Kiva A. Allgood
About Kiva A. Allgood
Kiva A. Allgood (age 52) has served on Airgain’s Board since July 2021 and is currently a Class III director nominated for a term expiring at the 2028 annual meeting. She is an experienced operating executive in communications technology and advanced manufacturing, with prior roles as CEO of Sarcos Technology and Robotics (now Palladyne AI Corp, NASDAQ: PDYN), Global Head of IoT & Automotive at Ericsson, and senior leadership at GE Ventures and Qualcomm; she holds an MBA from Kellogg and a BS from Northwestern. Since December 2023 she has served as Head of the Centre for Advanced Manufacturing and Supply Chains and a Member of the Executive Committee at the World Economic Forum .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Palladyne AI Corp (formerly Sarcos Technology and Robotics) | President & CEO | Dec 2021 – Jun 2023 | Led advanced robotics strategy and operations |
| Ericsson (NASDAQ: ERIC) | Global Head of IoT & Automotive | Apr 2019 – Jul 2021 | Drove IoT/automotive connectivity initiatives |
| GE Ventures & Business Innovations | Chief Commercial Development Officer; Managing Director | Prior to 2019 (dates not specified) | Corporate venture investing and innovation leadership |
| Qualcomm (NASDAQ: QCOM) | President, Qualcomm Intelligent Solutions; VP New Business Development | Prior to GE roles (dates not specified) | New business development in wireless technologies |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| World Economic Forum | Head, Centre for Advanced Manufacturing & Supply Chains; Member, Executive Committee | Since Dec 2023 | Global manufacturing/supply chain agenda |
| Synaptics Incorporated (NASDAQ: SYNA) | Director (prior) | Dates not specified | Prior public company board |
| Sarcos Technology (now Palladyne AI Corp, NASDAQ: PDYN) | Director (prior) | Dates not specified | Prior public company board |
Board Governance
- Board structure: Classified Board. Current composition lists Allgood in Class III with Munro and Suen; she is nominated for re‑election at the 2025 meeting to serve until 2028 .
- Independence: The Board determined all directors except CEO Jacob Suen are independent under Nasdaq rules; Allgood is independent .
- Committee assignments: Allgood serves on the Nominating and Corporate Governance Committee; chairs and other memberships shown below .
- Attendance: In 2024, each director attended at least 88% of Board and applicable committee meetings; the Board met six times; committee meeting counts below indicate cadence .
- Engagement: Independent directors hold regular executive sessions; feedback is communicated to the CEO for agenda setting and oversight .
| Committee | 2024 Meetings | Chair | Allgood Membership |
|---|---|---|---|
| Audit | 4 | Arthur M. Toscanini | No |
| Compensation | 2 | Thomas A. Munro | No |
| Nominating & Corporate Governance | 3 | Joan H. Gillman | Yes (Member) |
Fixed Compensation
Airgain’s non‑employee director policy provides the following annual cash retainers: $32,000 for directors, $58,500 for the Board Chair; committee chairs receive $16,000 (Audit), $10,600 (Compensation), $8,000 (Nominating); committee members receive $8,000 (Audit), $5,300 (Compensation), $4,000 (Nominating) .
| Year | Component | Amount ($) | Notes |
|---|---|---|---|
| 2024 | Annual Director Retainer | 32,000 | Non‑employee director |
| 2024 | Nominating Committee Member Fee | 4,000 | Member (not Chair) |
| 2024 | Total Cash Fees Earned | 36,000 | Per director compensation table |
Ownership guidelines: Directors must own shares equal to at least three times the annual retainer; new directors have three years to comply .
Performance Compensation
Airgain grants annual director equity awards comprising options and RSUs; annual awards are made on the first trading day in February (Chair values higher) and vest on the first anniversary; initial appointment grants vest over three years; all director awards vest in full immediately prior to a change in control .
| Year | Component | Amount ($) | Grant Mechanics |
|---|---|---|---|
| 2024 | Option Awards (grant‑date fair value) | 37,220 | Annual director award; Black‑Scholes valuation |
| 2024 | Stock Awards (RSUs; grant‑date fair value) | 37,295 | Annual director RSUs; time‑vested |
| As of 12/31/2024 | Options Outstanding (count) | 33,451 | Aggregate options held |
| As of 12/31/2024 | RSUs Outstanding (count) | 8,381 | Aggregate RSUs held |
Performance metrics tied to director compensation: None disclosed; director equity grants are time‑based (no revenue/EBITDA/TSR metrics) .
Other Directorships & Interlocks
- Prior public company boards: Synaptics and Sarcos/Palladyne AI; the proxy does not disclose current external public boards beyond Airgain .
- Compensation Committee Interlocks: None in 2024; Mr. Sims’ prior executive service did not overlap with compensation committee membership during those periods .
Expertise & Qualifications
- Communications technology and IoT leadership; operating executive experience across Ericsson, Qualcomm, GE Ventures; robotics CEO tenure aligns with connectivity and advanced systems domains .
- Education: MBA (Kellogg), BS (Northwestern) .
- Global manufacturing and supply chain leadership via WEF Executive Committee role .
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Beneficial Ownership (shares) | 57,876 | As of record date 04/14/2025 |
| Ownership Percent | <1% | Proxy denotes “*” less than 1% |
| Shares Outstanding | 11,794,084 | As of 04/14/2025 |
| Included: Exercisable Options (≤60 days) | 33,451 | Included in beneficial holdings |
| Included: RSUs with Deferred Issuance | 16,891 | Included in beneficial holdings |
Insider trading and alignment policies: Airgain prohibits pledging and hedging by directors, officers and employees; margin accounts, short sales, and derivatives on company stock are also prohibited under its Insider Trading Policy .
Recent Insider Trades (Form 4)
| Date | Transaction | Shares | Price | Beneficial Ownership After | Notes |
|---|---|---|---|---|---|
| 10/01/2025 (filed 10/03/2025) | RSU grant (fully vested) | 2,106 | $0.00 | 27,364 | Q3 2025 retainer settled in RSUs; fully vested on grant |
Governance Assessment
- Committee roles and independence: Allgood is independent and sits on the Nominating & Corporate Governance Committee, supporting board refresh, ESG oversight, and governance policy reviews; the Board maintains regular executive sessions of independent directors, reinforcing oversight quality .
- Attendance and engagement: Board met six times in 2024; each director attended at least 88% of Board and committee meetings, indicating solid engagement and reliability .
- Compensation alignment: 2024 director compensation for Allgood shows modest cash ($36,000) and a larger equity component ($74,515 combined options/RSUs), consistent with alignment to shareholder value via time‑vested ownership; director ownership guidelines require at least 3x retainer within three years .
- Ownership/insider activity: Beneficial ownership includes exercisable options and deferred RSUs; policy prohibits pledging/hedging, reducing alignment risk; recent RSU grants in 2025 were fully vested director retainer settlements—routine and not indicative of opportunistic trading .
- Conflicts/related parties: Proxy includes related‑party transaction policy and committee review; no specific related‑party transactions involving Allgood are disclosed in 2023–2025 beyond standard director compensation .
RED FLAGS: None disclosed regarding pledging/hedging, related‑party transactions, or low attendance; compensation appears standard for non‑employee directors with change‑in‑control vesting terms typical of small‑cap tech governance .