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.company. We thank Mark and Stanhim for their many years of valuablehis service and are grateful for their innumerable contributionswish him well in the future.
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 ALL of the nominees proposed by the Board.
Our Board urges you NOT to sign or return any white proxy card that may be sent to you by VIEX. Only the latest validly executed proxy that you submit will be counted. Westatement, we encourage you to read the accompanying proxy statement carefullyour 2022 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 7, 2023 at | | ||
Venue: | | KVH Industries, Inc. 50 Enterprise Center Middletown, Rhode Island 02842 | | ||
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Items of Business: | | | Proposal 1: To elect two | | |
| | | | Proposal 2: To approve, on an advisory (non-binding) basis, the compensation of our named executive | |
| | | | Proposal 3: To determine, in a non-binding “say on frequency” vote, the frequency of the vote on our executive compensation program (once every year, once every two years or once every three years); | |
| | | | | Proposal 4: To ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for | |
| | | To transact such other business as may properly come before the annual meeting or any adjournment or postponement of the meeting. | | |
| Record Date: | | | Our | |
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 ALL 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.
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 | | | |||||||||
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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, the accompanying proxy statement and form of proxy card, and the annual report are first being mailed 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 7, 2023 This proxy statement and our 2022 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. | | | |||||||||
PRELIMINARY PROXY STATEMENT – SUBJECT TO COMPLETION
PROXY STATEMENT
for
2021 ANNUAL MEETINGTABLE OF STOCKHOLDERS OF KVH INDUSTRIES, INC.
[ · ], 2021
CONTENTS
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PRELIMINARY PROXY STATEMENT – SUBJECT TO COMPLETION
This proxy statement (including all appendices attached hereto, this "proxy statement"“proxy statement”) is furnished in connection with the solicitation of proxies by the Boardboard of Directors ("Board" or "Board of Directors")directors of KVH Industries, Inc., a Delaware corporation, (the "Company" or "KVH"), for use at the 20212023 annual meeting of stockholders of the Companycompany (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.
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This
Information About the Annual Meeting
Our Board is soliciting proxies for the annual meeting.
| | Date and Time: | | | Wednesday, June 7, 2023 at 11:00 a.m., Eastern Time | |
| Venue: | | | |||
50 Enterprise Center Middletown, Rhode Island | | ||||
| Record | | | The close of business on | |
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 | | |||
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1. Election of Directors | |||||||||||
| | | FOR the Board’s Nominees | | | 7 | | ||||
| 2. Non-Binding Say on Pay Vote | | | FOR | | | 9 | | |||
| | 3. Non-Binding Say on Frequency Vote | | | FOR Once Every Year | | | 12 | | |||
| | 4. Ratification of Appointment of Independent Public Accounting Firm | ||||||||||
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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
KVH Industries, Inc. 2021 Proxy Statement 1
PROXY SUMMARY
ENCLOSED BLUE PROXY CARD IN THE POSTAGE-PAID ENVELOPE PROVIDED. ONLY YOUR LATEST DATED PROXY WILL BE COUNTED.
THE BOARDELECTION OF DIRECTORS RECOMMENDS A VOTE "FOR ALL" OF OUR BOARD'S NOMINEES LISTED ON THE ENCLOSED
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: Withholding your vote on VIEX's nominees on a white proxy card is NOT the same as voting FOR ALL of our Board's nominees on the BLUE proxy card. Submitting a valid 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.
TableThe following table provides summary information about our nominees for election to the Boardboard as Class I directors.III Directors. Additional information for all directors, including the Board's nominees, may be found on pages [ · ]7,8,14,15 and [ 16.· ].
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 | |
| | Stephen H. Deckoff | | | 56 | | | New Nominee | | | Yes | | | Not Applicable | |
| | David M. Tolley | | | 56 | | | 2022 | | | Yes | | | Audit Committee | |
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."
2
PROXY 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. 20212023 Proxy Statement 31
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✔ | | | Our directors are elected for three-year terms by majority voting in uncontested elections and by plurality voting in contested elections | | | ||
| | ✔ | | | All of our directors are independent, other than our chief executive officer | | |
| | ✔ | | | All of the members of our audit, compensation and nominating and corporate governance committees are independent | | |
| | ✔ | | | We have appointed | | |
| | ✔ | | | Executive sessions of independent directors are held at each regularly scheduled | | |
| | ✔ | | | We rotated our independent registered public accounting firm in June 2014 | | |
| | ✔ | | | We conduct annual stockholder votes to ratify the selection of our independent registered public accounting firm | | |
| | ✔ | | | The majority of director compensation is in the form of KVH common stock | | |
| | ✔ | | | We have a strong pay-for-performance executive compensation philosophy | | |
| | ✔ | | | We conduct annual non-binding | | |
| | ✔ | | | We | | |
| | ✔ | | | Our independent compensation consultant is hired by the compensation committee | | |
| | ✔ | | | We conduct annual | | |
| | ✔ | | | We prohibit short sales, transactions in derivatives, hedging, and pledging of KVH securities by our directors and named executive officers | | |
42 KVH Industries, Inc. 20212023 Proxy Statement
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| What We Do | | | What We | | | ||||
| | Offer competitive compensation that attracts and retains executive talent ✔
Seek to align the interests of our named executive officers with those of our stockholders and reward the creation of long-term value for KVH stockholders through equity grants ✔
Emphasize variable performance-based compensation over fixed compensation (excluding the impact of the 2022 retention awards) ✔
Align payout of annual incentives to drivers of stockholder value, such as ✔
Balance the importance of achieving long-term strategic priorities and critical short-term goals linked to long-term objectives ✔
Align individual performance goals with our business strategy ✔
Cap incentive payments ✔
Benchmark compensation against that of a broad group of companies ✔
Implement clawback provisions for equity awards under our 2016 Equity and Incentive Plan ✔ | Impose minimum vesting periods of one year, with minor exceptions
Require a “double-trigger” for executives to receive cash severance and equity vesting upon a change of control | | | ✘
No tax gross-ups ✘
No guaranteed salary increases ✘ No evergreen provisions in our equity plan No “liberal share recycling” on restricted stock or other full-value awards under our equity plan ✘ No repricing of stock options or stock appreciation rights without stockholder approval ✘
No discounted stock options or stock appreciation rights ✘ No buyouts of stock options or stock appreciation rights without stockholder approval ✘ No “liberal” definition of change of control in our equity plan | | |
KVH Industries, Inc. 2021 Proxy Statement 5
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| | | For 2022, we had a non-equity incentive compensation plan intended to reward our named executive officers for achievement of both financial and individual performance goals for that year. Given the sale of our inertial navigation segment in August 2022, the compensation committee divided the year into two halves for the purposes of this plan. For the first half of 2022, the financial performance goals were based on corporate performance, mobile connectivity business unit performance, and inertial navigation business unit performance, with each component representing 25% of the executives’ target bonus opportunity, and the individual performance component representing the remaining 25%. For the second half of the year, there was only one financial performance goal, which was based on the performance of our continuing operations, which excludes inertial navigation and represented 75% of the executives’ target bonus opportunity, with individual performance representing the remaining 25%. In September 2022, after assessing our financial performance for the first half of 2022, our compensation committee determined to award non-equity incentive compensation to our named executive officers in accordance with our performance against corporate and business unit goals for the first half of 2022. The degree of achievement of our corporate, mobile connectivity business unit and inertial navigation business unit goals was 200%, 200% and 0%, respectively. In March 2023, after assessing our financial performance for the second half of 2022, our compensation committee determined to award non-equity incentive compensation to our named executive officers in accordance with our performance against our continuing operations financial performance goals for the second half of 2022, as well as for performance against individual goals for the full year. The degree of achievement of our financial performance goal for the second half of 2022 was 127%. For full year individual performance goals, our compensation committee determined that our named executive officers, other than our chief financial officer, achieved 100% of their individual performance goals, and our chief financial officer achieved 80% of his individual performance goals. The aggregate incentive compensation actually received by our named executive officers, other than our former chief executive officer, ranged from approximately 59% to 86% of their respective base salaries, which equaled or exceeded the targeted range of 50% to 70% of their respective base salaries. | | |
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64 KVH Industries, Inc. 20212023 Proxy Statement
| | QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING OF STOCKHOLDERS AND VOTING | | |
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Our BoardWhat is soliciting your vote atthe purpose of the annual meeting, which is to be held on [ meeting?· ], 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.
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At the annual meeting, we will submit the following proposals to our stockholders:
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| Proposal 1 | | | To elect two | |
Proposal 2 | | | To approve, on an advisory (non-binding) basis, the compensation of our named executive officers. | |
Proposal 3 |
| | | To determine, in a non-binding “say on frequency” vote, the frequency of the vote on our executive compensation program (once every year, once every two years or once every three years). | | |
| | Proposal | | | To ratify the appointment of Grant Thornton LLP as our independent registered public accounting |
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You will have one vote for every share of common stock you owned as of the close of business onWhen is the record date.
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Our Boardboard of Directorsdirectors has fixed the close of business on [ · ], 2021,Tuesday, April 18, 2023, 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 [ · ]19,484,740 shares of our common stock outstanding.
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[ · ] 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.
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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 7
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING OF STOCKHOLDERS AND VOTING
The Board recommends using the enclosed BLUE voting instruction form or BLUE proxy card to vote FOR ALL of the Board's nominees for director. Our Board also recommends that you DISREGARD the white voting instruction form and white proxy card.
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The shares represented by your properly signedBLUE proxy card will be voted in accordance with your directions. If you do
By signing and returning the 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.
To vote by telephone, please follow the instructions included on yourBLUE proxy card. If you vote by telephone, you do not need to complete and mail your BLUEproxy card.
To vote on the Internet, please follow the instructions included on yourBLUE proxy card. If you vote on the Internet, you do not need to complete and mail your BLUEproxy card.
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If your shares 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 your broker, bank or other nominee would not have discretionary authority to vote your shares on Proposal 1 or Proposal 2. Toin person at the extent your broker, bank or other nominee has forwarded VIEX'S proxy materials to you, your broker, bank or other nominee would also not have discretionary authority to vote your Shares on Proposal 3. 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 ALL 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.meeting. 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.
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A quorum must be present in order for business to be conducted at the annual meeting. Our 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 completed signed
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A broker non-vote“non-vote” occurs when brokers, banks,a broker or other nomineesnominee 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 discretionary authority tovoting power and has not received instructions from that owner.
8 KVH Industries, Inc. 2021 Proxy Statement
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING OF STOCKHOLDERS AND VOTING
shares in your account will not be permitted to exercise discretionary authority regarding any of the proposals to be voted onvotes properly cast at the annual meeting whether "routine" or not. Aswill be necessary to elect each Class III director to a result, there would be no broker non-votes by such brokers, banks, or other nominees. In such case, if you do not submit any voting instructionsthree-year term (proposal 1), to your broker, bank, or other nominee, then your shares will not be counted in determiningapprove, on an advisory (non-binding) basis, the outcomecompensation of anyour named executed officers for 2022 (proposal 2), and to approve the ratification of the proposals at the annual meeting, nor will your shares be counted for purposes of determining whether a quorum exists. However, if you receive proxy materials only from the Company, then brokers, banks, and other nominees will be entitled to vote your shares on "routine" matters without instructions from you. The only proposal that would be considered "routine" in such event is Proposal 3 (ratificationappointment of Grant Thornton LLP as our independent registered public accounting firm for 2021)2023 (proposal 4). A broker, bank, or other nominee will not be entitled to vote your shares on any "non-routine" matters, absent instructions from you. Consequently, if you receive proxy materials only from the Company and you do not submit any voting instructions to your broker, bank, or other nominee, then your broker, bank, or other nominee may exercise its discretion to vote your shares on the proposal to ratify the selection of Grant Thornton LLP as the Company's independent registered public accounting firm for 2021 (Proposal 3). If your shares are voted on Proposal 3 as directed by your broker, bank, or other nominee, your shares will constitute broker non-votes on Proposal 1 (election of directors) and Proposal 2 (advisory approvalplurality of the compensation of our named executive officers). In such case, broker non-votes will count for purposes of determining whether a quorum exists, but will not be counted as votes properly cast with respect to Proposal 1 (election of directors) or Proposal 2 (advisory approval of the compensation of our named executive officers). We urge you to instruct your broker about how you wish your shares to be voted.
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Attendance at the annual meeting will be limitednecessary to stockholders as of [ · ], 2021, their authorized representatives and guestsdetermine, in the non-binding “say on frequency” vote, the frequency of the Company. Access tovote on our executive compensation program (proposal 3). A majority of the votes properly cast at the annual meeting will be necessary to approve any other matter that may be granted to othersproperly acted upon at the discretionannual meeting. For more information on majority voting for the election of directors, please see “Board of Directors and Committees of the Company. In accordance with the Company's security procedures, all persons attending the annual meeting must 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 Board — Corporate Governance — Majority Voting.”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,
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.
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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.
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KVH Industries, Inc. 2021 Proxy Statement 9
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING OF STOCKHOLDERS AND VOTING
Because we have received notice from VIEX that it intends to nominate persons for election to the Board, the provisions of our By-laws relating to majority voting for directors will not be applicable at the annual meeting and, pursuant to our By-laws, plurality voting will instead apply. In the event that VIEX were to withdraw its nominees at least ten days before the date on which we file with the SEC a definitive version of this proxy statement, the majority voting provisions of our By-laws would apply.
Under the plurality voting provisions of our By-laws, the two nominees for director who receive the most votes of all votes cast for directors will be elected.
It will NOT help elect our Board's nominees if you sign and return a white proxy card sent by VIEX, even if you withhold on VIEX's director nominees using VIEX's proxy card. Doing so will revoke any previous vote you may have cast on KVH's BLUE proxy card. We encourage you to vote FOR ALL 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.
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.
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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.
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We are soliciting proxies on behalf of our Boardboard of Directors.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-pocketout-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 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.
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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
in person.
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. Voting to withhold with respect to any of VIEX's nominees on a white voting instruction form or white proxy card sent to you by VIEX is not the same as voting for our Board's nominees because a vote to withhold with respect to any of VIEX's nominees on its white voting instruction form or white proxy card will revoke any BLUE voting instruction form or BLUE proxy card you may have previously submitted.
106 KVH Industries, Inc. 20212023 Proxy Statement
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETINGTABLE OF STOCKHOLDERS AND VOTING
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.
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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 [ · ] of this proxy statement.
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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.
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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.
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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.com
KVH Industries, Inc. 2021 Proxy Statement 11
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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 Mr. Mutch 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 Statement
BACKGROUND OF THE SOLICITATION
On 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 VIEX
KVH Industries, Inc. 2021 Proxy Statement 13
BACKGROUND OF THE SOLICITATION
Nominees 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 Statement
BACKGROUND OF THE SOLICITATION
On 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 Company
KVH Industries, Inc. 2021 Proxy Statement 15
BACKGROUND OF THE SOLICITATION
also 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 a preliminary proxy statement.
On May 4, 2021, Olshan sent Kirkland a letter disputing the Board's invalidation of the Nomination Notice for VIEX's failure to comply with the By-laws (the "May 4 VIEX Letter"). The May 4 VIEX Letter also indicated, among other things, that VIEX intended to continue its solicitation in favor of the election of the VIEX Nominees.
On May 6, 2021, VIEX filed an amendment to the VIEX Schedule 13D that, among other things, disclosed that on May 4, 2021, Potomac Capital, Potomac Capital GP, Potomac Capital Management and Paul Solit (collectively, "Potomac") joined the VIEX group. On the same date, VIEX filed a revised preliminary proxy statement disclosing, among other things, that Potomac purchased and sold shares of the Company's common stock between September 2019 and June 2020, and then began accumulating shares of the Company's common stock between September 2020 and April 2021. As VIEX disclosed in the Nomination Notice, Mr. Singer served as co-managing member of Potomac from March 2012 until September 2014 and served as an advisor to Potomac from May 2009 until September 2014. In the PLX Case, the Delaware Court of Chancery found that an affiliate of Potomac aided and abetted breaches of fiduciary duties by the directors of PLX.
16 KVH Industries, Inc. 2021 Proxy Statement
BACKGROUND OF THE SOLICITATION
On May 6, 2021, Kirkland sent Olshan a letter highlighting the correspondence between the Company, VIEX, and their respective advisors over the course of the preceding two months regarding the Eligibility Information and the consequences of VIEX's failure to comply with the By-laws (the "May 6 Letter"). The May 6 Letter also outlined the legal basis for the Board's invalidation of the Nomination Notice for VIEX's failure to comply with the By-laws. Kirkland further explained that the Company continued to believe that the Board and the Company's stockholders were entitled to the Eligibility Information, that the Board takes its fiduciary duties seriously, and that the Board was determined to protect the stockholder franchise and, as a result, the Company had decided to reduce the number of information requests in the Supplemental Request Letter to three questions (collectively, the "Revised Eligibility Information"). The Company requested that the VIEX Nominees provide the Revised Eligibility Information by May 10, 2021, noting that, if the VIEX Nominees complied with such information requests, the Board would declare the VIEX Nominees eligible to stand for election at the annual meeting.
On May 10, 2021, Kirkland received a letter from Olshan containing responses to the Revised Eligibility Requests (the "May 10 Letter").
On May 11, 2021, the Board held a meeting to discuss matters related to the annual meeting and VIEX. Among other things, the Board discussed the May 10 Letter. The Board determined that, having received the responses to the Revised Eligibility Requests, it would declare the VIEX nominees eligible to stand for election at the annual meeting and instruct the person presiding at the annual meeting to permit the VIEX Nominees to stand for election.
Later on May 11, 2021, the Company filed this revised preliminary proxy statement.
KVH Industries, Inc. 2021 Proxy Statement 17
PROPOSAL 1 – ELECTION OF DIRECTORS | | |
VIEX has notified us of its intent to nominate two individuals for election to the Board of Directors at the annual meeting. Our Board recommends that you vote FOR ALL of the Board's nominees at the annual meeting on the BLUE voting instruction form or BLUE proxy card. Our Board urges you NOT to sign or return any white voting instruction form or white proxy card that may be sent to you by VIEX.
Only the latest validly executed voting instruction form or proxy card that you submit will be counted. Voting to withhold on VIEX's nominees on a white voting instruction form or white proxy card is NOT the same as voting for the
Board's nominees on the BLUE voting instruction form or BLUE proxy card because withholding on VIEX's nominees on the white voting instruction form or white proxy card will revoke any previous voting instruction form or proxy card submitted by you, even if you previously voted for the Board's nominees. If you have previously submitted a white voting instruction form or white proxy card, we urge you to revoke that voting instruction form or proxy card and vote FOR ALL of the Board's nominees by completing, dating, signing and returning the enclosed BLUE voting instruction form or BLUE proxy card.
The following material contains information concerning our Board's nominees, including their period of serviceterm. Mr. Tolley was appointed as a director (if any), their recent employment, other directorships, including those held duringby the past five years with a public company or registered investment company, and ageboard of directors in June 2022.
![[MISSING IMAGE: ph_davidtolley-bwlr.jpg]](/files/DEF 14A/0001104659-23-052880/ph_davidtolley-bwlr.jpg)
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![[MISSING IMAGE: ph_stevedeckoff-bw.jpg]](/files/DEF 14A/0001104659-23-052880/ph_stevedeckoff-bw.jpg)
| | | Our board of directors recommends that you vote FOR the election of each of David M. Tolley and Stephen H. Deckoff as a Class III director. | | |
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PROPOSAL 2 – NON-BINDING SAY ON PAY VOTE | | |
| | | Our board of directors unanimously recommends that you vote FOR the approval of the compensation of our named executive officers for 2022, as described in the executive compensation tables and the accompanying narrative disclosure set forth in this proxy statement. | | |
| | | PROPOSAL 3 – NON-BINDING SAY ON FREQUENCY VOTE | | |
| | | Our board of directors unanimously recommends that you vote in favor of holding future non-binding “say on pay” votes ONCE EVERY YEAR, rather than once every two years or once every three years. | | |
| | | PROPOSAL 4 – RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | | |
| | | 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, 2023. | | |
| | | DIRECTORS AND EXECUTIVE OFFICERS | | |
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Cathy-Ann Martine-Dolecki has been 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.chief operating officer. In 2017, Ms. Martine-Dolecki retired after a 37-year career with AT&T, where she most recently served as Presidentpresident of National Business Services from 2016 to 2017. Previously, she served as President,president, Enterprise Business Solutions of AT&T Mobile & Business Solutions from 2013 to 2016, as Executive Vice President,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 Nominatingnominating and Corporate Governance Committeecorporate 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.
PROPOSAL 1 – ELECTIONTABLE OF DIRECTORS
If VIEX properly nominates one or more candidates for election as directors in accordance with our By-laws, the two Class I directors will be elected to three-year terms by a plurality of the votes properly cast at the annual meeting. In that case, the two nominees for director receiving the highest number of votes will be elected as directors.
Our Board unanimously recommends that you vote FOR ALLof the nominees recommended by our Board.
20 KVH Industries, Inc. 2021 Proxy Statement
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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 Compensation
Committee 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 achievement
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PROPOSAL 2 – ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION
of 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 of
KVH Industries, Inc. 2021 Proxy Statement 21
PROPOSAL 2 – ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION
the 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 overrule
any 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.
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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 23
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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.
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DIRECTORS AND EXECUTIVE OFFICERS
Directors serving a term expiring at the 20222025 annual meeting (Class II directors):
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Martin A. Kits van Heyningen, one of our founders,
Charles 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 theinterim 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.
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DIRECTORS AND EXECUTIVE OFFICERS
Robert 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 20122022 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. 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 2017.2022. 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.
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DIRECTORS AND EXECUTIVE OFFICERS
Danelle 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.
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.
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DIRECTORS AND EXECUTIVE OFFICERS
Brent 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 sincefrom July 2016 to March 2022 and direct responsibility for inertial navigation products since November 2018. Mr. Bruun also served as our interim chief financial officer from November 20202018 to March 2021.2022. 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'sAmericom’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.
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Daniel R. Conway
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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.
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DIRECTORS AND EXECUTIVE OFFICERS
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Mark 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 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. Balog has served as our chief technologyoperating officer since January 2019.March 2023. Previously, he served as our chief technology officer from January 2019 to March 2023, 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 Boardboard of Directorsdirectors 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.
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| | | BOARD DIVERSITY MATRIX (as of April 19, 2023) | | | ||||||||||||
| | | Total Number of Directors | | | | 7 | | | ||||||||
| | | | | | | Female | | | | Male | | | | Did Not Disclose Gender | | |
| | | Gender | | | | | | | | | | | | | | |
| | | Directors | | | | 2 | | | | 4 | | | | 1 | | |
| | | Number of Directors who Identify in Any of the Categories Below: | | | ||||||||||||
| | | Hispanic of Latinx | | | | 1 | | | | | | | | | | |
| | | White | | | | 1 | | | | 4 | | | | 1 | | |
Jennifer L. Baker has served as our chief accounting officer and corporate controller since September 2016, becoming our principal accounting officer in May 2017 and vice president in January 2019. Previously, from November 2014 to September 2016, she served as our corporate controller. From October 2013 to November 2014, she served as our assistant controller. From December 2012 to September 2013, Ms. Baker served as director of corporate accounting and SEC reporting at Lionbridge Technologies, Inc., then a publicly traded provider of professional translation and localization services. From December 2010 to December 2012, Ms. Baker served as senior manager at The Corporate Finance Group, Inc., a financial consulting firm providing advisory services on a variety of complex accounting, reporting, and tax issues. Her other experience includes over nine years at KPMG LLP, leaving the firm as an audit senior manager. Ms. Baker 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.
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| | COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS | | |
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 $1.9 million for the fourth quarter of 2019.•We commercialized our photonic integrated chip technology (PIC) for use across our FOG products, enabling us to provide a broader range of FOG performance for different applications, including autonomous vehicles.•We continued to transition customers to our new, higher-efficiency HTS network. This network now serves the majority of our subscriber base, and we are seeking to migrate the remainder of our legacy customers to this new network by the end of 2021.•We announced a number of new partners for KVH Watch, our IoT Connectivity-as-a-Service solution, further developing our pipeline for future revenue opportunities.
KVH Industries, Inc. 2021 Proxy Statement 31
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
In 2020,2022, the salary and bonus (including the non-equity incentive plan compensation) of our named executive officers as a percentage of total compensation ranged from 41%67% to 58%78%.
| | Name and Principal Position | | | Year | | | Salary ($) | | | Bonus ($)(1) | | | Stock Awards ($)(2) | | | Option Awards ($)(3) | | | Non-Equity Incentive Plan Compensation ($)(4) | | | All Other Compensation ($)(5) | | | Total ($) | |
| | Brent C. Bruun President and Chief Executive Officer | | | 2022 | | | 435,991 | | | 101,000 | | | 205,024 | | | 214,246 | | | 375,231 | | | 24,150 | | | 1,355,641 | |
| | 2021 | | | 417,942 | | | 1,000 | | | 162,456 | | | 163,128 | | | 105,916 | | | 23,700 | | | 874,142 | | |||
| | Roger A. Kuebel(6) Chief Financial Officer | | | 2022 | | | 325,000 | | | 304,750 | | | 118,721 | | | 121,817 | | | 191,111 | | | 8,125 | | | 1,069,524 | |
| | 2021 | | | 262,500 | | | 820 | | | — | | | 352,725 | | | 57,163 | | | 16,563 | | | 689,771 | | |||
| | Felise B. Feingold SVP, General Counsel | | | 2022 | | | 311,613 | | | 324,710 | | | 113,830 | | | 116,799 | | | 191,029 | | | 9,006 | | | 1,066,987 | |
| | 2021 | | | 306,901 | | | 1,000 | | | 119,293 | | | 119.790 | | | 64,813 | | | 8,670 | | | 620,467 | | |||
| | Martin A. Kits van Heyningen Former President, Chief Executive Officer and Chairman of the Board(7) | | | 2022 | | | 552,331 | | | — | | | — | | | — | | | — | | | 216,139 | | | 768,470 | |
| | 2021 | | | 530,374 | | | 1,000 | | | 343,590 | | | 345,026 | | | — | | | 22,098 | | | 1,242,088 | |
| 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 2020Amounts for 2022 reflect (a) in the case of Mr. Kuebel and2019, reflects $1,000 annual holiday bonusesMs. Feingold, retention awards earned on December 31, 2022 and paid in20202023, (b) in the case of our named executive officers other than Mr. Kits van Heyningen, bonuses awarded for executing the sale of the inertial navigation business, and2019, respectively. For 2019, also reflects non-refundable, pre-paid portions(c) in the case ofnon-equity incentive plan compensationour named executive officers other than Mr. Kits van Heyningen, annual holiday bonuses. Amounts for2019 determined and paid in March 2019. For more information, see note (4) below.
- 2021 reflect annual holiday bonuses.
- 16, 2023.
- 2022.
| | | | | Option Awards | | | Stock Awards | | |||||||||||||||
| | Name | | | Number of Securities Underlying Unexercised Options Exercisable (#) | | | Number of Securities Underlying Unexercised Options Unexercisable (#)(1) | | | Option Exercise Price ($) | | | 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) | |
| | Brent C. Bruun | | | | | | | | | | | | | | | 8/2/2020 | | | 4,756 | | | 48,606 | |
| | | | | | | | | | | | | | 3/31/2021 | | | 6,406 | | | 65,469 | | |||
| | | | | | | | | | | | | | 6/8/2022 | | | 14,025 | | | 143,336 | | |||
| | 37,014 | | | | | | 11.30 | | | 6/6/2023 | | | 10/11/2022 | | | 4,251 | | | 43,445 | | |||
| | 49,669 | | | | | | 9.33 | | | 6/5/2024 | | | | | | | | | | | |||
| | 40,235 | | | 13,411 | | | 8.12 | | | 8/2/2025 | | | | | | | | | | | |||
| | 17,344 | | | 17,342 | | | 12.68 | | | 3/31/2026 | | | | | | | | | | | |||
| | 12,784 | | | 38,352 | | | 8.09 | | | 5/2/2027 | | | | | | | | | | | |||
| | 3,849 | | | 11,545 | | | 8.82 | | | 10/11/2027 | | | | | | | | | | | |||
| | Roger A. Kuebel | | | | | | | | | | | | | | | 6/8/2022 | | | 10,740 | | | 109,763 | |
| | 37,500 | | | 37,500 | | | 12.68 | | | 3/31/2026 | | | | | | | | | | | |||
| | 9,791 | | | 29,372 | | | 8.09 | | | 5/2/2027 | | | | | | | | | | | |||
| | Felise B. Feingold | | | | | | | | | | | | | | | 8/2/2020 | | | 3,493 | | | 35,698 | |
| | | | | | | | | | | | | | 3/31/2021 | | | 4,704 | | | 48,075 | | |||
| | | | | | | | | | | | | | 6/8/2022 | | | 10,298 | | | 105,246 | | |||
| | 14,165 | | | | | | 11.30 | | | 6/6/2023 | | | | | | | | | | | |||
| | 27,354 | | | | | | 9.33 | | | 6/5/2024 | | | | | | | | | | | |||
| | 29,545 | | | 9,848 | | | 8.12 | | | 8/2/2025 | | | | | | | | | | | |||
| | 12,736 | | | 12,735 | | | 12.68 | | | 3/31/2026 | | | | | | | | | | | |||
| | 9,388 | | | 28,162 | | | 8.09 | | | 5/2/2027 | | | | | | | | | | | |||
| | Martin A. Kits van Heyningen | | | | | | | | | | | | | | | 6/5/2019 | | | 2,203 | | | 22,515 | |
| | | | | | | | | | | | | | 8/2/2020 | | | 8,155 | | | 83,347 | | |||
| | | | | | | | | | | | | | 3/31/2021 | | | 5,081 | | | 51,923 | | |||
| | 85,682 | | | | | | 11.30 | | | 6/6/2023 | | | | | | | | | | | |||
| | 81,152 | | | 6,763 | | | 9.33 | | | 6/5/2024 | | | | | | | | | | | |||
| | 56,732 | | | 14,183 | | | 8.12 | | | 8/2/2025 | | | | | | | | | | | |||
| | 18,341 | | | 13,756 | | | 12.68 | | | 3/31/2026 | | | | | | | | | | | |||
| | Option Awards | | Stock Awards | |||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | |
Name | | 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) | ||||||||
Martin A. Kits van Heyningen | 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 | |||||||||||||||||||
Brent C. Bruun | | | | | | | | | | 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 | | | | | | | ||||||||
Robert J. Balog | 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.
| | Year | | | Summary Compensation Table Total for Mr. Bruun | | | Compensation Actually Paid to Mr. Bruun | | | Summary Compensation Table Total for Mr. Kits van Heyningen | | | Compensation Actually Paid to Mr. Kits van Heyningen | | | Average Summary Compensation Table Total for Non-PEO NEOs | | | Average Compensation Actually Paid to Non-PEO NEOs | | | Value of Initial Fixed $100 Investment Based On Total Shareholder Return(1) | | | Net Income ($000s) | |
| | (a) | | | (b) | | | (c) | | | (b1) | | | (c1) | | | (d) | | | (e) | | | (f) | | | (h) | |
| | 2022 | | | 1,355,641 | | | 1,399,233(2) | | | 768,470 | | | 708,143(2) | | | 1,068,255 | | | 1,100,213(2) | | | $90.04 | | | $24,101 | |
| | 2021 | | | 874,142 | | | 663,684(3) | | | 1,242,088 | | | 750,061(3) | | | 655,119 | | | 517,921(3) | | | $80.97 | | | $(9,763) | |
| | Change in Fair Value | | | Mr. Bruun | | | Mr. Kits van Heyningen | | | Average for non-PEO NEOs | |
| | New Grants Unvested at Year-End | | | 369,718 | | | — | | | 211,517 | |
| | Prior Year Awards Unvested at Year-End | | | 6,429 | | | 26,132 | | | 462 | |
| | New Grants that Vested in 2022 | | | 123,252 | | | — | | | 70,514 | |
| | Prior Year Awards that Vested in 2022 | | | (36,538) | | | (86,459) | | | (14,952) | |
| | Prior Year Awards that Failed to Vest in 2022 | | | — | | | — | | | — | |
| | Dividends or Earnings on Awards Before Vesting | | | — | | | — | | | — | |
| | Change in Fair Value | | | Mr. Kits van Heyningen | | | Average for non-PEO NEOs | |
| | New Grants Unvested at Year-End | | | 476,996 | | | 208,067 | |
| | Prior Year Awards Unvested at Year-End | | | (329,277) | | | (77,388) | |
| | New Grants that Vested in 2021 | | | — | | | — | |
| | Prior Year Awards that Vested in 2021 | | | 48,870 | | | 13,501 | |
| | Prior Year Awards that Failed to Vest in 2021 | | | — | | | — | |
| | Dividends or Earnings on Awards Before Vesting | | | — | | | — | |
| | ![[MISSING IMAGE: lc_paidvstotalshare-pn.jpg]](/files/DEF 14A/0001104659-23-052880/lc_paidvstotalshare-pn.jpg) | | | ![[MISSING IMAGE: lc_paidvstotalincome-pn.jpg]](/files/DEF 14A/0001104659-23-052880/lc_paidvstotalincome-pn.jpg) | |
Director Compensation Program for 2022
directors’ compensation in the form of equity awards and the remainder of the directors'directors’ compensation in cash in the form of annual retainers and meeting fees.
KVH Industries, Inc. 2021 Proxy Statement 33
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
in four equal quarterly installments after the date of grant. In accordance with this policy, each of Mr. Tavares and Ms. Barrett, as newly elected non-employee directors in 2020, automatically received a restricted stock award of 10,000 shares ofour common stock, effective on the date of his or her election, April 8, 2020 and June 10, 2020, respectively, the fair value of which was $91,700 and $90,100, respectively.
Our director compensation program also provides that, at the first meeting of the Board of Directors following the annual meeting of stockholders,each continuing non-employee directors automaticallydirector would receive a restricted stock award of 5,000 shares of common stock. Each restricted stock award vests in four equal quarterly installments after the date of grant. In accordance with this policy, each of Messrs. Ain, Dodez, Honey and Trimble received a restricted stock award of 5,000 shares of common stock effective August 4, 2020, the fair value of which was $40,850 on the date of grant.
In addition, each non-employee director who isnewly appointed to serve onand continuing member of the Audit Committeeaudit committee of our Boardboard of Directors willdirectors 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 awardstock. Each of 5,000 shares on each annual reappointment to the Audit Committee. Each restricted stock award vests in four equal quarterly installments after the date of grant. In accordance with this policy, each of Messrs. Ain, Dodez, Honey and Trimble received a restricted stock award of 5,000 shares of common stock effective August 4, 2020, the fair value of
which was $40,850 on the date of grant. Each initial grant willthese awards would vest in four equal quarterly installments after the date of grant.
attended. Non-employee directors who also serveserved as members of the Audit and Compensation Committees normally receiveaudit or compensation committees received additional annual compensation of $3,150 and $2,100, respectively, except that the Chairmanchairman of each of the Auditaudit and Compensation Committees normally receivescompensation committees received additional annual compensation of $6,825 and $3,150, respectively. Our director compensation program doesfor the initial portion of 2022 did not provide other cash compensation for attending any other Boardboard or Committeecommittee meetings.
| | Position | | | Annual Value of Restricted Stock Awards ($) | |
| | 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 | |
Pursuant2016 Plan at the time of such change in control).
2022
| | Name | | | Fees Earned or Paid in Cash ($) | | | Stock Awards ($)(1) | | | Total ($)(2) | |
| | Danelle M. Barrett(3) | | | 5,250 | | | — | | | 5,250 | |
| | James S. Dodez | | | 42,350 | | | 89,000 | | | 131,350 | |
| | Cielo M. Hernandez | | | 36,750 | | | 103,000 | | | 139,750 | |
| | David B. Kagan(4) | | | 35,000 | | | 84,000 | | | 119,000 | |
| | Cathy-Ann Martine-Dolecki | | | 42,921 | | | 97,500 | | | 140,421 | |
| | Robert E. Tavares(3) | | | — | | | — | | | — | |
| | David M. Tolley(4) | | | 35,000 | | | 84,000 | | | 119,000 | |
| | Charles R. Trimble | | | 38,850 | | | 90,000 | | | 128,850 | |
Name | | Fees Earned or Paid in Cash ($) | | Stock Awards ($)(1) | | Total ($)(2) | ||||
Stanley K. Honey | 41,137 | 81,700 | 122,837 | |||||||
Danelle M. Barrett | | 31,207 | | 90,100 | | 121,307 | ||||
Mark S. Ain | 39,132 | 81,700 | 120,832 | |||||||
Charles R. Trimble | | 38,193 | | 81,700 | | 119,383 | ||||
Robert E. Tavares | 26,390 | 91,700 | 118,090 | |||||||
James S. Dodez | | 36,285 | | 81,700 | | 117,985 | ||||
Bruce J. Ryan(3) | 2,231 | — | 2,231 | |||||||
| | | | | | | | | | | |
(1)- Amounts shown do not reflect compensation actually received by the director. Instead, the amounts shown represent the aggregate grant date fair value, computed using the market price on the date of grant in accordance with ASC 718, of restricted stock awards granted during
2020,2022, excluding the effect of estimated forfeitures.
| | | | | | | | Stock Awards | | |||
| | Name | | | Grant Date | | | Number of Shares of Stock That Have Not Vested (#) | | | Market Value of Shares of Stock That Have Not Vested ($)(1) | |
| | Danelle M. Barrett | | | — | | | — | | | — | |
| | James S. Dodez | | | 8/11/2022 | | | 7,304(2) | | | 74,647 | |
| | Cielo M. Hernandez | | | 8/11/2022 | | | 8,453(2) | | | 86,390 | |
| | David B. Kagan | | | 8/11/2022 | | | 6,894(2) | | | 70,457 | |
| | Cathy-Ann Martine-Dolecki | | | 8/11/2022 | | | 8,001(2) | | | 81,770 | |
| | Robert E. Tavares | | | — | | | — | | | — | |
| | David M. Tolley | | | 8/11/2022 | | | 6,894(2) | | | 70,457 | |
| | Charles R. Trimble | | | 8/11/2022 | | | 7,386(2) | | | 75,485 | |
| | Stock Awards | |||||||||
| | | | | | | | | | | |
Name | | Grant Date of Shares of Stock That Have Not Vested | | Number of Shares of Stock That Have Not Vested (#) | | Market Value of Shares of Stock That Have Not Vested($)(1) | ||||
Mark S. Ain | 8/4/2020 | 7,500(2 | ) | 85,125 | ||||||
Charles R. Trimble | | 8/4/2020 | | 7,500(2 | ) | | 85,125 | |||
Stanley K. Honey | 8/4/2020 | 7,500(2 | ) | 85,125 | ||||||
James S. Dodez | | 8/4/2020 | | 7,500(2 | ) | | 85,125 | |||
Robert E. Tavares | 4/8/2020 | 5,000(3 | ) | 56,750 | ||||||
Danelle M. Barrett | | 6/10/2020 | | 5,000(4 | ) | | 56,750 | |||
| | | | | | | | | | | |
(1)- Value is calculated by multiplying the number of restricted stock awards that have not vested by
$11.35,$10.22, the closing price of our common stock on theNASDAQNasdaq Global Select Market on December31, 2020.
- 30, 2022, the last trading day of 2022.
(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.
(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.
| | EQUITY COMPENSATION PLANS | | |
The table does not reflect 150,930 restricted stock awards or options to purchase 317,077 shares of common stock granted after December 31, 2022.
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 $12.68 per share.
The restricted stock awards and stock options reflected in the table were granted on the following terms as determined by the Compensation Committee:compensation committee: (a) in the case of restricted stock awards, the grantee received the restricted stock award without payment of cash consideration, and (b) in the case of stock options, the exercise price per share of the stock option was equal to the closing price of our common stock on the Nasdaq Global Select Market on the date of the grant.
| | Plan category | | | Number of shares to be issued upon exercise of outstanding options, warrants and rights (#) column (a) | | | Weighted-average exercise price of outstanding options, warrants and rights ($) 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 | | | 1,750,732(1) | | | 9.77 | | | 1,512,775(2) | |
| | Equity compensation plans not approved by stockholders | | | — | | | — | | | — | |
| | Total | | | 1,750,732(1) | | | 9.77 | | | 1,512,775(2) | |
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 | 2,035,202 | (1) | 9.25 | 2,030,932(2) | ||||||
Equity compensation plans not approved by stockholders | | — | | — | | — | ||||
Total | 2,035,202 | (1) | 9.25 | 2,030,932(2) | ||||||
| | | | | | | | | | | |
(1)- Does not include
556,107326,007 shares of restricted stock granted under the 2016 Plan which were not vested as of December 31,20202022 and therefore subject to forfeiture. The weighted-average grant-date fair value of these shares of restricted stock was$8.90.
- $9.30.
3628 KVH Industries, Inc. 20212023 Proxy Statement
| | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | | |
of more than five percent of our common stock;
![[MISSING IMAGE: bc_commonstock-pn.jpg]](/files/DEF 14A/0001104659-23-052880/bc_commonstock-pn.jpg)
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 "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, 2023, the record date for the annual meeting.
| | | | | Shares beneficially owned | | |||||||||
| | | | | Outstanding | | | Right to acquire | | | Total | | | Percent | |
| | 5% Stockholders | | | | | | | | | | | | | |
| | Black Diamond Capital Management, L.L.C.(1) 2187 Atlantic Street, 9th Floor Stamford, CT 06902 | | | 3,298,597 | | | — | | | 3,298,597 | | | 16.9 | |
| | Needham Investment Management, L.L.C.(2) 250 Park Avenue, 10th Floor New York, NY 10117-1099 | | | 1,932,750 | | | — | | | 1,932,750 | | | 9.9 | |
| | Systematic Financial Management, L.P.(3) 300 Frank W. Burr Blvd. Glenpointe East, 7th Floor Teaneck, NJ 07666 | | | 1,823,246 | | | — | | | 1,823,246 | | | 9.4 | |
| | Dimensional Fund Advisors LP(4) 6300 Bee Cave Road, Building One Austin, TX 78746 | | | 1,029,258 | | | — | | | 1,029,258 | | | 5.3 | |
| | Directors | | | | | | | | | | | | | |
| | Brent C. Bruun | | | 172,812 | | | 160,895 | | | 333,707 | | | 1.7 | |
| | Charles R. Trimble | | | 151,847 | | | — | | | 151,847 | | | * | |
| | James S. Dodez | | | 72,119 | | | — | | | 72,119 | | | * | |
| | Cathy-Ann Martine-Dolecki | | | 30,668 | | | — | | | 30,668 | | | * | |
| | Cielo M. Hernandez | | | 26,270 | | | — | | | 26,270 | | | * | |
| | David M. Tolley | | | 9,191 | | | — | | | 9,191 | | | * | |
| | David B. Kagan | | | 9,191 | | | — | | | 9,191 | | | * | |
| | Danelle M. Barrett(5) | | | — | | | — | | | — | | | — | |
| | Nominee for Director | | | | | | | | | | | | | |
| | Stephen H. Deckoff | | | — | | | — | | | — | | | — | |
| | Other Named Executive Officers | | | | | | | | | | | | | |
| | Felise B. Feingold | | | 72,804 | | | 93,188 | | | 165,992 | | | * | |
| | Roger A. Kuebel | | | 27,384 | | | 47,291 | | | 74,675 | | | * | |
| | Martin A. Kits van Heyningen(6) | | | 922,727 | | | 112,109 | | | 1,034,836 | | | 5.3 | |
| | All current directors and current executive officers as a group (9 persons) | | | 599,171 | | | 426,986 | | | 1,026,157 | | | 5.3 | |
| | Shares beneficially owned | | |||||||||||||
| | | | | | | | | | | ||||||
| | Outstanding | Right to Acquire | Total Shares | Percent of O/S | | ||||||||||
5% Stockholders | | | | | | | | ||||||||
Systematic Financial Management, L.P.(1) | | 1,704,926 | | | — | | | 1,704,926 | | 9.2 | | ||||
| | | | | | | | | | | ||||||
Vintage Capital Management, LLC(2) | | 1,700,000 | | | — | | | 1,700,000 | | 9.2 | | ||||
| | | | | | | | | | | ||||||
Needham Investment Management, L.L.C.(3) | | 1,591,498 | | | — | | | 1,591,498 | | 8.6 | | ||||
| | | | | | | | | | | ||||||
VIEX Capital Advisors, LLC Group(4) | | 1,262,097 | | | — | | | 1,262,097 | | 6.8 | | ||||
| | | | | | | | | | | ||||||
BlackRock, Inc.(5) | | 1,243,518 | | | — | | | 1,243,518 | | 6.7 | | ||||
| | | | | | | | | | | ||||||
Dimensional Fund Advisors LP(6) | | 1,074,109 | | | — | | | 1,074,109 | | 5.8 | | ||||
| | | | | | | | | | | ||||||
Directors | | | | | | | | ||||||||
Martin A. Kits van Heyningen(7) | | 923,779 | | | 240,702 | | | 1,164,481 | | 6.2 | | ||||
| | | | | | | | | | | ||||||
Stanley K. Honey(8) | | 166,875 | | | — | | | 166,875 | | * | | ||||
| | | | | | | | | | | ||||||
Mark S. Ain(9) | | 163,246 | | | — | | | 163,246 | | * | | ||||
| | | | | | | | | | | ||||||
Charles R. Trimble(10) | | 132,000 | | | — | | | 132,000 | | * | | ||||
| | | | | | | | | | | ||||||
James S. Dodez | | 52,381 | | | — | | | 52,381 | | * | | ||||
| | | | | | | | | | | ||||||
Robert Tavares | | 30,000 | | | — | | | 30,000 | | * | | ||||
| | | | | | | | | | | ||||||
Danelle Barrett | | 10,000 | | | — | | | 10,000 | | * | | ||||
| | | | | | | | | | | ||||||
Nominees for Director | | | | | | | | ||||||||
Cielo Hernandez | | — | | | — | | | — | | — | | ||||
| | | | | | | | | | | ||||||
Cathy-Ann Martine-Dolecki | | — | | | — | | | — | | — | | ||||
| | | | | | | | | | | ||||||
Other Named Executive Officers | | | | | | | | ||||||||
Brent C. Bruun | | 140,737 | | | 91,199 | | | 231,936 | | 1.2 | | ||||
| | | | | | | | | | | ||||||
Robert Balog | | 86,882 | | | 52,188 | | | 139,070 | | * | | ||||
| | | | | | | | | | | ||||||
All current directors and executive officers as a group (15 persons)(11) | | 1,986,168 | | | 506,789 | | | 2,492,957 | | 13.1 | | ||||
| | | | | | | | | | | ||||||
*- Less than one percent.
(2)
(3)- 3,298,597 shares and that Mr. Deckoff’s address is 5330 Yacht Haven Grande, Suite 100, St. Thomas, U.S. Virgin Islands 00802.
(4)
38 KVH Industries, Inc. 2021 Proxy Statement
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
April 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/A13G filed byBlackRock, Inc.Systematic Financial Management, L.P. with the SEC onJanuary 29, 2021.February 13, 2023. The Schedule13G/A13G states thatBlackRock, Inc.Systematic Financial Management, L.P. has sole voting power for1,225,4661,033,134 shares and sole dispositive power for1,243,5181,823,246 shares.
(6)
(7)Includes 12,572 shares of common stock outstanding and 4495 right to acquire shares held by Martin A.
(8)Includes 155,500Heyningen retired on March 6, 2022. The outstanding shares reported above are as ofcommon stock held in trust for Stanley K. HoneyMarch 11, 2022 andhis spouse.
(9)Includes 43,000 sharesthe Rights to Acquire are as ofcommon stock held in trust for Mark S. Ain.
(10)Includes 25,000 shares of common stock held by Charles R. Trimble's spouse.
(11)Includes 2,523 shares of common stock held by Daniel R. Conway's spouse.
|
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
BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD | | |
under these rules.
chief executive officer in appropriate circumstances.
The independent directors have designated Mr. Ain to serve as our Lead Independent Director. The Lead Independent Director will, among other functions, preside at all meetings of the Board at which the Chairman is not present and will serve as a liaison between the CEO and the independent
directors. The Lead Independent Director also presides at executive sessions of the independent directors.
40 KVH Industries, Inc. 2021 Proxy Statement
BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD
Audit Committee audit committee provides the opportunity for direct contact between our independent registered public accounting firm and members of the Boardboard of Directors;directors; the auditors report directly to the Committee.audit committee. The Committeeaudit 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 firm'sfirm’s qualifications and independence, and the performance of our independent registered public accounting firm. The Committeeaudit committee is directly responsible for appointing, compensating, evaluating and, when necessary, terminating our independent registered public accounting firm. Our Audit Committeeaudit committee has established procedures for the treatment of
”
2022.
2022.
administer compensation programs for our executive officers and non-employee directors. All principal elements of compensation paid to our executive officers and directors are subject to approval by the Compensation Committee.compensation committee. Specifically, our Boardboard has delegated authority to the Compensation Committeecompensation committee to determine and approve (1) our compensation philosophy, including evaluating risk management and incentives that create risk, (2) annual base salaries, cash-based incentive compensation and equity-based compensation for our executive officers, (3) equity-based compensation for our non-executive employees and (4) the compensation of our non-employee directors, including cash and equity-based compensation. Under the terms of our 2016 Plan, the Compensation Committeecompensation committee may
KVH Industries, Inc. 2021 Proxy Statement 41
BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD
and the Compensation Committeecompensation committee makes all final compensation decisions.
conflicts of interest and willingness and ability to serve. The Committeecommittee also considers whether the candidate will add diversity to the Board,board, including the degree to which the candidate'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 Committeecommittee also gives consideration to each director'sdirector’s prior contributions to the Board.board. The minimum qualifications that each director must possess consist of general familiarity with fundamental financial statements, ten years of relevant business experience, no identified conflicts of interest, no convictions in a criminal proceeding during the five years prior to the date of selection and the willingness to execute and comply with our code of ethics. Although the Committeecommittee considers diversity as a factor in assessing any nomination, the Boardboard does not have a formal policy with regard to diversity in identifying director nominees. In selecting candidates to recommend for nomination as a director, the Committeecommittee abides by our company-wide non-discriminationnon- discrimination policy.
In 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 Statement
BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD
corporate governance practices, the Nominatingnominating and Corporate Governance Committeecorporate governance committee oversees a comprehensive annual evaluation of our Boardboard and its committees.
Our board believes that our corporate governance practices have been fundamental to our success.
"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 Boardboard 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 Boardboard of Directors.directors. If an incumbent director were to fail to obtain the requisite vote for re-election, the Nominatingnominating and Corporate Governance Committeecorporate governance committee (or another appropriate committee) and the Board would consider the resignation in light of the surrounding circumstances. The policy adopted by the Boardboard states that the Boardboard will publicly announce its decision regarding the resignation within 90 days after certification of the results of the applicable annual meeting.
directors.
KVH Industries, Inc. 2021 Proxy Statement 43
BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD
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 Committeeaudit committee is responsible for reviewing the material facts of all related-party transactions, subject to the exceptions described above. The Audit Committeeaudit 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 Committeeaudit committee determines it to be appropriate, ratified at the Audit Committee'saudit committee’s next regularly scheduled meeting.
dental insurance and 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 March 2022 reduction in force.
4436 KVH Industries, Inc. 20212023 Proxy Statement
| | AUDIT COMMITTEE REPORT(1) | | |
James S. Dodez
David B. Kagan
David M. Tolley
(1)- The material in this report is not soliciting material, is not deemed filed with the SEC and is not incorporated by reference in any of our filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made on, before, or after the date of this proxy statement and irrespective of any general incorporation language in such filing.
Fee category Audit fees(1) Audit-related fees(2) Tax fees(3) All Other Fees Total fees location. 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 KVH Industries, Inc. stockholders of KVH Industries, Inc. 20202022 and 2019.2021. Fees Fee category 2022 2021 Audit fees(1) $760,183 $715,354 Audit-related fees(2) $282,925 $5,132 Tax fees(3) $2,461 $2,723 All other fees $— $— Total fees $1,045,569 $723,209 Fees 2020 2019 $ 868,218 $ 880,697 18,218 7,285 20,488 4,581 — — $ 906,924 $ 892,563 (1)Auditconsistconsisted of amounts billed for professional services rendered for the integrated audit of our consolidated financial statements, including compliance with Section 404 of the Sarbanes-Oxley Act of 2002, review of the interim condensed consolidated financial statements included in quarterly reports and the statutory auditsaudit of our foreign locations and,Denmark location.2019, additional audit procedures associatedconnection with the then-new lease accounting standard, ASC 842.(2)Audit-relatedaudit of financial statements for the KVH Inertial Navigation business that we sold to Emcore Corporation (for which Emcore reimbursed us $210,000); an inventory audit for our Denmark location; the preparation of annual reports for our Denmark location; and our registration statement on Form S-8. For 2021, audit-related fees consist of amounts billed for other services related to the preparation of annual reports for our Denmark Norwaylocation.United Kingdom locations as well as a Denmark audit of fixed cost related to COVID-19.(3)Tax2021, tax fees consist of amounts billed for services arising from tax compliance for our Denmark Norway, Singapore, Cyprus, and United Kingdom locations.20202022 or 2019.2021.Audit Committeeaudit committee approves each engagement for audit or non-audit services before we engage our independent registered public accounting firm to provide those services.Audit Committeeaudit committee has not established any pre-approval policies or procedures that would allow our management to engage our independent registered public accounting firm to provide any specified services with only an obligation to notify the Audit Committeeaudit committee of the engagement for those services. 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.4638 KVH Industries, Inc. 20212023 Proxy Statement 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 20222024 annual meeting of stockholders if they are received by the Companycompany on or before [ · ].December 30, 2023. In order for a stockholder proposal submitted outside of Rule 14a-8 to be considered at the 20222024 annual meeting of stockholders, such proposal must be received by the Companycompany not later than the last date for submission of stockholder proposals under the By-laws.by-laws. In order for a proposal (including nominations of directors) to be timely under the By-laws,by-laws, it must be received not later than the close of business 90 days (i.e., February 3, 2022)1, 2024) nor earlier than 120 days (i.e., January 4, 2022)2, 2024) before the "Specified“Specified Date."” Under the By-laws,by-laws, the Specified Date is the first Wednesday in May each20222024 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 dateBy-lawsby-laws by a stockholder to be timely must be received not later than the close of business on the tenth day following the earlier of the day on which notice of the date of such annual meeting is mailed or the day on which public disclosure is made of the date of such annual meeting. NON-GAAP FINANCIALADDITIONAL INFORMATION This proxy statement providesnon-GAAP adjusted EBITDA as a supplement to our consolidated financial statements included in our Annual Reportannual report on Form 10-K which are prepared in accordancefor fiscal year 2022 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 [ · ], 2021 will receive a proxy statement and our annual report to stockholders, whichas of April 18, 2023. The 2022 Annual Report contains detailed business and financial information about us. The annual report2022 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)2022 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.CostsKVH Industries, Inc. 2023 Proxy Statement 39![[MISSING IMAGE: px_proxy1pg1-bw.jpg]](/files/DEF 14A/0001104659-23-052880/px_proxy1pg1-bw.jpg)
Solicitation. We are required by law to convenethe vote on our executive compensationprogram (once every year, once every two years or onceevery three years);1 U P X01 - David M. Tolley 02 - Stephen H. DeckoffFor Against Abstain For Against AbstainUsing a black ink pen, mark your votes with an annual meetingX as shown in this example.Please do not write outside the designated areas.03SZOC++Please sign exactly as your name(s) appear(s) on the books 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 beneficialKVH Industries, Inc. Joint owners and reimbursements paid to brokerage firms, banksshould each sign personally. Trustees and other fiduciaries should indicate the capacity inwhich they sign, and where more than one name appears, a majority must sign. If a corporation, this signature should be that of an authorized officer who should state his or her title.Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box.C Authorized Signatures — This section must be completed for their reasonable out-of-pocket expenses for forwarding proxy materialsyour vote to stockholdersbe counted. — Date and obtaining voting instructionsSign BelowqIF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.qAnnual Meeting Proxy CardChange of beneficial owners. In addition to soliciting proxies by mail, directors, officersAddress — Please print new address below. Comments — Please print your comments below.B Non-Voting ItemsA Proposals — The Board of Directors recommendsemployees may solicit proxies4, and 1 YEAR on behalfProposal 3.2. To approve, on an advisory (non-binding) basis, thecompensation of our Board, without additional compensation, personallynamed executive officers for 2022;For Against Abstain4. To ratify the appointment of Grant Thornton LLP as ourindependent registered public accounting firm for 2023; and1. To elect two Class III directors to a three-year term expiring in 2026;You may vote online or by telephone. We may also solicit proxiesphone 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 matters – here’s how to vote!![[MISSING IMAGE: px_proxy1pg2-bw.jpg]](/files/DEF 14A/0001104659-23-052880/px_proxy1pg2-bw.jpg)
email from stockholders who are our employees or who previously requestedconsenting to receive electronicdelivery, sign up at www.investorvote.com/KVHITHIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF KVH INDUSTRIES, 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 7, 2023.The undersigned, revoking all prior proxies, hereby appoints Felise Feingold and Roger Kuebel, and each of them, proxy materials electronically. As a resultand attorney-in-fact, with power toact without the other and with full power of the potential proxy solicitation by VIEX, we may incur additional costs in connection with our solicitationsubstitution, to vote all shares 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 feeCommon Stock 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.48 KVH Industries, Inc. 2021 Proxy StatementAPPENDIX A – ADDITIONAL INFORMATION REGARDING PARTICIPANTS IN THE SOLICITATION ADDITIONAL INFORMATION REGARDING PARTICIPANTS IN THE SOLICITATIONUnder applicable SEC rules and regulations, members of our Board, the Board's nominees, and certain of our officers and other employees are "participants" with respect to our solicitation of proxies 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 A or in this proxy statement, neither any participant nor any 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 anyundersigned is entitled tovote at the Annual Meeting of its subsidiaries was or isStockholders to be a participant, (ii) in which the amount involved exceeds $120,000 and (iii) in which any participant or Participant Affiliate had, or will have, a direct or indirect material interest. Furthermore, except as described in this Appendix A or in this proxy statement, (a) no participant or Participant Affiliate, directly or indirectly, beneficially owns any securities of the Company or any securities of any subsidiary of the Company, (b) no participant owns any securities of the Company of record but not beneficially, and (c) no participant has any substantial interest, direct or indirect, by securities holdings or otherwise, in any matter to be acted uponheld at the annual meeting other than an interest, if any, as a stockholderoffices of the Company or, with respect to a director nominee, as a nominee 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 respect to any future employment by the Company or any of its affiliates or any future transactions to which the Company or any of its affiliates will or may be a party.Except as 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 person with respect to any securities of the Company, including, but not limited to, joint ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees of profit, division of losses or profits, or the giving or withholding of proxies.Except as described in 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 is a party to an 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 or other organization in which the principal occupations or employment of 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 position with the Company, and the principal business address of each such person 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 Ownership of the Company's Securities by ParticipantsThe number of Company securities beneficially owned by directors02842 on June 7, 2023, at11:00 a.m. Eastern time, and named executive officers as of April 27, 2021 isat any adjournments or postponements thereof, upon matters set forth in the "Security OwnershipNotice of Certain Beneficial OwnersAnnual Meeting and Management" sectionProxy Statement, acopy of which has been received by the undersigned, and in their discretion upon any business that may properly 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 deemedto revoke this proxy unless the undersigned shall affirmatively indicate the intention of the undersigned to vote the shares represented hereby prior to theexercise of this proxy.The shares represented by this proxy statement. The number of Company securities beneficially ownedwill be voted as of April 27, 2021directed. If no voting direction is given on a proposal, the shares represented by this proxy will be votedas recommended by the Company's other officersBoard of Directors. Unless this proxy is expressly marked to vote “AGAINST” the election of a Class III director nominee or to“ABSTAIN” from voting for the election of that Class III director nominee, this proxy will be deemed to grant authority to vote “FOR” the election of thatClass III director nominee.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 employees whoyou are "participants"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 our solicitationtheenclosed postage-paid envelope. Alternatively, you can vote by Internet or telephone using the instructionsproxies is set forth below.Namethis card.Your vote must be received in sufficient time to be voted at the Annual Meeting of Stockholders to be held on June 7, 2023.Thank you in advance for your prompt consideration of these matters.Sincerely,KVH Industries, Inc.The 2023 Annual Meeting of Stockholders 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 purchases and sales of our securities during the past two years by the persons listed above under "Directors and Nominees" and "Certain Officers and Other Employees" in this Appendix A.A-2 KVH Industries, Inc. 2021will be held onJune 7, 2023 at 11:00 a.m. ET, at the offices of KVH Industries, Inc., 50 Enterprise Center, Middletown, Rhode Island 02842.Important Notice Regarding the Availability of Proxy StatementTableMaterialsfor the Annual Meeting of ContentsNone of the purchase price or market value of the securities listed below is represented by funds borrowed or otherwise obtainedStockholders to be held on June 7, 2023The proxy statement for the purpose2023 annual meeting 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 2021 Proxy Statementand the related 2022 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 website does not use “cookies”or other tracking devices to identify visitors. 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 A-6 KVH Industries, Inc. 2021 Proxy Statement
