ARTICLE 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY PROVISIONS OF CERTAIN EXECUTIVES
The meeting of Brent C. Bruun as President, Chief Executive Officer and Director
On June 15, 2022the board of directors of KVH Industries, Inc. (the “Company”) has appointed Brent C. Bruun as President and Chief Executive Officer of the Company and as a Class II member of the Board of Directors. The appointment took effect immediately. Mr Bruun has served as interim President and Chief Executive Officer of the Company since March 2022.
For more detailed information about At Mr. Bruun’s age, positions within the company and business experience, please see the company’s proxy statement for its 2022 annual meeting of shareholders, filed with the Security and Exchange Commission on May 2, 2022 (the “2022 Proxy Statement”), under the headings “Directors and Executive Officers” and “Compensation of Directors and Executive Officers – Executive Compensation”, each providing information re Mr Bruun is incorporated herein by reference. Neither the board of directors nor its compensation committee have made any changes to At Mr. Bruun’s compensation in connection with his appointment as President and Chief Executive Officer.
The Council selected Mr Bruun to serve on the Board of Directors due to his extensive industry experience, familiarity with the Company’s business and his leadership role within the Company. As an employee of the Company, Mr Bruun
will not receive any separate compensation for his services on the Board of Directors. At Mr. Bruun’s term of office as a member of the board of directors will expire at the annual meeting of shareholders of the Company in 2025.
Appointments of David B. Kagan and David M. Tolley as administrators
Also on June 15, 2022the Board of Directors of the Company has appointed David M. Tolley as a Class III member of the Board of Directors and David (Dave) B. Kagan
as a Class I member of the Board of Directors. At Mr. Tolley’s the appointment took effect immediately and At Mr. Kagan’s the appointment took effect on June 21, 2022. At Mr. Tolley’s the appointment will expire at the annual meeting of shareholders of the Company in 2023, and At Mr. Kagan’s term will expire at the Company’s annual meeting of shareholders in 2024. The Board of Directors has determined that each of Messrs. Tolley and Kagan qualifies as an “independent director” under the applicable rules of the Nasdaq Stock Exchange.
Mr. Tolley55, recently served as Executive Vice President and Chief Financial Officer of Intelsat SA of June 2019 at March 2022, where he helped lead a multi-billion dollar restructuring of one of the world’s largest satellite providers. In May 2020during At Mr. Tolley’s warrant, Intelsat SA and its subsidiaries filed voluntary actions under Chapter 11 of the United States Bankruptcy Code, which concluded in February 2022. Prior to joining Intelsat, Mr. Tolley served as Chief Financial Officer for Network Access Associates Ltd.
(formerly known as WorldVu Satellites Limited) (“OneWeb”), a satellite services company, from 2017. From 2000 to 2011, Mr. Tolley held the position of Senior Managing Director in the Private equity group at Blackstone Inc., a leading investment firm, where he led strategy and investment in satellite services and served on the private equity investment committee. From 1990 to 2000, he served as Vice Chairman of Morgan Stanley, a leading financial services company, in the Investment Banking division, where he provided banking and advisory services to established and emerging companies in the wider communications sector. He has served on the boards of eight public and private companies, including ExteNet Systems from 2016 to 2019, Cumulus Media (NASDAQ: CMLS) from 2006 to 2017, NewSkies Satellites from 2004 to 2006 and Centenary Communications from 2001 to 2005. Mr. Tolley holds a master’s degree in business administration from Colombia Business School and a Bachelor of Science in Economics and History of University of Michigan.
Mr Kagan61, has been CEO of Globalstar, Inc. (NYSE: GSAT), a leading provider of satellite solutions, since September 2018where he also served as President and Chief Operating Officer of December 2017 at
September 2018 and of January 2016 at March 2017. Of March 2017 at November 2017he was the general manager of SpeedCast International Limiteda leading provider of communications and information technology services. Mr Kagan
previously held the position of President of ITC Global LLCa leading provider of VSAT satellite services, August 2014 at September 2015and President and CEO of Wireless Globe LLCa provider of maritime satellite services, June 2011 until it was sold to Inmarsat in August 2014. Prior to that, he served as President and CEO of Maritime telecommunications networka leading provider of satellite services for the cruise, pleasure and maritime markets, January 1997 at December 2008. Earlier in his career, he served as vice president of finance, treasurer and co-chief financial officer of Norwegian Cruise Line (NYSE: NCLH) from 1994 to 1997. Mr Kagan holds a master’s degree in business administration from Florida Atlantic University and a bachelor’s degree in finance and marketing from the University University of South Florida, Tampa.
The Board of Directors has not yet made a decision regarding the committee appointments of Messrs. Tolley and Kagan. The Company expects to file an amendment to this report on Form 8-K within four business days of determining such appointment.
For their services as non-employee directors, Messrs. Tolley and Kagan will be entitled to receive compensation in accordance with the Company’s standard compensation arrangements for non-employee directors, which are described under “Compensation of Directors and Executive Officers – Compensation of Directors”. in the 2022 Proxy Circular, the description of which is incorporated herein by reference.
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