies within three months after his or her date of termination, for twelve months following the date of termination. In any denials of D&O insurance coverage,event, no stock option or increased premiums in connection with such coverage, following any legal proceeding, includingstock appreciation right may be exercised after the PLX Case, (ii) any instances where another board of directors asked anyexpiration of the VIEX Nomineesterm of such award.resign fromrequirements of law or any stock exchange or similar rules that would require a vote of our stockholders,our Board of Directors may, at any time, amend or discontinue the board2016 Plan, and the administrator may, at any time, amend or refusedcancel any outstanding award for the purpose of satisfying changes in law or for any other lawful purpose, but no such action may adversely affect a recipient’s rights under any outstanding award without his or her consent.re-nominate such individual, (iii) communications or understandings betweennon-employee directors described above, the VIEX Nominees and Vintage Capital related togrant of awards under theCompany or 2016 Plan is within the Board, (iv) whether the VIEX Nominees had received consents from the other public company boards on which they served to serve as a directordiscretion of the Company, and (v) how each VIEX Nominee intended to manage the responsibilities of serving on multiple public company boards, in addition to the responsibilities of their principal occupations, including in light of the fact that, at the time of the Supplemental Request Letter, Mr. Singer was seeking election at Velodyne Lidar, Inc., both VIEX Nominees were seeking election at Leaf Group Ltd., and both of the VIEX Nominees were already serving on two public company boards.On March 26, 2021, three weeks after the Company delivered the Supplemental Request Letter to the VIEX Nominees, Mr. Singer, on behalf of VIEX, sent the independent members of the Board a letter stating that VIEX believed that the Company's requests for the Eligibility Information in the Supplemental Request Letter were unreasonable and stated that VIEX did not believe that the By-laws required the VIEX Nominees to respond to the questions set forth in the Supplemental Request Letter.Section 4.8(b) of the By-laws provides, in relevant part, that the Company "may require any proposed nominee to furnish such other information as may reasonably be required by the [Company]administrator. Accordingly, we are unable to determine the eligibilitynumber of such proposed nomineeawards that will be received by or allocated to any participant under the 2016 Plan, except as described below.Director." group;Supplemental Request Letter sought information reasonably requiredin the following table is limited to (a) the annual automatic grants of restricted stock to non-employee directors and (b) restricted stock awards granted by the CompanyCompensation Committee in 2022 which are contingent upon stockholder approval of Proposal 2 at the 2022 annual meeting. The awards vest in four equal annual installments.
2016 Equity and Incentive Plan Name and Position Number of Shares Martin A. Kits van Heyningen
Former President, Chief Executive Officer and
Chairman of the Board of Directors — Brent C. Bruun(1)
Current Interim President and Chief Executive Officer; Chief Operating Officer 18,700 Roger A. Kuebel(1)
Chief Financial Officer 14,321 All current executive officers, as a group(1) 67,914 All current directors who are not executive officers, as a group(2) 53,813 All current employees who are not executive officers, as a group(1) 115,271 determinebe granted in 2022 after the eligibilityannual meeting of stockholders to directors who are not executive officers under our new director compensation program for 2022, based on the aggregate value of the VIEX Nominees pursuantannual awards to Section 4.8(b)be granted to five non-employee directors and three members of each of our board committees and an assumed grant date fair value of $8.52 per share, which was the closing price of our common stock on the record date, April 18, 2022. The table does not reflect any restricted stock awards that may be granted to any other director after the annual meeting. For more information regarding our 2022 director compensation program, see “Director Compensation – Change in Director Compensation Program for 2022.”By-laws. Asfollowing persons and groups has received options to purchase, in the aggregate from the date of inception of the 2016 Plan until the date of this proxy statement, the VIEX Nomineesnumber of shares of our common stock following the name or identification of the person or group (excluding the equity awards that are contingent upon stockholder approval of Proposal 2 at the 2022 annual meeting): Martin A. Kits van Heyningen: 498,552 shares; Kathleen Keating (spouse of Martin Kits van Heyningen): 11,541 shares; Brent C. Bruun: 277,622 shares; Roger A. Kuebel: 114,163 shares; all current executive officers, as a group: 1,033,695 shares; Robert Balog: 221,418 shares; Felise Feingold: 205,993 shares; Daniel R. Conway: 155,035 shares; Jennifer Baker: 59,463 shares; and all current employees who are not executive officers, as a group: 1,747,033 shares. No current director has received any options under the 2016 Plan. declineddesigned our executive compensation program to provide such information.Becausean appropriate mix of fixed and variable pay to balance executive retention and recruitment with rewards for achieving short-term operational goals and long-term stockholder value. Our 2021 executive compensation program provided for (a) fixed compensation in the VIEX Nominees have failedform of salaries designed to provide a competitive baseline of compensation, (b) short-term variable compensation in the Eligibility Informationform of a cash-based incentive compensation program designed to reward achievement of our financial and business goals for 2021 and (c) long-term variable compensation in the form of equity awards designed to reward our executives primarily through increases in the price of our common stock. We believe that our executive compensation program appropriately implemented our pay-for-performance philosophy and gave appropriate incentives to our named executive officers to increase stockholder value.requiredother elements of our compensation are determined as a percentage of base salary. By-laws, determinedserved in this capacity since June 6, 2014. We expect that representatives of Grant Thornton LLPVIEX Nomineesannual meeting. They will have an opportunity to make a statement if they wish to do so and, if present, will be available to respond to appropriate questions. DIRECTORS AND EXECUTIVE OFFICERS not eligible to standappointed by, and serve at the discretion of, our Board of Directors.meeting. Accordingly,meeting, is presented above under the heading “Proposal 1 – Election of Director.” Our other directors and executive officers are as follows:direction2023 annual meeting (Class III directors):![[MISSING IMAGE: ph_jimdodez-bw.jpg]](https://files.docoh.com/DEF 14A/0001104659-22-054613/ph_jimdodez-bw.jpg)
Board,Nominating and Corporate Governance Committee and the person presidingAudit Committee. Mr. Dodez served as our Strategy Advisor from May 2015 to April 2017. He served as our Senior Vice President of Marketing and Strategic Planning from March 2013 to May 2015, our Vice President of Marketing and Strategic Planning from March 2007 to February 2013, our Vice President of Marketing from October 1998 to March 2007, our Vice President of Marketing and Reseller Sales from 1995 to October 1998 and our Marketing Director from 1986 to 1995. Before joining us, Mr. Dodez was the Marketing Director at the annual meeting intendsMagratten Wooley, Inc., an advertising agency, where he managed KVH’s account from 1983 to disregard any attempted nomination of the VIEX Nominees pursuant to Section 4.8(c) of the By-laws,1986. Mr. Dodez received a B.S. in business with an emphasis in marketing from Miami University. Our Nominating and any votes with respect to the VIEX Nominees on the white voting instruction form or white proxy card will not be counted at the annual meeting. We strongly urge you to vote FOR each of the nominees recommended by our Board by using the enclosed BLUE voting instruction form or BLUE proxy card.The following material contains information concerning our Board's nominees, including their period of serviceCorporate Governance Committee determined that Mr. Dodez should serve as a director (if any), their recent employment, other directorships, including those held during the past fivebecause of his experience as a member of our Board of Directors combined with more than 30 years with a public company or registered investment company,of industry experience and age ashis knowledge of the annual meeting. In addition to the![[MISSING IMAGE: ph_daniellbarrett-bw.jpg]](https://files.docoh.com/DEF 14A/0001104659-22-054613/ph_daniellbarrett-bw.jpg)
Compensation Committee ChairKVH Industries, Inc. 2021 Proxy Statement 17PROPOSAL 1 – ELECTION OF DIRECTORSinformation set forth below, Appendix A sets forth information relating to our nominees, directors, and certain of our officers and employees who are considered "participants" in our solicitation under applicable SEC rules by reason of their positionDanelle M. Barrett has served as directors of KVH, as nominees for directors, or because they may be soliciting proxies onour behalf. For information regarding the beneficial ownership and other interests in the solicitationone of our directors since June 2020. Ms. Barrett has served as the Chair of the Compensation Committee since June 2021. Since November 2020, Ms. Barrett has served as an independent director nomineesof Federal Home Loan Bank of New York and certainProtego Trust Company. Since February 2020, Ms. Barrett has served as a consultant for Deep Water Point, LLC. From March 2017 to October 2019, she served as the Cybersecurity Division Director and Deputy Chief Information Officer of the U.S. Navy, where she managed the U.S. Navy’s worldwide cybersecurity strategy, policy and information technology architectures. From July 2015 to March 2017, she served as Director of Current Operations at the United States Cyber Command, where she led a global team providing direction for cyber offensive and defensive operations. From September 2013 to July 2015, Ms. Barrett served as Chief of Staff for the Navy Information Forces Command, a combat force for cyber, intelligence, telecommunications and other persons, see "Security Ownershipmissions. From September 2011 to September 2013, she served as Commanding Officer of Certain Beneficial Ownersthe Naval Computer and Management."18 KVH Industries, Inc. 2021 Proxy StatementPROPOSAL 1 – ELECTION OF DIRECTORS
Cielo HernandezAge: 45Director NomineeCielo HernandezStaff for Communications and Combat Systems for Carrier Strike Group Two from November 2007 to March 2010. Ms. Barrett received a Bachelor of Arts in History from Boston University, a Master of Science in Management Information Systems from Syracuse University and Masters of Arts in National Security and Strategic Studies from the U.S. Naval War College, Human Resource Development from Webster University and Management from Webster University. She has beenpublished 36 articles. Our Nominating and Corporate Governance Committee determined that Ms. Barrett should be nominated to serve as a director because of her more than 30 years of![[MISSING IMAGE: ph_cielohernandez-bw.jpg]](https://files.docoh.com/DEF 14A/0001104659-22-054613/ph_cielohernandez-bw.jpg)
directors. Since April 19, 2021,directors since June 2021. Ms. Hernandez has also served as the Chair of the Audit Committee and a member of the Compensation Committee since that time. Since February 2022, Ms. Hernandez has served as Chief Financial Officer of ProTrans Holdings, Inc., a global third-party logistics provider. Previously, Ms. Hernandez served as Chief Financial Officer of XL Fleet Corp. (NYSE: XL), a leading provider of fleet electrification solutions for commercial vehicles in North America. Previously,America, from April 2021 to January 2022. From January 2019 to July 2020, Ms. Hernandez served as Senior Vice President and Chief Financial Officer of South Jersey Industries, Inc., a publicly traded energy services company, from January 2019 to July 2020, where she continued to serve as a Senior Vice President until October 2020. From February 2015 to December 2018, Ms. Hernandez served as Vice President and Regional Chief Financial Officer of Maersk Line, North America, a division of A.P. Moller-Maersk Group, a global container logistics company. From November 2013 to January 2015, she served as Vice President and Regional Chief Financial Officer, Latin America of APM Terminals, a division of A.P. Moller-Maersk that operates a global network of ports. From 2004 to 2013, Ms. Hernandez held various positions in finance and administration at Amcor plc, a global packaging solutions company, including most recently Regional Chief Financial Officer, Central America and Caribbean from 2012 to 2013. Ms. Hernandez received a Bachelor of Business Administration in Accounting from the Universidad Santiago de Cali (Colombia) and a Master of Business Administration with specialization in International Business from the University of Miami. She is a CPA and holds a Certification in Human Resources Talent Management from Universidad Santiago de Cali, Colombia as well as Certifications in Executive Leadership and High-Performance Leadership from Cornell University, and Strategic Leadership and Improving the Business from IMD University Switzerland. Ms. Hernandez is also a Board member of Rowan University Foundation. Our Nominating and Corporate Governance Committee determined that Ms. Hernandez should be nominated as a director because of her more than 25 years of experience as a finance professional and her proven track record of leading global teams for technology-driven publicly traded and private companies, including in the Company'sCompany’s core commercial maritime industry. Ms. Hernandez has a strong background in finance, accounting, operations, procurement and information systems.
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Cathy-Ann Martine-DoleckiAge: 62Director Nomineebeen nominated to serveserved as one of our directors.directors since June 2021. Ms. Martine-Dolecki has served as the Chair of the Board of Directors since March 2022, as Chair of the Nominating and Corporate Governance Committee since July 2021 (on which she began serving in June 2021) and a member of the Compensation Committee since June 2021. Ms. Martine-Dolecki recently left retirement to join Tristar Acquisition I Corp., a special purpose acquisition company, as Chief Operating Officer. In 2017, Ms. Martine-Dolecki retired after a 37-year career with AT&T, where she most recently served as President of National Business Services from 2016 to 2017. Previously, she served as President, Enterprise Business Solutions of AT&T Mobile & Business Solutions from 2013 to 2016, as Executive Vice President, Small Business Solutions and Alternate Channels at AT&T from 2008 to 2013 and in a variety of other leadership roles before that. From November 2020 to December 2020, Ms. Martine-Dolecki was a board member at TESSCO Technologies Incorporated, a publicly traded technology distributor and manufacturer serving the wireless infrastructure and mobile device accessories markets. Ms. Martine-Dolecki also served as a board member of Legal Shield, a provider of consumer legal services, from January 2013 to May 2018. She currently serves on the Americas Executive Board of the Massachusetts Institute of Technology Sloan School of Management. Ms. Martine-Dolecki received a Master of Science in Management from the Massachusetts Institute of Technology, a Master of Business Administration from New York University and a Bachelor of Arts in Economics from the College of Mount Saint Vincent. Ms. Martine-Dolecki has been recognized as a National Association of Corporate Directors Board Leadership Fellow since 2021. Our Nominating and Corporate Governance Committee determined that Ms. Martine-Dolecki should be nominated to serve as a director because of her more than 40 years of experience in global telecommunications combined with her various executive leadership roles and management experience in the mobile connectivity market.Proxies will not be voted at the annual meeting for more than two candidates.Our Board unanimously recommends that you vote FOR each of the nominees recommended by our Board.KVH Industries, Inc. 2021 Proxy Statement 19PROPOSAL 2 – ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION Proposal 2 concerns an advisory vote on our executive compensation program.Under the Dodd-Frank Wall Street Reform and Consumer Protection Act, or the Dodd-Frank Act, and Section 14A of the Securities Exchange Act of 1934, as amended, or the Exchange Act, our stockholders are entitled to vote to approve the compensation of our named executive officers at least once every three years. This proposal is commonly referred to as a "say on pay" proposal.At our 2017 annual meeting of stockholders, our stockholders voted in favor of holding future "say on pay" votes every year, as recommended by our Board of Directors. At the 2020 annual meeting, approximately 86% of the votes cast on the non-binding proposal to approve our executive compensation for 2019 were voted in favor of approval.As set forth in more detail in the executive compensation tables and the accompanying narrative disclosure elsewhere in this proxy statement, we have designed our executive compensation program to provide an appropriate mix of fixed and variable pay to balance our need for executive retention and recruitment of talent with rewards for achieving short-term operational goals and driving long-term stockholder value. Our 2020 executive compensation program provided for (a) fixed compensation in the form of salaries designed to provide a competitive baseline of compensation, (b) short-term variable compensation in the form of a cash-based incentive compensation program designed to reward achievement of our financial and business goals for 2020, and (c) long-term variable compensation in the form of equity awards designed to reward our executives primarily through increases in the price of our common stock and align their interests with those of our stockholders. We believe that our executive compensation program appropriately implemented our pay-for-performance philosophy and gave appropriate incentives to our named executive officers to increase stockholder value.Highlights of our executive compensation program include the following:•Base Salary. Base salaries of our named executive officers provide fixed compensation to reward individual value that the executive brings to us through experience and past and expected future contributions to our success while factoring in our specific needs and the base salaries of executives with comparable responsibilities at similar organizations. With the assistance of Radford Surveys and Consulting, an Aon Consulting Company ("Radford"), the CompensationCommittee reviewed the base salaries of our named executive officers against those of a peer group of companies and other survey data. We refer to the peer group data and the survey data collectively as the survey data. The Compensation Committee believes that aligning the base salaries of our named executive officers with appropriate benchmarks is especially critical to a competitive compensation program, as other elements of our compensation are determined as a percentage of base salary. For 2020, the Compensation Committee concluded that the base salaries of our named executive officers approximated the median for their respective positions, falling on average at 3% above the 50th percentile of the survey data. The Compensation Committee determined that a 3% cost-of-living increase was appropriate for the base salaries of our Chief Operating Officer and Chief Technology Officer and that no adjustment to the Chief Executive Officer's base salary was warranted. Under the Cost-Savings Plan ratified and approved by the Compensation Committee in May 2020 to address the potential adverse impact of the COVID-19 pandemic, the base salaries of our named executive officers were reduced by 15% for the Chief Executive Officer and 10% for our other named executive officers from May 11, 2020 until September 25, 2020.•Annual Cash-based Incentive Compensation. In 2020, we utilized a cash-based incentive compensation plan that tied executive pay to the achievement of our annual corporate and business unit performance goals and certain individual performance goals. This incentive program was intended to award compensation based on the degree to which our actual financial results met the corporate and business unit financial goals of our internal business plan and the degree to which the executives met their individual performance goals. Each executive's target amount of incentive compensation for 2020 represented the same percentage of base salary for 2020 as for 2019. For 2020, the target incentive compensation (as a percentage of base salary) selected for the named executive officers averaged 5% below the median of our survey data.For 2020, the Compensation Committee approved a formula for calculating the cash-based incentive compensation of our named executive officers, under which 25% of their target incentive compensation was based on the degree of achievement of our mobile connectivity performance goals, 25% was based on the degree of achievement of our inertial navigation performance goals, 25% was based on the degree of achievement of our corporate performance goals and 25% was based on the degree of achievement20 KVH Industries, Inc. 2021 Proxy StatementPROPOSAL 2 – ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATIONof individual performance goals. Under the Cost-Savings Plan ratified and approved by the Compensation Committee in May 2020 to address the potential adverse impact of the COVID-19 pandemic, the portion of each named executive officer's target incentive compensation attributable to individual performance during 2020 under the 2020 incentive compensation plan was reduced by 30% from May 11, 2020 until September 25, 2020.The Compensation Committee gave equal weight in the formula to performance at the corporate level and at each business unit level because it wished to align the interests of the named executive officers with strong performance at all levels, to promote accountability for budgeted targets and to promote cooperation across the company.The corporate performance portion of the incentive compensation was based on the degree of achievement of our goals for revenue and earnings before interest, taxes, depreciation, amortization, acquisition-related expenses, equity-based compensation expenses and any one-time charges approved by the Compensation Committee, or adjusted EBITDA. The business unit performance portions of the incentive compensation were each based on the degree of achievement of our goals for the relevant business unit's revenue and business unit profit, which was defined as business unit revenue less cost of goods sold and direct operating expenses attributable to the operation of that business unit, but without deductions for depreciation, amortization, acquisition-related expenses, equity-based compensation expenses, or any one-time charges approved by the Compensation Committee, and without any allocation for corporate engineering, marketing or administrative costs. The Compensation Committee selected revenue, adjusted EBITDA and business unit profit as performance measures because it believed that they measure how well or poorly we performed from a financial standpoint.In March 2021, after reviewing our overall financial performance for 2020, the Compensation Committee determined not to make any awards with respect to the portion of each named executive officer's incentive compensation target attributable to corporate performance or business unit performance. The Compensation Committee determined that each of the named executive officers achieved 100% of their individual target performance incentive compensation goals for 2020, a portion of which was was reduced by the Compensation Committee under the Cost-Savings Plan described above by 30% for the period of time that the COVID-19 related base salary reductions were in place (i.e., from May 11, 2020 to September 25, 2020), resulting in a net payout of 87% of each named executive officer's target bonus attributable to achievement of individual performance goals.The Compensation Committee purposely establishes corporate and business unit performance goals that are difficult to achieve in order to incent superior performance. In the past four years, we have not awarded any incentive compensation to any of our named executive officers with respect to our corporate or business unit performance goals, excluding certain non-refundable prepayments made in 2019.•Long-Term Equity Incentives. Equity incentives are designed to reward the achievement of long-term growth in the price of our common stock. The equity grants to our named executive officers in 2020 consisted of both options and restricted stock awards, with four-year vesting periods designed to support the retention of our named executive officers and to encourage the executives to focus on the long-term performance of our stock price. Consistent with prior years, the Compensation Committee decided to grant a mix of restricted stock and option awards in order to balance the benefit of restricted stock awards, which offer greater executive retention while aligning the executive's compensation with stockholder interests, with the benefit of option awards, which more closely align the interests of our executives with the interests of our stockholders because options generate cash value only with stock price appreciation,. The Compensation Committee believed that granting equity incentives was the best method of motivating the named executive officers to manage our operations in a manner that is consistent with the long-term interests of our stockholders. The grant date fair values of the equity awards granted to the named executive officers in 2020 ranged from approximately 62% to 79% of the survey data median for their respective positions. •Pay Practices. We do not use certain executive pay practices that stockholder advocates consider to be problematic. For example, we do not provide extensive perquisites to our named executive officers, we do not have long-term employment agreements, we do not have guaranteed severance programs, and we do not provide any tax gross-ups. We have no guaranteed salary increases. •Consultant Independence. Our Compensation Committee's independent consultant is retained directly by the Compensation Committee, provides no other services to us, and has provided the Committee with a written attestation of its independence from management.Stockholders are being asked to vote on the following resolution:RESOLVED: That the stockholders of KVH Industries, Inc. hereby approve, on an advisory basis, the compensation ofKVH Industries, Inc. 2021 Proxy Statement 21PROPOSAL 2 – ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATIONthe corporation's named executive officers, as described in the executive compensation tables and the accompanying narrative disclosure set forth in the corporation's proxy statement for the annual meeting of stockholders.Approval of this proposal requires the affirmative vote of the holders of a majority of the votes cast on the proposal at the annual meeting.As an advisory vote, this proposal is not binding. The outcome of this advisory vote will not determine or overruleany decision by our directors or officers, create or imply any change to the fiduciary duties of our directors or officers or create or imply any additional fiduciary duties for our directors or officers. However, our Compensation Committee and Board of Directors value the opinions expressed by our stockholders in their vote on this proposal and will consider the outcome of the vote when making future compensation decisions for named executive officers.Our Board of Directors unanimously recommends that you vote FOR the approval of the compensation of our named executive officers, as described in the executive compensation tables and the accompanying narrative disclosure set forth in this proxy statement.22 KVH Industries, Inc. 2021 Proxy StatementPROPOSAL 3 – RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Proposal 3 concerns the ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for the year ending December 31, 2021.In accordance with its charter, the Audit Committee has selected the firm of Grant Thornton LLP, a registered public accounting firm, to be our independent auditor for the year ending December 31, 2021 and, with the endorsement of the Board of Directors, recommends that stockholders ratify such appointment.Grant Thornton LLP has served in this capacity since June 6, 2014. We expect that representatives of Grant Thornton LLP will participate in the annual meeting. They will have an opportunity to make a statement if they wish to do so and, if present, will be available to respond to appropriate questions.A majority of the votes properly cast at the annual meeting will be necessary to ratify the selection by the Audit Committee of our Board of Directors of Grant Thornton LLP as our independent registered public accounting firm for the year ending December 31, 2021.Our Board of Directors unanimously recommends that you vote FOR the proposed ratification of the appointment by our Audit Committee of Grant Thornton LLP as our independent registered public accounting firm for the year ending December 31, 2021.KVH Industries, Inc. 2021 Proxy Statement 23DIRECTORS AND EXECUTIVE OFFICERS Our executive officers are appointed by, and serve at the discretion of, our Board of Directors. Kathleen Keating, our senior director of creative and customer experience, is the wife of Martin A. Kits van Heyningen and Siobhan Kits van Heyningen, our senior product manager of airtime customer experience, is the daughter-in-law of Mr. Martin A. Kits van Heyningen.Information regarding Cielo Hernandez and Cathy-Ann Martine-Dolecki, our nominees to serve as Class I directors, is presented above under the heading "Proposal 1 – Election of Directors." Our other directors and executive officers are identified below.The Board is comprised of directors with an effective and diverse mix of backgrounds, knowledge, and skills that the Board considers relevant and beneficial in fulfilling its oversight role. The chart below provides a summary of the collective competencies of the Class II and Class III directors and the Board's director nominees.
24 KVH Industries, Inc. 2021 Proxy StatementDIRECTORS AND EXECUTIVE OFFICERSDirectors serving a term expiring at the 2022 annual meeting (Class II directors):
Martin A. Kits van HeyningenAge: 62President➤Chief Executive Officer➤Chairman of the Board of DirectorsMartin A. Kits van Heyningen, one of our founders, has served as our president and a director since 1982, chief executive officer since 1990, and as our chairman of the Board of Directors since 2007. From 1980 to 1982, Mr. Kits van Heyningen was employed by the New England Consulting Group, a marketing consulting firm, as a marketing consultant. Mr. Kits van Heyningen received a B.A., cum laude, from Yale University and has been issued twelve patents. Our Nominating and Corporate Governance Committee determined that Mr. Kits van Heyningen should serve as a director because of his more than 34 years of industry experience as well as his executive leadership and management experience as our founder, president, chief executive officer and Chairman of the Board of Directors.
Charles R. TrimbleAge: 79DirectorCommittee Membership:➤Audit Committee Member➤Compensation Committee Member➤Nominating and Corporate Governance Committee MemberCharles R. Trimble has served as one of our directors since 1999, a member of our Audit Committee since 2001, a member of our Compensation Committee since 2000 and a member of our Nominating and Corporate Governance Committee since February 2004. From 1981 to 1998, he served as the president and chief executive officer of Trimble Navigation Limited, a GPS company that he founded in 1978. Previously, he served as the manager of integrated circuit research and development at Hewlett-Packard's Santa Clara Division. Mr. Trimble is an elected member of the National Academy of Engineering, and he was Chairman of the United States GPS Industry Council from 1996 to 2013. In addition, Mr. Trimble is a member of the California Institute of Technology (Caltech) Board of Trustees. He received a B.S. in engineering physics, with honors, and an M.S. in electrical engineering from the California Institute of Technology. Our Nominating and Corporate Governance Committee determined that Mr. Trimble should serve as a director because of his 22 years of experience as a member of our Board of Directors combined with his executive leadership and management experience as co-founder, president and chief executive officer of Trimble Navigation Limited as well as his experience as an elected member of the National Academy of Engineering, Chairman of the United States GPS Industry Council and a member of the California Institute of Technology Board of Trustees.KVH Industries, Inc. 2021 Proxy Statement 25DIRECTORS AND EXECUTIVE OFFICERS
Robert E. TavaresAge: 59DirectorRobert E. Tavares has served as one of our directors since April 2020. From March 2015 until September 2019, he served as Chief Executive Officer, President and member of the Board of the then-public wireless technology company, API Technologies. Prior to joining API, Mr. Tavares served as President of Crane Electronics Inc., a provider of microelectronic-based solutions for power and microwave applications to the defense, commercial aerospace, and medical markets, from March 2012 to February 2015, President of US Operations at e2v aerospace & defense Inc., a leading supplier of technology solutions in RF power and semiconductors, from July 2011 to March 2012, and in various management roles at Tyco Electronics, M/A Com Division, from May 1985 to February 2010. Mr. Tavares holds a B.S. in Engineering from the University of Massachusetts, Dartmouth. Our Nominating and Corporate Governance Committee determined that Mr. Tavares should serve as a director because of his more than 30 years of experience in the commercial and defense applications technology industry combined with his executive leadership and management experience as Chief Executive Officer, President and Board member of API Technologies. Mr. Tavares was appointed as a director pursuant to the terms of a cooperation agreement we entered into in April 2020 with Vintage Capital Management, LLC and Kahn Capital Management, LLC.Directors serving a term expiring at the 2023 annual meeting (Class III directors):
James S. DodezAge: 62DirectorCommittee Membership:➤Audit Committee Member➤Nominating and Corporate Governance Committee MemberJames S. Dodez has served as one of our directors since June 2017. In August 2020, Mr. Dodez became a member of the Nominating and Corporate Governance Committee and the Audit Committee. Mr. Dodez served as our Strategy Advisor from May 2015 to April 2017. He served as our Senior Vice President of Marketing and Strategic Planning from March 2013 to May 2015, our Vice President of Marketing and Strategic Planning from March 2007 to February 2013, our Vice President of Marketing from October 1998 to March 2007, our Vice President of Marketing and Reseller Sales from 1995 to October 1998 and our Marketing Director from 1986 to 1995. Before joining us, Mr. Dodez was the Marketing Director at Magratten Wooley, Inc., an advertising agency, where he managed KVH's account from 1983 to 1986. Mr. Dodez received a B.S. in business with an emphasis in marketing from Miami University. Our Nominating and Corporate Governance Committee determined that Mr. Dodez should serve as a director because of his experience as a member of our Board of Directors combined with more than 30 years of industry experience and his knowledge of the strategic challenges faced by our company.26 KVH Industries, Inc. 2021 Proxy StatementDIRECTORS AND EXECUTIVE OFFICERS
Danelle M. BarrettAge: 53DirectorDanelle M. Barrett has served as one of our directors since June 2020. Since November 2020, Ms. Barrett has served as an independent director of Federal Home Loan Bank of New York and Protego Trust Company. Since February 2020, Ms. Barrett has served as a consultant for Deep Water Point, LLC. From March 2017 to October 2019, she served as the Cybersecurity Division Director and Deputy Chief Information Officer of the U.S. Navy, where she managed the U.S. Navy's worldwide cybersecurity strategy, policy and information technology architectures. From July 2015 to March 2017, she served as Director of Current Operations at the United States Cyber Command, where she led a global team providing direction for cyber offensive and defensive operations. From September 2013 to July 2015, Ms. Barrett served as Chief of Staff for the Navy Information Forces Command, a combat force for cyber, intelligence, telecommunications and other missions. From September 2011 to September 2013, she served as Commanding Officer of the Naval Computer and Telecommunications Area Master Station Atlantic, a Navy telecommunications station, and was responsible for 2,700 people in 15 organizations worldwide. Prior to that, she held other positions in the U.S. Navy from 1989 to 2011, including Senior Information Professional Detailer at the Naval Personnel Command from March 2010 to September 2011 and Assistant Chief of Staff for Communications and Combat Systems for Carrier Strike Group Two from November 2007 to March 2010. Ms. Barrett received a Bachelor of Arts in History from Boston University, a Master of Science in Management Information Systems from Syracuse University and Masters of Arts in National Security and Strategic Studies from the U.S. Naval War College, Human Resource Development from Webster University and Management from Webster University. She has published 36 articles. Our Nominating and Corporate Governance Committee determined that Ms. Barrett should be nominated to serve as a director because of her more than 30 years of experience in global telecommunications operations, cybersecurity strategy, policy, and information technology architectures, which, coupled with her military background, offers unique and comprehensive insight to meet the strategic goals of both business units of our company.
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Roger A. KuebelAge: 59Chief Financial OfficerKVH Industries, Inc. 2021 Proxy Statement 27DIRECTORS AND EXECUTIVE OFFICERS
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Brent C. BruunAge: 55Chief Operating OfficerBrent C. Bruun has served as our chief operating officer with direct responsibility for our corporate development and mobile communication products and services for marine and land markets since July 2016 and direct responsibility for inertial navigation products since November 2018. Mr. Bruun also served as our interim chief financial officer from November 2020 to March 2021. From November 2012 to June 2016, Mr. Bruun served as our executive vice president of mobile broadband. From January 2011 to November 2012, he served as our senior vice president of global sales and business development. He served as our vice president of global sales and business development from July 2008 to December 2010. From January 2008 until joining KVH, Mr. Bruun worked as a private consultant. From January 2007 until January 2008, Mr. Bruun served as senior vice president of strategic initiatives for SES AMERICOM, a satellite operator providing services via its fleet of 16 geosynchronous satellites covering North America. In this position, he concentrated on global mobile broadband opportunities with particular emphasis on the maritime and aeronautical markets. Other positions held at SES AMERICOM included president of Americom's Managed Solutions Division from July 2004 until December 2006 and senior vice president of business development from July 2002 until June 2004. Previously, Mr. Bruun held positions at KPMG LLP and General Electric. Mr. Bruun holds a B.S. in accounting from Alfred University and is a certified public accountant.
Daniel R. Conway Age: 67Executive Vice President, Inertial Navigation2826 KVH Industries, Inc. 20212022 Proxy Statement
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Mark WoodheadAge: 50Executive Vice President, Mobile ConnectivityMark Woodhead has served as our executive vice president, mobile connectivity since November 2018. From March 2017 to November 2018, he served as our senior vice president, EMEA, overseeing sales activities in Europe, the Middle East and Africa for our mobile connectivity business. In these positions, Mr. Woodhead also had global responsibility for KVH Videotel, our former maritime training business. Mr. Woodhead previously served as our senior vice president for training and content, having joined KVH through our acquisition of Headland Media, Ltd. in May 2013. Prior to the acquisition, Mr. Woodhead served as managing director of Headland Media, Ltd., a UK-based company that provided television shows, premium movies, sports, news channels, and music for exhibition in commercial locations, including ships at sea. Mr. Woodhead has a strong background in sales, having focused primarily on content licensing and syndication since earning a B.Sc. in politics and economics from the University of Newcastle-upon-Tyne in 1993. After more than 8 years with the company, Mr. Woodhead has announced his intent to resign from his position, effective June 30, 2021, to pursue other opportunities.
Elizabeth JacksonAge: 50Executive Vice President of Strategy & Robert J. Balog Marketing OfficerElizabeth Jackson has served as our executive vice president of strategy and chief marketing officer since March 2021. Previously, she served as our senior vice president of strategy and chief marketing officer since November 2017. Before joining us, from March 2015 to November 2017, she held the position of chief marketing officer at DOTS Technology Corp., a company building a novel protein detection platform for consumer and industrial use. Ms. Jackson held chief marketing officer positions from February 2014 to March 2015 at HookLogic, Inc., an advertising technology performance marketing company, and from May 2011 to December 2013 at Summer Infant Inc., a publicly traded durable goods company. From 2007 to 2010, she was a consultant for Playtex Baby, a baby products division of Playtex Products Inc. Ms. Jackson has a B.A. from Princeton University and an M.B.A. from INSEAD in France.
Robert J. BalogAge: 57Chief Technology OfficerKVH Industries, Inc. 2021 Proxy Statement 29DIRECTORS AND EXECUTIVE OFFICERS
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Felise B. FeingoldAge: 51Senior Vice President, General Counsel, Compliance Officer, Chief Data Privacy Officer, and Secretary
Jennifer L. BakerAge: 43Vice President, Chief Accounting Officer![[MISSING IMAGE: ph_jenniferbaker-bw.jpg]](https://files.docoh.com/DEF 14A/0001104659-22-054613/ph_jenniferbaker-bw.jpg)
is a certified public accountant and holds a B.S. in accounting and masters of accountancy from the Pamplin College of Business at Virginia Polytechnic Institute and State University.3028 KVH Industries, Inc. 20212022 Proxy Statement executive retention with rewards for achieving short-term operational performance goals andwith creating long-term stockholder value and encouraging executive retention. Our 20202021 executive compensation program provided for (a) fixed compensation in the form of salaries designed to provide a competitive baseline of compensation, (b) short-term variable compensation in the form of a cash-based incentive compensation program designed to reward achievement of our financial and business goals for 20202021, and (c) long-term variable compensation in the form of equity awards designed to reward our executives primarily through increases in the price of our common stock.Like many businesses around the world, we faced challenges related to the pandemic in 2020, but thanks to the extraordinary efforts and commitment of our employees, we were able to deliver for our customers and stockholders and make progress on several strategic initiatives. Set forth below is a list of some of our notable accomplishments in 2020:•Revenue increased to $158.7 million in 2020 from $157.9 million in 2019. •Net loss from continuing operations in the fourth quarter of 2020 increased to a net loss of $11.6 million from a net loss of $2.9 million in the fourth quarter of 2019. •Non-GAAP adjusted EBITDA from continuing operations in the fourth quarter increased to $3.5 million, compared to $0.7 million in the fourth quarter of 2019. For a reconciliation of our non-GAAP adjusted EBITDA from continuing operations to our net loss from continuing operations, as well as other information about this non-GAAP financial measure, please see the section entitled "Non-GAAP Financial Information." •Consolidated gross profit margin in the fourth quarter increased to 38.7% from 37.4% in the fourth quarter of last year. •We made important progress in both business segments. In our Mobile Connectivity segment, we continued to show growth in our subscription-based AgilePlans service, which is a key driver of segment revenue. Our Inertial Navigation segment benefitted from healthy demand for our TACNAV products. Increased product revenue combined with cost containment measures contributed to segment operating margin of 12.2% for 2020, compared to 8.3% in 2019. •We preserved our liquidity by making temporary expense reductions and through savings from pandemic-related restrictions, resulting in net cash used in operations of just $0.2 million in the fourth quarter, compared to $1.9 million for the fourth quarter of 2019. •We commercialized our photonic integrated chip technology (PIC) for use across our FOG products, enabling us to provide a broader range of FOG performance for different applications, including autonomous vehicles. •We continued to transition customers to our new, higher-efficiency HTS network. This network now serves the majority of our subscriber base, and we are seeking to migrate the remainder of our legacy customers to this new network by the end of 2021. •We announced a number of new partners for KVH Watch, our IoT Connectivity-as-a-Service solution, further developing our pipeline for future revenue opportunities.2020"named“named executive officers"officers”) during 2020.2021.KVH Industries, Inc. 2021 Proxy Statement 31COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS2020,2021, the salary and bonus (including the non-equity incentive plan compensation) of our named executive officers as a percentage of total compensation ranged from 41%43% to 58%60%. Name and Principal Position Year
($)
($)(1)
Awards
($)(2)
Awards
($)(3)
Incentive Plan
Compensation
($)(4)
Compensation
($)(5)
($)
Former President, Chief Executive Officer and Chairman of the Board 2021 530,374 1,000 343,590 345,026 — 22,098 1,242,088 2020 502,725 1,000 529,773 326,623 102,815 21,393 1,484,329
Current Interim President and Chief Executive Officer; Chief Operating Officer 2021 417,942 1,000 162,456 163,128 105,916 23,700 874,142 2020 401,539 1,000 154,499 154,431 54,013 22,834 788,316
Chief Financial Officer 2021 262,500 820 — 352,725 57,163 16,563 689,771 Name and Principal Position Year Salary
($) Bonus
($)(1) Stock
Awards
($)(2) Option
Awards
($)(3) Non-Equity
Incentive Plan
Compensation
($)(4) All Other
Compensation
($)(5) Total
($) Martin A. Kits van Heyningen 2020 502,725 1,000 529,773 326,623 102,815 21,393 1,484,329 President, Chief Executive Officer and 2019 522,833 118,638 446,516 328,739 — 20,382 1,437,108 Chairman of the Board of Directors Brent C. Bruun 2020 401,539 1,000 154,499 154,431 54,013 22,834 788,316 Chief Operating Officer 2019 400,000 61,000 210,972 150,904 45,000 23,400 891,276 Robert J. Balog 2020 321,046 1,000 123,603 123,545 28,807 12,267 610,268 Chief Technology Officer 2019 320,000 33,000 152,780 120,723 30,400 14,400 671,303 (1)For both 2020 and 2019, reflects $1,000Reflects annual holiday bonuses earned and paid in 2021 and 2020, and 2019, respectively. For 2019, also reflects non-refundable, pre-paid portions of non-equity incentive plan compensation for 2019 determined and paid in March 2019. For more information, see note (4) below.2020,2021, as filed with the SEC on March 3, 2021.and that were determined and paid in March 2021. For 2019, the table reflects amounts that were earned under our management incentive compensation plan for 2019 performance that were determined and paid in March 2020. In addition, a portion of each executive's incentive compensation (representing 25% of the executive's original target incentive compensation amount) was pre-paid in March 2019. Because those amounts were not refundable, they are reported in the "Bonus" column rather than the "Non-Equity Incentive Plan Compensation" column.and automobile and housing allowances.allowances, and relocation bonus. Mr. Kits van Heyningen'sHeyningen’s automobile allowance was $14,256 and $15,360 for 2021 and $12,852 for 2020, and 2019, respectively. Mr. Bruun'sBruun’s automobile and housing allowance was $15,000 for both 20202021 and 2019.2020. Mr. Balog's automobile allowanceKuebel’s relocation bonus was $6,000$10,000 for both 2020 and 2019.2021. Our named executive officers did not receive any other perquisites or personal benefits.compensation plan for 20202021 and equity awards granted in 2020,2021, see "Proposal 2“Proposal 3 – AdvisoryNon-Binding ‘Say on Pay’ Vote on Named Executive Officer Compensation – Annual Cash-Based Incentive Compensation"Compensation” and "Long-Term“Long-Term Equity Incentives"Incentives” beginning on page 2019 and the table below entitled "Outstanding“Outstanding Equity Awards at December 31, 2020"2021”, including the footnotes.32 KVH Industries, Inc. 2021 Proxy StatementCOMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS20202020.2021. Option Awards Stock Awards Name
Securities
Underlying
Unexercised
Options
Exercisable
(#)
Securities
Underlying
Unexercised
Options
Unexercisable
(#)(1)
Exercise
Price
($)
Expiration
Date(2) Grant Date
of Shares
of Stock
That Have
Not
Vested
Shares of
Stock
That Have
Not
Vested
(#)(3)
Value of
Shares of
Stock That
Have Not
Vested
($)(4) Martin A. Kits van Heyningen 6/6/2018 7,177 65,957 6/5/2019 17,624 161,965 8/2/2020 48,932 449,685 3/31/2021 27,097 249,021 117,843 7.85 3/30/2022 64,262 21,420 11.30 6/6/2023 54,102 54,100 9.33 6/5/2024 28,366 85,096 8.12 8/2/2025 73,363 12.68 3/31/2026 Brent C. Bruun 6/6/2018 3,100 28,489 6/5/2019 8,090 74,347 8/2/2020 14,270 131,141 3/31/2021 12,812 117,742 38,603 7.85 3/30/2022 27,761 9,253 11.30 6/6/2023 24,835 24,834 9.33 6/5/2024 13,412 40,234 8.12 8/2/2025 34,686 12.68 3/31/2026 Roger A. Kuebel 75,000 12.68 3/31/2026 Option Awards Stock Awards Number of
Securities
Underlying
Unexercised
Options
Excisable
(#) Number of
Securities
Underlying
Unexercised
Options
Unexcisable
(#) Option
Exercise
Price
($) Option
Expiration
Date(2) Grant Date
of Shares
of Stock
That Have
Not
Vested Number of
Shares of
Stock
That Have
Not
Vested
(#)(3) Market
Value of
Shares of
Stock That
Have Not
Vested
($)(4) 3/30/2017 9,274 105,260 6/6/2018 14,355 162,929 6/5/2019 26,437 300,060 8/2/2020 65,243 740,508 88,383 29,460 7.85 3/30/2022 42,842 42,840 11.30 6/6/2023 27,051 81,151 9.33 6/5/2024 — 113,462 8.12 8/2/2025 3/30/2017 4,051 45,979 6/6/2018 6,201 70,381 6/5/2019 12,135 137,732 8/2/2020 19,027 215,956 38,604 12,867 7.85 3/30/2022 18,508 18,506 11.30 6/6/2023 12,418 37,251 9.33 6/5/2024 — 53,646 8.12 8/2/2025 3/30/2017 3,189 36,195 6/6/2018 4,956 56,251 6/5/2019 9,708 110,186 8/2/2020 15,222 172,770 — 10,130 7.85 3/30/2022 14,794 14,792 11.30 6/6/2023 9,934 29,801 9.33 6/5/2024 — 42,917 8.12 8/2/2025 (1)Except for options granted in 2017 (which expire in 2022), optionsOptions vest and become exercisable in equal installments on the first four anniversaries of the grant date. Options granted in 2017 (which expire in 2022) vest and become exercisable in four equal installments, the remaining dates of which are as follows for each of the following named executive officers: Mr. Kits van Heyningen: 3/4/2021; Mr. Bruun: 3/11/2021 and Mr. Balog: 3/13/2021. Restricted stock awards granted in 2017 vest in four equal installments, the remaining dates of which are as follows for each of the following named executive officers: Mr. Kits van Heyningen: 3/26/2021; Mr. Bruun: 3/19/2021; and Mr. Balog: 3/17/2021. The retention restricted stock awards granted in March 2019 to Mr. Kits van Heyningen in the amount of 11,108 shares; Mr. Bruun in the amount of 5,666 shares; and Mr. Balog in the amount of 3,022 shares, vested in four equal quarterly installments on 3/31/2019, 6/30/2019, 9/30/2019 and 12/31/2019.$11.35,$9.19, which was the closing price of our common stock on the Nasdaq Global Select Market on December 31, 2020.2021.20202021 was unchanged from 2019; however, as part of the Cost-Savings Plan approved by the Compensation Committee in May 2020, the Compensation Committee implemented a 15% reduction in the directors' annual fee beginning May 11, 2020, resulting in an effective full-year reduction of 9%. Our director compensation program is designed to provide a majority of the directors'directors'directors’ compensation in cash in the form of annual retainers and meeting fees.willwould automatically receive on the date of his or her election a restricted stock award of 10,000 shares of our common stock. Each initial grant willwould vestKVH Industries, Inc. 2021 Proxy Statement 33COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERSIn accordance with this policy, eachEach of Mr. TavaresMmes. Hernandez and Ms. Barrett,Martine-Dolecki, as newly elected non-employee directors in 2020, automatically2021, received a restricted stock award of 10,000 shares of common stock effective on the date of his or her election, April 8, 2020 and June 10, 2020, respectively,August 3, 2021, the fair value of which was $91,700 and $90,100, respectively.providesprovided that, at the first meeting of the Board of Directors following the annual meeting of stockholders, continuing non-employee directors would automatically receive a restricted stock award of 5,000 shares of common stock. Each restricted stock award vestswould vest in four equal quarterly installments after the date of grant. In accordance with this policy, each of Ms. Barrett and Messrs. Ain, Dodez, HoneyTavares and Trimble, all of our continuing non-employee directors at that time, received a restricted stock award of 5,000 shares of common stock effective August 4, 2020,3, 2021, the fair value of which was $40,850$55,000 on the date of grant.iswas appointed to serve on the Audit Committee of our Board of Directors willduring 2021 would receive, on the date of his or her initial appointment, a restricted stock award of 5,000 shares of our common stock and an additional restricted stock award of 5,000 shares on each annual reappointment to the Audit Committee. Each restricted stock award vestswould vest in four equal quarterly installments after the date of grant. In accordance with this policy, each of Ms. Hernandez and Messrs. Ain, Dodez, HoneyTavares and Trimble received a restricted stock award of 5,000 shares of common stock effective August 4, 2020,3, 2021, the fair value of$40,850$55,000 on the date of grant. Each initial grant will vest in four equal quarterly installments after the date of grant.paypaid our non-employee directors cash compensation in the form of annual retainers and meeting fees. Under the program, non-employee directors normally receivegenerally received an annualattend.Non-employeeattended.serveserved as members of the Audit and Compensation Committees normally receivereceived additional annual compensation of $3,150 and $2,100, respectively, except that the Chairman of each of the Audit and Compensation Committees normally receivesreceived additional annual compensation of $6,825 and $3,150, respectively. Our director compensation program doesfor 2021 did not provide other cash compensation for attending any other Board or Committee meetings. Directors who arewere employees dodid not receive separate fees for their services as directors. We paid compensation to Martin A. Kits van Heyningen as set forth in the "Summary“Summary Compensation Table For 2020.Pursuant to the Cost-Savings Plan approved by2021”.in May 2020,voted to update our director compensation program to align it more closely with current market practices.retainers andnew director compensation program, which will become effective after the 2022 annual meeting, fees payable to our non-employee directors were reduced by approximately 10% and 15%, respectively, during the periodwill receive an annual cash retainer of $26,250 as well as $2,625 for each regularly scheduled quarterly board meeting that they attend. These amounts are unchanged from May 11, 2020 to September 25, 2020,2021. In addition, non-employee directors will receive an annual restricted stock award having a fair market value of $75,000 on the date of grant. These awards will vest in four equal quartely installments. In addition, directors serving in the capacities indicated in the following table will receive additional annual restricted stock awards having a fair market value in the amount indicated in the following table for each such position: Position
Restricted
Stock Awards
($) Non-Employee Chair of the Board
or Lead Independent Director 7,500 Audit Committee Chair 18,000 Audit Committee Member (other
than Chair) 9,000 Compensation Committee Chair 10,000 Compensation Committee Member
(other than Chair) 5,000 Nominating and Corporate
Governance Committee Chair 10,000 Nominating and Corporate
Governance Committee Member
(other than Chair) 5,000 retainers and meeting fees were restored2022 annual meeting. Under these guidelines, each non-employee director must own fully vested shares having a fair market value of at least three times the director’s annual cash retainer by the later of the fifth anniversary of the date of adoption of the guidelines or the fifth anniversary of the date of the non-employee director’s initial appointment to their normal levels.the board.2020for 2020 who were not named executive officers for 2020.2021. Name Fees Earned
or Paid in
Cash ($)
Awards
($)(1)
($)(2) Danelle M. Barrett 40,016 55,000 95,016 James S. Dodez 40,794 110,000 150,794 Cielo Hernandez 40,425 165,000 205,425 Cathy-Ann Martine-Dolecki 33,895 110,000 143,895 Robert Tavares 39,900 110,000 149,900 Charles R. Trimble 41,143 110,000 151,143 Mark S. Ain(3) 5,250 — 5,250 Stanley K. Honey(3) 5,250 — 5,250 Fees Earned
or Paid in
Cash ($) Stock
Awards
($)(1) Total
($)(2) 41,137 81,700 122,837 31,207 90,100 121,307 39,132 81,700 120,832 38,193 81,700 119,383 26,390 91,700 118,090 36,285 81,700 117,985 2,231 — 2,231 (1)2020,2021, excluding the effect of estimated forfeitures.20202021 as well as the aggregate grant-date fair value of stock awards granted during 2020.2021. Refer to the "Outstanding“Outstanding Director Equity Awards at December 31, 2020"2021” table for information concerning outstanding equity awards held by our non-employee directors.2020, Mr. Ryan2021, Messrs. Ain and Honey served as one of our directors until June 10, 2020,17, 2021, the date of our 20202021 annual meeting of stockholders, when his termtheir terms as a directordirectors concluded.20212022 Proxy Statement20202020.2021. Stock Awards Name Grant Date
of Shares of
Stock That
Have Not
Vested
Shares
of Stock
That Have
Not
Vested
(#)
Value
of Shares
of Stock
That Have
Not
Vested
($)(1) Danelle M. Barrett 8/3/2021 34,463 James S. Dodez 8/3/2021 68,925 Cielo Hernandez 8/3/2021 103,388 Cathy-Ann Martine-Dolecki 8/3/2021 68,925 Robert Tavares 8/3/2021 68,925 Charles R. Trimble 8/3/2021 68,925 Stock Awards Grant Date
of Shares of
Stock That
Have Not
Vested Number of
Shares
of Stock
That Have
Not
Vested
(#) Market
Value
of Shares
of Stock
That Have
Not
Vested($)(1) 8/4/2020 7,500(2 ) 85,125 8/4/2020 7,500(2 ) 85,125 8/4/2020 7,500(2 ) 85,125 8/4/2020 7,500(2 ) 85,125 4/8/2020 5,000(3 ) 56,750 6/10/2020 5,000(4 ) 56,750 (1)$11.35,$9.19, the closing price of our common stock on the NASDAQ Global Select Market on December 31, 2020.4, 2020,3, 2021, which vest in four equal quarterly installments, the first of which vested on November 4, 2020.(3)Amount reflects restricted stock awards granted on April 8, 2020, which vest in four equal quarterly installments, the first of which vested on July 8, 2020.
3, 2021.(4)Amount reflects restricted stock awards granted on June 10, 2020, which vest in four equal quarterly installments, the first of which vested on September 10, 2020.20212022 Proxy Statement 35 20202021 regarding shares authorized for issuance under our equity compensation plans, including individual compensation arrangements.20202021 were the Amended and Restated 2016 Equity and Incentive Plan, or the 2016 Plan and the Amended and Restated 1996 Employee Stock Purchase Plan. As of December 31, 2020,2021, we did not have any equity compensation plans not approved by our stockholders.The following table does not reflect grants from January 1, 2021 through the record date of the annual meeting of 149,257 restricted stock awards with a weighted-average grant-date fair value of $12.68 per share, nor does it reflect grants during that period of non-qualified stock options to purchase an aggregate of 479,091 shares of common stock at a weighted-average exercise price of $12.68 per share. Plan category Number of shares to be
issued upon exercise of
outstanding options,
warrants and rights (#)
column (a) Weighted-average
exercise price of
outstanding options,
warrants and rights ($)
column (b) Number of shares remaining
available for future issuance
under equity compensation
plans (excluding shares
reflected in column (a)(#))
column (c) Equity compensation plans approved by stockholders 9.93 Equity compensation plans not approved by stockholders — — — Total 9.93 Number of shares to be
issued upon exercise of
outstanding options,
warrants and rights (#)
column (a) Weighted-average
exercise price of
outstanding options,
warrants and rights ($)
column (b) Number of shares remaining
available for future issuance
under equity compensation
plans (excluding shares
reflected in column (a)(#))
column (c) 2,035,202 (1) 9.25 2,030,932(2) — — — 2,035,202 (1) 9.25 2,030,932(2) (1)556,107489,356 shares of restricted stock granted under the 2016 Plan which were not vested as of December 31, 20202021 and therefore subject to forfeiture. The weighted-average grant-date fair value of these shares of restricted stock was $8.90.846,704821,002 shares of common stock reserved for issuance under our Amended and Restated 1996 Employee Stock Purchase Plan.20212022 Proxy Statement 
[ · ], 2021,April 18, 2022, the record date for the annual meeting, there were [ · ]18,894,247 shares of our common stock outstanding. On suchthat date, the closing price of our common stock as reported on the NASDAQ Global Select Market was $[ · ]$8.52 per share. [ · ], 2021, or as otherwise noted, by:
of more than five percent of our common stock;•andincluding nominees for director;••group.group![[MISSING IMAGE: tm2213248d1-pc_comstockpn.jpg]](https://files.docoh.com/DEF 14A/0001104659-22-054613/tm2213248d1-pc_comstockpn.jpg)
20212022 Proxy Statement 37"Right“Right to acquire"acquire” column consist of shares that may be purchased through the exercise of options that are vested or will vest within 60 days after April 18, 2022, the record date for the annual meeting. Shares beneficially owned Outstanding Right to
acquire Total Percent 5% Stockholders
2187 Atlantic Street, 9th Floor
Stamford, CT 06902 2,294,780 — 2,294,780 12.1
300 Frank W. Burr Blvd., Glenpointe East, 7 Floor
Teaneck, NJ 07666 1,818,776 — 1,818,776 9.6
55 East 52 Street
New York, NY 10055 1,110,735 — 1,110,735 5.9
250 Park Avenue, 10th Floor
New York, NY 10117-1099 1,053,000 — 1,053,000 5.6
Building One
6300 Bee Cave Road
Austin, TX 78746 974,049 — 974,049 5.2 Directors Charles R. Trimble 142,000 — 142,000 * James S. Dodez 62,381 — 62,381 * Cielo Hernandez 15,000 — 15,000 * Danelle Barrett 15,000 — 15,000 * Cathy-Ann Martine-Dolecki 10,000 — 10,000 * Other Named Executive Officers 921,484 237,599 1,159,083 6.1 Brent C. Bruun 139,495 103,495 242,567 1.3 Roger Kuebel — 18,750 18,750 * 657,066 345,761 1,002,827 5.2 Shares beneficially owned Outstanding Right to
AcquireTotal Shares Percent of
O/S
300 Frank W. Burr Blvd., Glenpointe East, 7 Floor
Teaneck, NJ 07666
1,704,926
—
1,704,926
9.2
4705 S. Apopka Vineland Road, Suite 206
Orlando, FL 32819 1,700,000 — 1,700,000 9.2
250 Park Avenue, 10th Floor
New York, NY 10117-1099 1,591,498 — 1,591,498 8.6
323 Sunny Isles Blvd., Suite 700
Sunny Isles Beach, FL 33160 1,262,097 — 1,262,097 6.8
55 East 52nd Street
New York, NY 10055 1,243,518 — 1,243,518 6.7
Building One
6300 Bee Cave Road
Austin, TX 78746 1,074,109 — 1,074,109 5.8
923,779
240,702
1,164,481
6.2 166,875 — 166,875 * 163,246 — 163,246 * 132,000 — 132,000 * 52,381 — 52,381 * 30,000 — 30,000 * 10,000 — 10,000 * — — — — — — — —
140,737
91,199
231,936
1.2 86,882 52,188 139,070 * 1,986,168 506,789 2,492,957 13.1 *11, 2021.10, 2022. The Schedule 13G states that Systematic Financial Management, L.P. has sole voting power for 1,052,814959,364 shares and sole dispositive power for 1,704,9261,818,776 shares.(2)13D/13G/A filed jointly by Vintage Capital Management, LLC, Kahn Capital Management, LLC, and Brian R. KahnBlackRock, Inc. with the SEC on February 5, 2020, as amended on February 6, 2020 and April 10, 2020.1, 2022. The Schedule 13D/A indicates that Kahn Capital Management, LLC is a member and majority owner of Vintage Capital Management, LLC and that Brian R. Kahn is the manager and a member of Vintage Capital Management, LLC and the manager and sole member of Kahn Capital Management, LLC. The Schedule 13D/13G/A states that each reporting person may be deemed to shareBlackRock, Inc. has sole voting power for 1,091,971 shares and sole dispositive power for all 1,700,0001,110,735 shares.(3)16, 2021.14, 2022. The Schedule 13G/A indicates that Needham Asset Management, LLC is the managing member of Needham Investment Management L.L.C. and that George A. Needham is a control person of Needham Asset Management, LLC. The Schedule 13G/A states that each reporting person may be deemed to share voting and dispositive power for all 1,591,4981,053,000 shares.(4)Information is based on a Schedule 14A filed jointly by VIEX Capital Advisors, LLC, VIEX Opportunities Fund, LP—Series One, VIEX Special Opportunities Fund II, LP, VIEX GP, LLC, VIEX Special Opportunities GP II, LLC, Bradley L. Radoff, Peter T. Shaper, Eric Singer and John Mutch on(5)38 KVH Industries, Inc. 2021 Proxy StatementSECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENTApril 26, 2021. The Schedule 14A states that VIEX Capital Advisors, LLC and the other participants in VIEX Capital Advisors, LLC's solicitation collectively beneficially own 1,262,097 shares and that each of VIEX Capital Advisors, LLC and Mr. Singer beneficially owns 1,068,597 shares.(5)Information is based on a Schedule 13G/A filed by BlackRock, Inc. with the SEC on January 29, 2021. The Schedule 13G/A states that BlackRock, Inc. has sole voting power for 1,225,466 shares and sole dispositive power for 1,243,518 shares.(6)12, 2021.8, 2022. The Schedule 13G/A states that Dimensional Fund Advisors LP has sole voting power for 1,023,110946,437 shares and sole dispositive power for 1,074,109974,049 shares.(7)12,57211,168 shares of common stock outstanding and 4495 rightstock options to acquirepurchase 8,069 shares of common stock, each held by Martin A. Kits van Heyningen'sHeyningen’s spouse, who iswas our former creative director.(8)Includes 155,500 shares of common stock held in trust for Stanley K. Honey and his spouse.(9)Includes 43,000 shares of common stock held in trust for Mark S. Ain.(10)Includes 25,000 shares of common stock held by Charles R. Trimble's spouse.(11)Conway'sConway’s spouse.Delinquent Section 16(a) Reports Section 16(a) of the Securities Exchange Act of 1934 requires our executive officers and directors and persons who beneficially own more than ten percent of our common stock to file reports of ownership and changes in ownership with the SEC. SEC regulations require executive officers, directors and greater-than-ten-percent stockholders to furnish us with copies of all Section 16(a) forms they file.Based solely upon a review of Forms 3, 4, and 5, and amendments thereto, furnished to us with respect to 2020, we believe that all Section 16(a) filing requirements applicable to our executive officers, directors and greater-than-ten-percent stockholders were fulfilled in a timely manner, except that Robert Tavares did not file a Form 4 to report one transaction and each of Danelle Barrett and Robert Tavares did not timely file a Form 4 to report one transaction.KVH Industries, Inc. 2021 Proxy Statement 39 Ain,Dodez, Trimble and Mmes. Barrett, Dodez, Honey, TavaresHernandez and Trimble.Martine-Dolecki. Our Board of Directors had previously determined that Bruce Ryan,Stanley K. Honey and Mark S. Ain, who during 20202021 served as onemembers of our directorsBoard of Director until his termtheir terms expired onat the date of our 20202021 annual meeting of stockholders, waswere also an independent director.2020,2021, our Board of Directors met four16 times. Each incumbent director attended at least 75% of the total number of meetings held by the Board and the committees of the Board on which theyhe or she served during 2020.2021. To the extent reasonably practicable, directors are expected to attend Board meetings, meetings of committees on which they serve, and our annual meeting of stockholders. Last year, one of the seven individuals then serving as directors attended the annual meeting.Martin A. Kits van HeyningenPresident, Chief Executive Officer and ChairmanChair of the Board. The Board has determined that, at present, combiningseparating the positionsposition of ChairmanChair of the Board andfrom the position of Chief Executive Officer serves the best interests of KVH and our stockholders. The Board believes thatcurrently consists entirely of independent directors, and our Interim President and Chief Executive Officer is not serving on our Board. Accordingly, the CEO's extensive knowledge of our businesses, expertise and leadership skills make him a more effective Chairman thanBoard appointed an independent director.Thehavehad designated Mr. Ain to serve as oura Lead Independent Director. TheIf a Lead Independent Director will,were to be appointed in the future, weChairmanChair is not present and willwould serve as a liaison between the CEO and the independentTheWe would also expect that, if a Lead Independent Director were appointed, the Lead Independent Director would also presidespreside at executive sessions of the independent directors.sevenfive directors, sixall of whom are independent directors and one of whom is our President and CEO.directors. Of the sixfive independent directors, three or four serve on each of the three principal Board committees, which makes them knowledgeable about the aspects of our business under the jurisdiction of those committees. The Board'sBoard’s Audit Committee meets frequently during the year and discusses with management, our CFO and our independent auditor: (a) current business trends affecting us; (b) the major risk exposures that we face; (c) the steps management has taken to monitor and control these risks; and (d) the adequacy of internal controls that could significantly affect our financial statements. The Board also receives regular reports from senior management about business plans and opportunities, as well as the challenges and risks associated with implementing those plans and taking advantage of new opportunities.2020,2021, our Audit Committee was comprised of Ms. Hernandez and Messrs. Ain, Dodez, Honey and Trimble. OurTavares40 20212022 Proxy Statement 39firm'sfirm’s qualifications and independence, and the performance of our independent registered public accounting firm. The Committee is directly responsible for appointing, compensating, evaluating and, when necessary, terminating our independent registered public accounting firm. Our Audit Committee has established procedures for the treatment of complaints regarding accounting, internal accounting controls or auditing matters, including procedures for the confidential and anonymous submission by our employees of concerns regarding questionable accounting, internal accounting controls or auditing matters. Our Board has determined that Mr. HoneyMs. Hernandez is an Audit Committee financial expert under the rules of the SEC. Our Audit Committee met four times during 2020.2021. For additional information regarding the Audit Committee, please see "Audit“Audit Committee Report."2020,2021, our Nominating and Corporate Governance Committee was comprised of Ms. Martine-Dolecki and Messrs. Ain, Dodez, HoneyTavares and Trimble. Our Nominating and Corporate Governance Committee'sCommittee’s responsibilities include providing recommendations to our Board of Directors regarding nominees for director and membership on the committees of our Board. An additional function of the committee is to develop corporate governance practices to recommend to our Board and to assist our Board in complying with those practices. Our Nominating and Corporate Governance Committee met oncesix times during 2020.2020,2021, our Compensation Committee was comprised of Messrs. Ain, HoneyMmes. Barrett, Hernandez and Trimble.Martine-Dolecki. The Compensation Committee'sCommittee’s responsibilities include providing recommendations to our Board regarding the compensation levels of directors, reviewing and approving the compensation levels of executive officers, providing recommendations to our Board regarding compensation programs, administering our incentive-compensation plans and equity-based plans, authorizing grants under our stock option and incentive plans, and authorizing other equity compensation arrangements. Our Compensation Committee met twicethree times during 2020."covered persons"“covered persons” under Section 162(m) of the Internal Revenue Code of 1986, as amended. The Compensation Committee must specify a limit on the number of awards that may be granted and establish guidelines for the exercise price of any stock option, the conversion ratio or price of other awards and vesting criteria. The Compensation Committee has not delegated any such authority. incentive compensation target and equity award for each executive, together with the annual cash-based incentive compensation plan for all executives, have historically been established within the first quarter of each fiscal year at meetings of the Compensation Committee held for this purpose. These meetings generally follow one or more informal presentations or discussions of our financial performance, including achievement of performance targets, for the prior fiscal year and an internal business plan for the then-current fiscal year for goal-setting purposes. In 20192021 and 2020, equity awards were granted in the second quarter and third quarter, respectively. The equity awards for 2020 were granted in the third quarter after our stockholders approved an increase in the number of shares reserved for issuance under the 2016 Plan. In deciding the compensation to be awarded to the executive officers other than the CEO, the Compensation Committee typically reviews and evaluates recommendations from the CEO and the CFO. The members of the Compensation Committee discuss these recommendations with the CEO. In deciding the compensation to be awarded to the CEO, the Compensation Committee typically receives a written self-assessment from the CEO and recommendations from the Chairman of the Compensation Committee. The members of the Compensation Committee then discuss the Chairman'sChairman’s recommendations. The CEO is not present at the time of these deliberations. The Compensation Committee may accept or adjust any recommendations,KVH Industries, Inc. 2021 Proxy Statement 41BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD2020,2021, Radford advised the Compensation Committee in (1) determining base salaries for executives, (2) determining the targets for total cash-based incentive compensation as a percentage of base salary, and (3) designing and determining individual equity grants for the long-term incentive plan for executives. For purposes of benchmarking our executive compensation relative to market for 2020,2021, the Compensation Committee relied on competitive compensation information compiled by Radford in 2019 and, as recommended by Radford, applied a 3% annual aging factor to 2019 market rates for base salary, cash-based incentive compensation and equity-based compensation in order to generate market rates for 2020.2021. Neither Radford nor any of its affiliates provided any services to us in 20202021 other than Radford'sRadford’s services to the Compensation Committee.candidate'scandidate’s depth of business experience, reputation, personal integrity, understanding of financial matters, familiarity with the periodic financial reporting process, degree of independence from management, possiblecandidate'scandidate’s skills, experience and background complement or duplicate those of our existing directors and will serve the long-term interests of our stockholders. In the case of incumbent directors whose terms are set to expire, the Committee also gives consideration to each director'sdirector’s prior contributions to the Board. The minimum qualifications thatIn February 2021, the Company retained a leading search firm to assist the Company in its process of identifying new director candidates. The search firm identified and evaluated potential candidates and made recommendations to the Nominating and Corporate Governance Committee regarding such candidates.42 KVH Industries, Inc. 2021 Proxy StatementBOARD OF DIRECTORS AND COMMITTEES OF THE BOARD•the Company'sour strategy;••Board'sBoard’s ability to promote candid discussion within the Board and with senior management.Board'sBoard’s functioning, committee leadership, meetings and, where appropriate, composition."FOR" “FOR” or "AGAINST"“AGAINST” each nominee and also allow stockholders to abstain from voting on any nominee. Abstentions and broker non-votes will have no effect on the outcome of any election for director. Under our by-laws and in accordance with Delaware law, an incumbent director'sdirector’s term extends until his or her successor is duly elected and qualified, or until he or she resigns or is removed from office. Thus, an incumbent director who fails to receive the required vote for re-election in an uncontested election at an annual meeting would continue serving as a director (sometimes referred to as a "holdover director"“holdover director”) until his or her term ends for one of the foregoing reasons. In order to address the situation where an incumbent director in an uncontested election receives more votes "AGAINST"“AGAINST” his or her re-election than votes "FOR"“FOR” his or her re-election, the Board has adopted a policy to the effect that, in order for an incumbent director in an uncontested election to be nominated for re-election, that director should tender a resignation that would become effective only upon both (i) the failure to obtain the requisite vote for re-election and (ii) the acceptance of the resignation by the Board of Directors. If an incumbent director were to fail to obtain the requisite vote for re-election, the NominatingKVH Industries, Inc. 2021 Proxy Statement 43BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD"related parties" (which“related parties” (which includes our directors, director nominees and executive officers and their immediate family members, as well as stockholders known by us to own five percent or more of our common stock and their immediate family members). The policy applies to any transaction in which we are a participant and any related party has a direct or indirect material interest, where the amount involved in the transaction exceeds $120,000 in a single calendar year, excluding transactions in which standing pre-approval has•party'sparty’s interest arises solely from ownership of our common stock and such interest is proportionate to the interests of stockholders.Committee'sCommittee’s next regularly scheduled meeting.•••party'sparty’s interest in the transaction.2019,2021, nor are there any pending related-party transactions.Martin A. Kits van Heyningen, servesserved as our senior director of creative and customer experience. Her employment with us ended on March 11, 2022. For 20202021 and 2019,2020, total individual compensation for Kathleen Keating, based on total salary, bonus, aggregate grant date fair value of stock option awards granted during the year and all other compensation, as calculated in a manner consistent with our Summary Compensation Table for 20202021 and 2019,2020, was approximately $266,762 and $250,813, respectively. In connection with her separation from employment, Ms. Keating received a severance payment equal to twenty-six (26) weeks’ salary, or $104,470, and $248,030, respectively.Martin A. Kits van Heyningen, was hired in August 2019served as a Service Operations Manager. Her employment with us ended on March 11, 2022. For 20202021 and 2019,2020, total individual compensation for Siobhan Kits van Heyningen, as calculated in a manner consistent with our Summary Compensation Table for 20202021 and 2019,2020, was approximately $138,027 and $103,896, respectively. In connection with her separation from employment, Ms. Kits van Heyningen received a severance payment equal to eight (8) weeks’ salary, or $18,223, and $37,234, respectively.twenty-five percent (25%) of the unvested portion of her equity awards was accelerated, consistent with the arrangements provided to employees whose employment was terminated in connection with our recent reduction in force.44 20212022 Proxy Statement 43 company'scompany’s consolidated financial statements, its system of internal control over financial reporting and the independence and performance of our independent registered public accounting firm. The Audit Committee also selects our company'scompany’s independent registered public accounting firm. Our Board of Directors adopted a charter for the Audit Committee in February 2004, which was most recently revised in February 2017.November 2021. The Audit Committee currently consists of three independent directors. Each member of the Audit Committee meets the independence requirements of the NASDAQ Stock Market for membership on the Audit Committee.company'scompany’s management is responsible for the financial reporting process, including the system of internal control over financial reporting, and for the preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United States of America. Our company'scompany’s independent registered public accounting firm is responsible for auditing those consolidated financial statements and auditing the effectiveness of internal control over financial reporting. Our responsibility is to monitor and review these processes. We have relied, without independent verification, on the information provided to us and on the representations made by our company'scompany’s management and independent registered public accounting firm.company'scompany’s independent registered public accounting firm, the overall scope and plans for their audit of our company'scompany’s consolidated financial statements for the year ended December 31, 2020.2021 and significant audit matters. We met with them, with and without our company'scompany’s management present, to discuss the results of their audits of our consolidated financial statements and of our company'scompany’s internal control over financial reporting and to discuss with them the overall quality of our company'scompany’s financial reporting, as well as the critical audit matters included in their report on our company'scompany’s consolidated financial statements.20202021 with management and the independent registered public accounting firm.company'scompany’s management, including the matters in the written disclosures and letter which we received from the independent registered public accounting firm under applicable requirements of the PCAOB. We also considered whether the independent registered public accounting firm'sfirm’s performance of non-audit services for our company is compatible with the auditors'auditors’ independence, and concluded that the performance of such non-audit services did not impair the auditors'auditors’ independence.company'scompany’s audited consolidated financial statements for the year ended December 31, 20202021 be included in our company'scompany’s annual report on Form 10-K for that year.
James S. Dodez
Charles R. TrimbleThe Audit CommitteeStanley K. Honey (Chairman)Mark S. AinCharles R. TrimbleJames S. Dodez(1)44 20212022 Proxy Statement 45 20202021 and 2019.2020. Fees Fee category 2021 2020 Audit fees(1) $715,354 $868,218 Audit-related fees(2) $5,132 $18,218 Tax fees(3) $2,723 $20,488 All other fees — — Total fees $723,209 $906,924 Fees 2020 2019 $ 868,218 $ 880,697 18,218 7,285 20,488 4,581 — — $ 906,924 $ 892,563 (1)Auditforeign locationsDenmark, Norway, Singapore, Cyprus and in 2019, additional audit procedures associated withUnited Kingdom locations.then-new lease accounting standard, ASC 842.(2)Audit-relatedpreparation of annual reports for our Denmark location. For 2020, audit-related fees consist of amounts billed for other services related to the preparation of annual reports for our Denmark, Norway and United Kingdom locations, as well as a Denmark audit of fixed cost related to COVID-19.Tax20202021 or 2019.2020. Section 16(a) of the Securities Exchange Act of 1934 requires our executive officers and directors and persons who beneficially own more than ten percent of our common stock to file reports of ownership and changes in ownership with the SEC. SEC regulations require executive officers, directors and greater-than-ten-percent stockholders to furnish us with copies of all Section 16(a) forms they file.46 20212022 Proxy Statement 45 ProposalsWe give careful consideration to proposals received from stockholders are given careful consideration by the Company.stockholders. Stockholder proposals submitted in accordance with Rule 14a-8 under the Exchange Act are eligible for consideration for inclusion in the Company'sour proxy statement for the 20222023 annual meeting of stockholders if they are received by the Company on or before [ · ].December 29, 2022. In order for a stockholder proposal submitted outside of Rule 14a-8 to be considered at the 20222023 annual meeting of stockholders, such proposal must be received by the Company not later than the last date for submission of stockholder proposals under the By-laws. In order for a proposal (including nominations of directors) to be timely under the By-laws, it must be received not later than the close of business 90 days (i.e., February 3, 2022)2, 2023) nor earlier than 120 days (i.e., January 4, 2022)3, 2023) before the "Specified“Specified Date."” Under the By-laws, the Specified Date is the first Wednesday in May each20222023 annual meeting of stockholders is called for a date that is prior to the Specified Date, and if less than 105 days'days’ notice or prior public disclosure of the date NON-GAAP FINANCIALADDITIONAL INFORMATION This proxy statement provides our non-GAAP adjusted EBITDA as a supplementour consolidated financial statements included inShareholders. A copy of our Annual Report on Form 10-K which are prepared in accordancefor fiscal year 2021 as filed with generally accepted accounting principles ("GAAP"). Management usesthe SEC, together with this non-GAAP financial measure, among others, internally in analyzing financial resultsproxy statement, is being mailed to assess operational performance. The presentation of this financial measure is not intended to be considered in isolation or as a substitute for the financial information prepared in accordance with GAAP. Our non-GAAP adjusted EBITDA adjusts for specified items that can be highly variable or difficult to predict. Management generally uses this non-GAAP financial measure, among others, to facilitate financial and operational decision-making, including evaluation of our historical operating results, comparison to competitors' operating results, and determination of management incentive compensation. This non-GAAP financial measure reflects an additional way of viewing an aspect of our operations that, when viewed with GAAP net loss and the reconciliation to GAAP net loss, may provide a more complete understanding of factors and trends affecting our business.Non-GAAP adjusted EBITDA has limitations as a financial measure because it represents net loss before interest income, net, income taxes, depreciation, amortization, stock-based compensation expense, goodwill impairment charge, intangible asset impairment charge, non-recurring inventory reserve, transaction-related and other non-recurring legal fees, other non-recurring costs and foreign exchange transaction gains and losses.Other companies, including companies in our industry, may calculate this non-GAAP financial measure differently or not at all, which will reduce its usefulness as a comparative measure.Because this non-GAAP financial measure excludes the effect of items that increase or decrease our reported results of operations, management strongly encourages stockholders to review our consolidated financial statements and publicly filed reports in their entirety. Reconciliations of this non-GAAP financial measure to the most directly comparable GAAP financial measure are presented in the following table.KVH Industries, Inc. 2021 Proxy Statement 47RECONCILIATION OF GAAP NET LOSS FROM CONTINUING OPERATIONS TONON-GAAP ADJUSTED EBITDA FROM CONTINUING OPERATIONS(in thousands, unaudited) Three months ended
December 31, Year ended
December 31, 2020 2019 2020 2019 $ (11,637 ) $ (2,910 ) $ (21,940 ) $ (16,009 ) (263 ) (863 ) 174 (4,003 ) (228 ) (373 ) (978 ) (983 ) 3,386 2,594 11,663 9,778 (8,742 ) (1,552 ) (11,081 ) (11,217 ) 1,003 1,140 3,462 4,159 8,732 — 8,732 — 1,758 — 1,758 — — 122 — 2,259 — — 201 224 — — — 216 707 988 48 181 $ 3,458 $ 698 $ 3,120 $ (4,178 ) ADDITIONAL INFORMATION Stockholders of record on [ · ],as of April 18, 2022. The 2021 will receive a proxy statement and our annual report to stockholders, whichAnnual Report contains detailed business and financial information about us. The annual report2021 Annual Report is not incorporated herein and is not deemed a part of this proxy statement.Mailings.Mailings. If you share an address with other KVH stockholders, of the Company, you may receive notification that you are being sent only a single copy of the proxy materials (including a copy of this proxy statement and the 2020 annual report)2021 Annual Report), unless your bank, broker or other intermediary that provides the notification receives contrary instructions from the affected stockholders. This practice, permitted under SEC rules and commonly referred to as "householding,"“householding,” is designed to provide extra convenience for stockholders and potential cost savings for companies.reduce expenses associated with proxy solicitations.the CompanyKVH if you hold registered shares of common stock. We will promptly deliver a separate copy of the proxy materials upon request. You can notify the CompanyKVH by calling (401) 845-8102 or sending a written request to KVH Industries, Inc., 50 Enterprise Center, Middletown, RI 02842, Attention: Eileen Pribula.Costs of Solicitation. We are required by law to convene an annual meeting of stockholders at which directors are elected. Because our shares of common stock are widely held, it would be impractical for our stockholders to meet physically in sufficient numbers to hold a meeting. Accordingly, the Company is soliciting proxies from our stockholders. United States federal securities laws require us to send you this proxy statement, and any amendments and supplements thereto, and to specify the information required to be contained in it. The Company will bear the expenses of calling and holding the annual meeting of stockholders and its solicitation of proxies therefor. These costs will include, among other items, the expense of preparing, assembling, printing and mailing the proxy materials to stockholders of record and beneficial owners, and reimbursements paid to brokerage firms, banks and other fiduciaries for their reasonable out-of-pocket expenses for forwarding proxy materials to stockholders and obtaining voting instructions of beneficial owners. In addition to soliciting proxies by mail, directors, officers and employees may solicit proxies on behalf of our Board, without additional compensation, personally or by telephone. We may also solicit proxies by email from stockholders who are our employees or who previously requested to receive proxy materials electronically. As a result of the potential proxy solicitation by VIEX, we may incur additional costs in connection with our solicitation of proxies. The Company has retained D.F. King & Co., Inc. to solicit proxies. Under our agreement with D.F. King & Co., Inc., D.F. King & Co., Inc. will receive a fee of up to $[ · ] plus the reimbursement of reasonable expenses. D.F. King & Co., Inc. expects that approximately [ · ] of its employees will assist in the solicitation. D.F. King & Co., Inc. will solicit proxies by mail, telephone, facsimile or email. Our aggregate expenses, including those of D.F. King & Co., Inc., related to our solicitation of proxies, excluding salaries and wages of our regular employees, are expected to be approximately $[ · ], of which approximately $[ · ] has been incurred as of the date of this proxy statement.4846 KVH Industries, Inc. 20212022 Proxy StatementTablePurposes of Contentsthe PlanAPPENDIX A – ADDITIONAL INFORMATION REGARDING PARTICIPANTS IN THE SOLICITATION The purposes of the KVH Industries, Inc. 2016 Amended and Restated Equity and Incentive Plan (the “Plan”) are to (i) provide long-term incentives and rewards to those employees, officers, directors and other key persons (including consultants) of KVH Industries, Inc. (the “Company”) and its Subsidiaries (as defined below) who are in a position to contribute to the long-term success and growth of the Company and its Subsidiaries, (ii) to assist the Company and its Subsidiaries in attracting and retaining persons with the requisite experience and ability, and (iii) to more closely align the interests of such employees, officers, directors and other key persons with the interests of the Company’s stockholders.ADDITIONAL INFORMATION REGARDING PARTICIPANTS IN THE SOLICITATION
The following terms shall be defined as set forth below:Under applicable SECmembersthereunder.ourgrant under the Plan, shall include Incentive Stock Options, Nonstatutory Stock Options, Stock Appreciation Rights, Restricted Stock Units, Restricted Stock Awards, Unrestricted Stock Awards, Performance Share Awards, Dividend Equivalent Rights and Cash Awards.Board's nominees, and certain of our officers and other employees are "participants"Company.our solicitationany Award holder, a determination by the Company (including the Board) or any Subsidiary, in its sole discretion, that the holder’s employment or other relationship with the Company or any such Subsidiary should be terminated as a result of proxies(i) a material breach by the Award holder of any agreement to which the Award holder and the Company or any Subsidiary are parties, (ii) any act (other than retirement, Disability or authorized leave of absence) or omission to act by the Award holder that may reflect adversely on the business, operations or reputation of the Company or any Subsidiary or that may expose the Company or any Subsidiary to a risk of criminal liability or material fines, damages or penalties (including injunctive relief) or that may impair the Award holder’s ability to perform services for the Company or any Subsidiary, including, without limitation, the commission of any crime (other than an ordinary traffic violation), (iii) any material misconduct or material neglect of duties by the Award holder in connection with the annual meeting. The following sets forth certain information about the persons who are "participants."Miscellaneous Information Regarding ParticipantsExcept as described in this Appendix Abusiness or in this proxy statement, neither any participant nor anyaffairs of their respective associates or affiliates (together, the "Participant Affiliates") is either a party to any transaction or series of transactions since January 1, 2020 or has knowledge of any current proposed transaction or series of proposed transactions (i) to which the Company or any Subsidiary or (iv) a violation of its subsidiariesany code of ethics, code of conduct or other policy applicable to him or her.participant,reasonable time after the grant.amount involved exceeds $120,000individual works) that will be used to establish Performance Goals are limited to the following (any of which may be determined in such manner as the Administrator shall determine and may be adjusted to include or exclude equity-based compensation, incentive compensation, transaction expenses, restructuring expenses and other one-time, non-recurring, unusual, volatile or other items determined by the Administrator not to reflect the desired performance criteria): (i) stock price, (ii) market share, (iii) gross or net sales, (iv) gross or net revenue, (v) return on equity, assets, investment or capital, (vi) economic profit (economic value added), (vii) total shareholder return, (viii)working capital, (ix) costs or expenses, (x) margins, (xi) earnings (including EBITDA) or earnings per share, (xii) cash flow (including adjusted operating cash flow), (xiii) customer satisfaction, (xiv) operating income, (xv) net income, (xvi) research and development, (xvii) product releases, (xviii) manufacturing, (xix) acquisitions, divestitures, joint ventures, licenses or other strategic transactions, or (xx) any combination of the foregoing, any of which under the preceding clauses (i) through (xx) may be measured either in absolute terms or as compared to any incremental increase or as compared to results of a peer group or market index.participantreason.Participant Affiliate had,a committee of not less than two Independent Directors (in either case, the “Administrator”), as determined by the Board from time to time; provided that (i) for purposes of Awards to directors or willReporting Persons of the Company, the Administrator shall be deemed to include only directors who are determined by the Board to be Independent Directors, and no director who is not such an Independent Director shall be entitled to vote or take action in connection with any such proposed Award and (ii) for purposes of Performance Based Awards, the Administrator shall be a committee of the Board composed of two or more persons who are determined by the Board to be Outside Directors. Notwithstanding the foregoing, the failure of any person to qualify as an Independent Director or an Outside Director shall not affect the validity of any Award granted or other action taken hereunder.a directthe power and authority to grant Awards consistent with the terms of the Plan, including the power and authority:indirect material interest. Furthermore,times of grant, and the extent, if any, of Incentive Stock Options, Nonstatutory Stock Options, Stock Appreciation Rights, Restricted Stock Awards, Restricted Stock Units, Unrestricted Stock Awards, Performance Share Awards, Dividend Equivalent Rights and Cash Awards, or any combination of the foregoing, granted to any one or more grantees;describedcontemplated by Section 4(b), reprice any outstanding Stock Option or Stock Appreciation Right; for this purpose, a “repricing” means (A) reducing the exercise price of any Stock Option or Stock Appreciation Right, (B) canceling any Stock Option or Stock Appreciation Right in this Appendix Aexchange for a Stock Option or Stock Appreciation Right with a lower exercise price, (C) canceling any Stock Option or Stock Appreciation Right in exchange for another Award, (D) canceling any Stock Option or Stock Appreciation Right in exchange for cash (except as contemplated by Section 20(a)(iii)) or (E) taking any other action that would constitute a “repricing” under generally applicable accounting principles; orproxy statement, (a) no participantlimitation, in respect of any shares of Stock under any Award which shares are forfeited, canceled, satisfied without the issuance of Stock, otherwise terminated, or, Participant Affiliate, directlyfor shares of Stock issued pursuant to any unvested full value Award, reacquired by the Company at not more than the grantee’s purchase price (other than by exercise) (“Unissued Shares”), the number of shares of Stock that were removed from the Pool for such Unissued Shares shall be added back to the Pool. Notwithstanding the foregoing, upon the exercise of any Award to the extent that the Award is exercised through tendering (or attesting to) previously owned shares or indirectly, beneficially ownsthrough withholding shares that would otherwise be awarded and to the extent shares are withheld for tax withholding purposes, the Pool shall be reduced by the gross number of shares of Stock being exercised without giving effect to the number of shares tendered (or attested to) or withheld. For the avoidance of doubt, any shares repurchased by the Company using the proceeds from the exercise of any Stock Option shall not be added back to the Pool. Solely for the purpose of applying the overall share limitation above, and not for purposes of the limit on Awards to any individual set forth below, each Stock Option or Stock Appreciation Right granted under this Plan shall reduce the number of shares available for grant by one share for every one share granted, and each grant of an Award other than a Stock Option or Stock Appreciation Right under this Plan shall reduce the number of shares available for grant by two shares for every one share granted. Subject to such overall limitation, shares of Stock may be issued up to such maximum number pursuant to any type or types of Award, including Incentive Stock Options; provided, however, than the maximum number of shares of Stock subject to all Awards that may be granted under this Plan to any individual in the aggregate in any fiscal year of the Company shall not exceed 250,000 shares (or, in the case of a non-employee director, 100,000 shares), subject toany securities of any subsidiary of the Company, (b) no participant owns anyother property, or additional shares or new or different shares or other securities of the Company or other non-cash assets are distributed with respect to such shares of record but not beneficially, and (c) no participant has any substantial interest, directStock or indirect, byother securities, holdings or, otherwise, in any matter to be acted upon at the annual meeting other than an interest, if, any, as a stockholderresult of any merger, consolidation, conversion, sale of all or substantially all of the assets of the Company, the outstanding shares of Stock are converted into or exchanged for a different number or kind of securities or other property of the Company or with respect toany successor entity (or a director nominee, as a nomineeparent or subsidiary thereof), the Administrator shall make an appropriate or proportionate adjustment in (i) the maximum number of shares reserved for director.Except as described in this Appendix A or in this proxy statement, no participant or Participant Affiliate has entered into any arrangement or understanding with any person with respectissuance under the Plan, (ii) the number of shares of Stock that can be granted to any future employmentone individual grantee, (iii) the maximum number of shares that may be granted under a Performance-Based Award, (iv) the number and kind of shares or other securities or property subject to any then outstanding Awards under the Plan, (v) the repurchase price per share subject to each outstanding Restricted Stock Award, and (vi) the price for each share subject to any then outstanding Stock Options and Stock Appreciation Rights under the Plan, without changing the aggregate exercise price (i.e., the exercise price multiplied by the number of Stock Options or Stock Appreciation Rights) as to which such Stock Options and Stock Appreciation Rights remain exercisable. The adjustment by the Administrator shall be final, binding and conclusive. No fractional shares of Stock shall be issued under the Plan resulting from any such adjustment, but the Administrator in its discretion may make a cash payment in lieu of fractional shares.anya Subsidiary of property or equity of the relevant corporation or entity. The Administrator may direct that the substitute awards be granted on such terms and conditions as the Administrator considers appropriate in the circumstances. Any substitute Awards granted under the Plan shall not be subject to Sections 3(c) and 3(d) and shall not count against the share limitation applicable to individuals set forth in the penultimate sentence of Section 4(a).affiliatesSubsidiaries.future transactionsSubsidiary that is a “subsidiary corporation” within the meaning of Section 424(f) of the Code. To the extent that any Option does not qualify as an Incentive Stock Option, it shall be deemed a Nonstatutory Stock Option.its affiliates will or maylaws, as determined by the Administrator. In the event an optionee chooses to pay the purchase price with previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the optionee upon the exercise of the Stock Option shall be a party.Exceptnet of the number of shares attested to.described in this Appendix A or in this proxy statement, there are no contracts, arrangements or understandings by any participant or Participant Affiliate since January 1, 2020 with any personof the time of grant) of the shares of Stock with respect to which Incentive Stock Options granted under this Plan and any securitiesother plan of the Company including, butor its parent and subsidiary corporations become exercisable for the first time by an optionee during any calendar year shall not limited to, joint ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees of profit, division of losses or profits, orexceed $100,000. To the giving or withholding of proxies.Except as described inextent that any Stock Option exceeds this Appendix A or in this proxy statement, and excluding any director or executive officer of the Company acting solely in that capacity, no person who islimit, it shall constitute a party toNonstatutory Stock Option.arrangement or understanding pursuant to which a nominee for election as director is proposed to be elected has any substantial interest, direct or indirect, by security holdings or otherwise, in any matter to be acted upon at the annual meeting of stockholders.Based on representations made to the Company by the participants, no participant has been the subject of a criminal conviction (excluding traffic violations or similar misdemeanors) within the last ten years.The following table sets forth the names of our current directors and the Board's nominees, as well as the names and principal business addresses of the corporation oroptionee’s employment (or other organization in which the principal occupations or employment ofKVH Industries, Inc. 2021 Proxy Statement A-1such directors and nominees is carried on. The principal occupations or employment of the Board's nominees are set forth under the headings "Proposal No. 1: Election of Directors" and "Directors and Executive Officers" in this proxy statement. NamePrincipal Business NamePrincipal Business Address Martin A. Kits van HeyningenKVH Industries, Inc.50 Enterprise Center, Middletown,RI 02842 Charles R. TrimbleKVH Industries, Inc.50 Enterprise Center, Middletown,RI 02842 Robert E. TavaresKVH Industries, Inc.50 Enterprise Center, Middletown,RI 02842 James S. DodezKVH Industries, Inc.50 Enterprise Center, Middletown,RI 02842 Danelle M. BarrettDeep Water Point, LLC2661 Riva Road, Building 1000,Suite 1000, Annapolis, MD 21401 Mark S. AinKVH Industries, Inc.50 Enterprise Center, Middletown,RI 02842 Stanley K. HoneyKVH Industries, Inc.50 Enterprise Center, Middletown,RI 02842 Cielo HernandezXL Fleet Corp.145 Newton Street, Boston, MA 02135 Cathy-Ann Martine-DoleckiTristar Acquisition I Corp.2870 Peachtree Road, NW Suite 509Atlanta, GA 30305 Certain Officers and Other EmployeesThe following table sets forth the name and principal occupation of the Company's officers and employees who are "participants." The principal occupation refers to such person's positionservice relationship) with the Company and its Subsidiaries terminates, the principal business addressoptionee’s Stock Options may be exercised within the period of each such persontime specified in the Award Agreement evidencing the Option, to the extent that the Option is 50 Enterprise Center, Middletown, RI 02842. NamePrincipal Occupation Martin A. Kits van HeyningenPresident and Chief Executive Officer Brent C. BruunChief Operating Officer Roger A. KuebelChief Financial Officer Felise B. FeingoldSenior Vice President, General Counsel, Compliance Officer, Chief Data Privacy Officer, and Secretary Information Regarding Ownershipvested on the optionee’s Termination Date. In the absence of the Company's Securities by ParticipantsThe numbera specific period of Company securities beneficially owned by directors and named executive officers as of April 27, 2021 istime set forth in the "Security OwnershipAward Agreement, a Stock Option shall terminate immediately upon the optionee’s Termination Date in the event of Certain Beneficial Owners and Management" section of this proxy statement. The number of Company securities beneficially owned as of April 27, 2021termination by the Company'sCompany or a Subsidiary for Cause, and shall remain exercisable (to the extent vested on the optionee’s Termination Date): (i) for three (3) months following the Termination Date upon any termination other officersthan for Disability, death or Cause; or (ii) for twelve (12) months following the Termination Date upon termination for Disability or death, or if an optionee dies within three (3) months after his or her Termination Date; employees who are "participants" in our solicitation of proxies is set forth below.Name of Beneficial OwnerTotal Amount of Shares Beneficially Owned Roger A. Kuebel0 Felise B. Feingold64,444 Information Regarding Transactions in Our Securities by ParticipantsThe following table sets forth information regarding purchasesdistribution and sales of our securitiesall Stock Options shall be exercisable, during the past two yearsoptionee’s lifetime, only by the persons listed above under "Directors and Nominees" and "Certain Officers and Other Employees"optionee, or by the optionee’s legal representative or guardian in this Appendix A.A-2 KVH Industries, Inc. 2021 Proxy StatementNonethe event of the purchase priceoptionee’s incapacity. Notwithstanding the foregoing, the Administrator, in its sole discretion, may provide in the Award Agreement regarding a given Option, or market value of the securities listed below is represented by funds borrowed or otherwise obtained for the purpose of acquiring or holding such securities. Transaction Descriptions 1Open Market Sale 2Deferred Stock Units Granted for Non-Employee Director Retainer Fees 3Time-Based Restricted Stock Unit Vesting 4Open Market Acquisition Company Securities Purchased or Sold(April 27, 2019 through April 27, 2021) Name Transaction Date Number of Securities Transaction Description 6/5/2019 35,250 3 6/10/2019 (2,676 ) 1 7/1/2019 (1,050 ) 1 7/1/2019 (126 ) 1 10/2/2019 (1,113 ) 1 10/2/2019 (133 ) 1 1/3/2020 (1,041 ) 1 1/3/2020 (125 ) 1 1/15/2020 (267 ) 1 1/17/2020 (68 ) 1 Martin Kits van Heyningen 2/19/2020 (5,272 ) 1 4/4/2020 (3,509 ) 1 6/9/2020 (3,391 ) 1 6/9/2020 (2,763 ) 1 8/2/2020 65,243 3 8/2/2020 1,031 3 1/19/2021 (68 ) 3 3/30/2021 (4,100 ) 1 3/31/2021 27,097 3 3/31/2021 694 3 6/5/2019 16,181 3 6/10/2019 (905 ) 1 7/1/2019 (418 ) 1 10/2/2019 (444 ) 1 1/3/2020 (415 ) 1 2/19/2020 (3,030 ) 1 Brent Bruun 4/14/2020 (2,252 ) 1 6/9/2020 (2,157 ) 1 6/9/2020 (1,654 ) 1 8/2/2020 19,027 3 1/19/2021 (4,000 ) 1 2/12/2021 (4,000 ) 1 KVH Industries, Inc. 2021 Proxy Statement A-3 Name Transaction Date Number of Securities Transaction Description 2/12/2021 (2,347 ) 1 3/31/2021 12,812 3 4/9/2021 (88 ) 1 4/12/2021 (2,087 ) 1 4/13/2021 12,868 3 4/13/2021 (14,693 ) 1 Roger Kuebel 3/8/2021 — 1 6/5/2019 11,882 3 6/10/2019 (1,058 ) 1 7/1/2019 (400 ) 1 10/2/2019 (424 ) 1 1/3/2020 (396 ) 1 2/19/2020 (3,537 ) 1 4/9/2020 (2,054 ) 1 6/9/2020 (1,992 ) 1 6/9/2020 (1,592 ) 1 8/2/2020 13,972 3 12/11/2020 6,313 3 12/11/2020 (100 ) 1 12/11/2020 (670 ) 1 12/11/2020 (100 ) 1 12/11/2020 (101 ) 1 12/11/2020 (133 ) 1 12/11/2020 (20 ) 1 Felise Feingold 12/11/2020 (20 ) 1 12/11/2020 (460 ) 1 12/11/2020 (161 ) 1 12/11/2020 (90 ) 1 12/11/2020 (199 ) 1 12/11/2020 (50 ) 1 12/11/2020 (330 ) 1 12/11/2020 (200 ) 1 12/11/2020 (200 ) 1 12/11/2020 (1,566 ) 1 12/11/2020 (200 ) 1 12/11/2020 (807 ) 1 12/11/2020 (100 ) 1 12/11/2020 (406 ) 1 12/11/2020 (400 ) 1 12/14/2020 6,567 3 12/14/2020 (260 ) 1 12/14/2020 (13 ) 1 A-4 KVH Industries, Inc. 2021 Proxy Statement Name Transaction Date Number of Securities Transaction Description 12/14/2020 (5 ) 1 12/14/2020 (215 ) 1 12/14/2020 (20 ) 1 12/14/2020 (219 ) 1 12/14/2020 (5,835 ) 1 12/15/2020 8,785 3 12/15/2020 (233 ) 1 12/15/2020 (5 ) 1 12/15/2020 (518 ) 1 12/15/2020 (89 ) 1 12/15/2020 (200 ) 1 12/15/2020 (300 ) 1 12/15/2020 (3 ) 1 12/15/2020 (518 ) 1 12/15/2020 (1,200 ) 1 12/15/2020 (8 ) 1 12/15/2020 (200 ) 1 12/15/2020 (500 ) 1 12/15/2020 (405 ) 1 12/15/2020 (300 ) 1 12/15/2020 (100 ) 1 12/15/2020 (123 ) 1 12/15/2020 (576 ) 1 12/15/2020 (1,289 ) 1 12/15/2020 (1,987 ) 1 12/15/2020 (100 ) 1 12/15/2020 (131 ) 1 3/16/2021 2,300 3 3/16/2021 (2,300 ) 1 3/17/2021 9,118 3 3/17/2021 14,166 3 3/17/2021 7,394 3 3/17/2021 (1,400 ) 1 3/17/2021 (25 ) 1 3/17/2021 (603 ) 1 3/17/2021 (5,366 ) 1 3/17/2021 (100 ) 1 3/17/2021 (300 ) 1 3/17/2021 (1,150 ) 1 3/17/2021 (304 ) 1 3/17/2021 (7,264 ) 1 3/17/2021 (400 ) 1 KVH Industries, Inc. 2021 Proxy Statement A-5 Name Transaction Date Number of Securities Transaction Description 3/17/2021 (3,644 ) 1 3/17/2021 (900 ) 1 3/17/2021 (834 ) 1 3/17/2021 (5 ) 1 3/17/2021 (8,383 ) 1 3/23/2021 (2,078 ) 1 3/31/2021 9,408 3 8/20/2019 5,000 2 8/20/2019 5,000 2 Mark S. Ain 8/20/2020 5,000 2 8/20/2020 5,000 2 Danelle M. Barrett 6/10/2020 10,000 2 8/20/2019 5,000 2 James Dodez 8/4/2020 5,000 2 8/4/2020 5,000 2 8/20/2019 5,000 2 8/20/2019 5,000 2 Stanley K. Honey 8/4/2020 5,000 2 8/4/2020 5,000 2 4/8/2020 10,000 2 Robert Tavares 5/5/2020 10,000 4 8/6/2020 10,000 4 8/20/2019 5,000 2 8/20/2019 5,000 2 Charles R. Trimble 8/4/2020 5,000 2 8/4/2020 5,000 2 Cielo Hernadez N/A — N/A Cathy-Ann Martine-Dolecki N/A — N/A 20212022 Proxy StatementPRELIMINARY COPY-SUBJECT TO COMPLET ON may agree in writing with respect to an outstanding Option, that the optionee may transfer his or her Nonstatutory Stock Options to members of his or her immediate family, to trusts for the benefit of such family members, or to partnerships in which such family members are the only partners, provided that the transferee agrees in writing with the Company to be bound by all of the terms and conditions of this Plan and the applicable Option.c/o Corporate Election Services P. 0. Box 3230 Pittsburgh, PA 15230-3230 ANNUAL MEETING2022 Proxy Statement A-72021 YOUR VOTEISIMPORTANT Please takethe Award shall be subject to such additional rules and requirements as specified by the Administrator from time to time in order to comply with Section 409A. In this regard, if any amount under a moment now409A Award is payable upon a “separation from service” (within the meaning of Section 409A) to a grantee who is then considered a “specified employee” (within the meaning of Section 409A), then no such payment shall be made prior to the date that is the earlier of (i) six months and one day after the grantee’s separation from service, or (ii) the grantee’s death, but only to the extent such delay is necessary to prevent such payment from being subject to interest, penalties and/or additional taxyourat a meeting of stockholders. Nothing in this Section 18 shall limit the Administrator’s authority to take any action permitted pursuant to Section 4(b).IndustriesInc. commonIndustries, Inc. 2022 Proxy Statement A-11tile 2021 amual meetingof stockholders. YOU CAN VOTE TODAY IN ONEany reason to constitute at least a majority of the Board; provided that any individual who becomes a member of the Board subsequent to the Effective Date, whose election or nomination for election was approved by a vote of a majority of the Incumbent Directors shall be treated as an Incumbent Director unless he or she assumed office as a result of an actual or threatened election contest with respect to the election or removal of directors; ortel ephone accessconditions different from those specified in the Plan as the Administrator considers necessary or advisable to achieve the purposes of the Plan or to comply with applicable laws.av ailable 24 hourssubject, (ii) the provisions of any Award Agreement providing for recoupment or clawback of compensation and (iii) the provisions of any recoupment, clawback or similar policy of the Company that may be in effect or that the Company may adopt from time to time. In addition, the Administrator shall be entitled to take such action as it shall determine, in its sole discretion, to be necessary or appropriate to recoup or claw back all or any portion of any Award or any Stock, payment other consideration (including without limitation any proceeds of any sale or other disposition thereof) acquired or received in respect thereof arising or resulting from any misconduct, any accounting restatement to correct an error, or any other miscalculation, error or mistake. Such action may include without limitation termination, cancellation, reduction, limitation, rescission, amendment or modification of any Award or any vesting, issuance of Stock, payment or other consideration in respect thereof. A participant shall cooperate with the Company’s efforts to recoup or claw back any such compensation and shall, in accordance with the Administrator’s determination, forfeit, return to the Company, or reimburse the Company for, any such compensation.day, 7 days 3 week . You will beweb site maintained by the Company or by a third party under contract with the Company) all documents relating to the Plan and any Award thereunder (including without limitation, prospectuses required by the SEC) and all other documents that the Company is required to providedeliver to its security holders (including without limitation, annual reports and proxy statements) and (ii) permit participants in the unique controlnumber printed below if youPlan to electronically execute applicable Plan documents (including but not limited to, Award Agreements) in a manner prescribed by the Administrator.![[MISSING IMAGE: tm2213248d1-px_proxy1pg1bw.jpg]](https://files.docoh.com/DEF 14A/0001104659-22-054613/tm2213248d1-px_proxy1pg1bw.jpg)
vaito be counted. — Date and Sign BelowqIF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.qAnnual Meeting Proxy CardChange of Address — Please print new address below. Comments — Please print your comments below.B Non-Voting ItemsA Proposals — The Board of Directors recommends a vote FOR the Internetnominee listed and FOR Proposals 2, 3 and 4.1. Election of Directors: To elect Charles R. Trimble as our Class IIDirector to a three year term expiring in 2025; andFor Against Abstain4. To ratify the appointment of Grant Thornton LLP as ourindependent registered public accounting firm for 20222. To approve the KVH Industries, Inc. Amended and Restated 2016Equity and Incentive Plan, which increases the number ofshares reserved for issuance under the Plan; andFor Against Abstain3. To approve, on an advisory (non-binding) basis, thecompensation of our named executive officers for 2021; andYou may vote online or by telephone. Yourr Internet or telephonephone instead of mailing this card.OnlineGo to www.investorvote.com/KVHIor scan the QR code — login details arelocated in the shaded bar belowSave paper, time and money!Sign up for electronic delivery atwww.investorvote.com/KVHIPhoneCall toll free 1-800-652-VOTE (8683) withinthe USA, US territories and CanadaYour vote must be receivedmatters – here’s how to vote!![[MISSING IMAGE: tm2213248d1-px_proxy1pg2bw.jpg]](https://files.docoh.com/DEF 14A/0001104659-22-054613/tm2213248d1-px_proxy1pg2bw.jpg)
11:59 p.m.Eastern Dayilght Time on [•], 2021. Your mail vote must be received in suf f cient time before the annual meeting. CONTROL NUMBER: 11 = =======dl 16 "" If voting by mail, please fold and detach cardconsenting to receive electronicdelivery, sign up at perforation before mailing. "" BLUEwww.investorvote.com/KVHITHIS PROXY CARD KVH INDUSTRIES,INC. ANNUAL MEETING OF STOCKHOLDERS - [•], 2021 THIS BLUIE PROXY CARD IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF KVH INDUSTRIES,INC. The INC.A STOCKHOLDER WISHING TO VOTE IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE BOARD OFDIRECTORS NEED ONLY SIGN AND DATE THIS PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE.Proxy for Annual Meeting of Stockholdersto be held on June 8, 2022.The undersigned, lherebyrevoking all prior proxies, hereby appoints Felise Feingold and Roger Kuebel, and Fe!ise Feingold. and each of them, as attorneysproxy and proxies. eachattorney-in-fact, with fuiJ power of substitution. wim power <O acttoact without methe other and with all powers mat the undersjgned would possess if personally present. and hereby authorizes eachfull power of them <O represent andsubstitution, to vote all the shares of common stockCommon Stock of KVH Industries.Inc. thatIndustries, Inc., which the undersjgnedundersigned is entitled to vo<etovote at the annualmee-J:ngAnnual Meeting of stockholders of KVH Industries.Inc.toStockholders to be held at the offices of KVH Industries, Inc., 50 Enterprise Center, Middle:;own, Rhode Is and 02842.Middletown, RI 02842 on (•]. 2021 at (• ) Eas<em OaytJgh;TimeJune 8, 2022, at11:00 a.m. Eastern time, and at any adjournmems.postponementsadjournments or continuationspostponements thereof, (the *Annual Meeting"). This proxy card, whenupon matters set forth in the Notice of Annual Meeting and Proxy Statement, acopy of which has been received by the undersigned, and in their discretion upon any business that may properly executed,come before the meeting or anyadjournments or postponements thereof. Attendance of the undersigned at the meeting or any adjourned or postponed session thereof will not be voted i n the manner directed herein. Ifdeemedto revoke this proxy card is properly executed and returned but no such driectionis made asunless the undersigned shall affirmatively indicate the intention of the undersigned to any item,vote the shares represented hereby prior to theexercise of this proxy.The shares represented by this proxy will be voted in accordance withas directed. If no voting direction is given on a proposal, the shares represented by this proxy will be votedas recommended by the Board of Directors' recommendations: "FOR" the KVH Industries,Inc.'s di rector nominees in Proposal1and "FOR" Proposals 2 and 3.In their discretion, the proxies are authorizedDirectors. Unless this proxy is expressly marked to vote upon such other busi ness as may properly come before“AGAINST” the AnnualMeeting,to the extent authorized by Rule 14a-4(c, under the Secur ties Exchange Act of 1934, as amended. Only stockholders who owned shares of common stock of KVH Industr es, nc.aselection of the close of business on (•], 2021 may vote atClass II director nominee or to“ABSTAIN” from voting for the AnnualMeeting. The undersigned hereby revokes all proxies previo us y given with respect to the shares covered hereby with respect to the Annual Meeting and acknow·ledges recei ptelection of the NoticeClass II director nominee, this proxy will be deemed to grant authority to vote “FOR” the election of theClass II director.PLEASE VOTE, DATE AND SIGN ON REVERSE, AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.Proxy — KVH Industries, Inc.qIF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.qDear Stockholder,Please take note of the important information enclosed with this proxy card.Your vote counts, and you are strongly encouraged to exercise your right to vote your shares.Please mark the boxes on this proxy card to indicate how you would like your shares to be voted. Then sign the card, detach it and return it in theenclosed postage-paid envelope. Alternatively, you can vote by Internet or telephone using the instructions on the backand the Proxy Statementto be held on June 8, 2022.Thank you in advance for your prompt consideration of these matters.Sincerely,KVH Industries, Inc.The 2022 Annual Meeting of Stockholders of KVH Industries, Inc. YOUR VOTE IS VERY IMPORTANT - PLEASE VOTE TODAY.If you will not be voti ng by Internet or by telephone,then pel ase mark, sign,date and return t h s B LUE proxy card inheld onJune 8, 2022 at 11:00 a.m. ET, at the enclosed postage--paid envelope. PLEASE SIGN AND DATE ON THE REVERSE SIDE VOTE BY MAIL Please mark,sign and date your BLUE proxy card and retum it in the postage pa d envelope provided or return it to: Corporate Ection Serv ces, P.O.Box 3230, Pittsburgh, PA 15230 VOTE BY TELEPHONE Have your BLUE proxy card ava lable wllen you callToll-free 1-888-693.a683 us ng a touch-tone phone and follow the simpleinstructions to record your vote VOTE VIA INTERNET Have your BLUE proxy card avalable whenyou access the v.oebsite www.cesvote.com and follow the simple instructions to record your vote
YOUR VOTE IS IMPORTANT! SEE R EVERSE SIDE FOR THREE EASY WAYS TO VOTE VIA THE INTERNET,BY TELEPHONE OR BY MALI YOU MAY VOTE VIA THEINTERNET OR BY TELEPHONE. YOUR INTERNET OR TELEPHONE VOTE MUST BE RECEIVED BY 11:59 P.M.EASTERN DAYLIGHT TIME ON [•],2021.IF YOU 00 NOT VOTE VIA THE INTERNET OR TELEPHONE, THEN PLEASE MARK,SIGN,DATE AND RETURN THE BLUE PROXY CARD PROMPTLY.YOUR VOTE BY MAIL MUST BE RECEIVEDIN SUFFICIENT TIME BEFORE THE ANNUAL MEETING. Importantoffices of KVH Industries, Inc., 50 Enterprise Center, Middletown, Rhode Island 02842.Important Notice Regarding the Availability of Proxy Materi alsMaterialsfor the Annual Meeting of Stockholders to be held on June 8, 2022The proxy statement for the Annual Meeting:2022 annual meeting of stockholders of KVH Industries, Inc. and the related 2021 annual report to stockholders are availableon the Internet at www.kvh.com/annual. You can read, print, download and search these materials at that website. The Company's Proxy Statement, Annual Report. and Stockllok!er Letter are ava lable at www.viewourmaterial.comJKVHI. If you hc:.vny quotion, would Jiko fo nquo-::t ;;.ddib·on;;.l copio:> of pro:wry m.;.tori.;.Jt: website does not use “cookies”or need assictance voting your BLUEproxy card,plea:::e contact KVH lndu:::tries, Inc. c proxy colicitor: O.F. King & Co., Inc. 48 Wall St FL 23.New York, NY. 10005-2922 Sanks and brokers may cal coll ect at (212)269-5550 Allothers may calltoll-free at (800) 488-8095 Emai :KVH@dfking.oom "" If voting by mail please fold and detach card at perforation before ma l ing. "" KVH INDUSTRIES,INC. THIS BLUE PROXY CARD IS ONLY VALID WHEN SIGNED AllD DATED Please mark you:r vote as i nd cated i n this example:[!] BLUE PROXY CARD Our Board of Directors recommends yoo vote "FOR"' Proposals 2 and 3. 2. To approve, on an advisory (non-binding) basis. me compensation of our na.med executNe offioe..rs Our Board of Direc tors recommends you vote "FOR" the nominees i n Proposal1. t. To elect two nominees a.s Oass I directors for a. lhree-year te.ITI'l expiringi n 2024 0FOR D AGAI NST D ABSTAI N FOR AGAINST ABSTAIN Nominees: (1) CieloHemandez (2) Cathy-Ann Martine-D 3. To ratify me appoint:me-n; of Grant Thornton LLP as our ndependent registered public accoun5ng firm for 2021 D D D D D D o ecki D AGAI NST DFOR D ABSTAI N Stockholder Signature (Title) Da.:e Stockholder Signature. f jointly held (Title) Da. e IKSTR.UC'TJOMS: Prease 9g:1 exar:::uy as your nane{&)!&) on IJ'&l proxy catO.'M'IM &l}'l ng asan att<mey.e.ar::tnlf1o:ra:or.tru:st.ee.guatdan orotr'IEJfiCJUcl:aty,p:easegr e fiJI:eas iUCI\ JCmt ownersii'KIIJCI eacn6lgnpasona:ry.All no10en;rriJ6t &lgn. acorpora on orp .please &lgn1nu corporateorp.mnml'llpl\ltne,Dy ai.UIO!Izeo omwor peJWL PLEASEMARK.SIGN. DATE ANDRETURN YOUR PROXY CARD PROMPTLYIN THE POSTAGE-PAID ENVELOPE ENCLOSED.other tracking devices to identify visitors.