Stephen Bye
INSEEGOAbout Stephen Bye
Stephen Bye was appointed as a non-employee director of Inseego Corp. effective October 30, 2025, and was designated to the class of directors whose terms expire at the 2027 Annual Meeting; the Board determined he is independent under Nasdaq listing standards . He is CEO of Ookla (a Ziff Davis division) and brings decades of carrier and enterprise networking experience, including leadership roles at DISH, C Spire, Sprint, Cox Communications, AT&T, with international roles at BellSouth, Optus, and Telstra . Age and formal education were not disclosed in company filings; tenure at INSG begins October 30, 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DISH | Led commercial strategy during wireless network buildout | Not disclosed | Carrier strategy, next-gen services go-to-market |
| C Spire | Leadership roles | Not disclosed | Scaling and monetizing connectivity |
| Sprint | Leadership roles | Not disclosed | Carrier operations and competition |
| Cox Communications | Leadership roles | Not disclosed | Enterprise connectivity and monetization |
| AT&T | Leadership roles | Not disclosed | Carrier operations |
| BellSouth | International role | Not disclosed | Global perspective on connectivity |
| Optus | International role | Not disclosed | Global perspective on connectivity |
| Telstra | International role | Not disclosed | Global perspective on connectivity |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ookla (Ziff Davis division) | CEO | Not disclosed | Network intelligence; Speedtest product leadership |
| EchoStar (NASDAQ: SATS) | Independent Director | Not disclosed | Board service; committees not disclosed |
Board Governance
- Board increased from six to eight members on October 28, 2025; Bye and Nabil Bukhari were appointed effective October 30, 2025 .
- Independence: Board determined Bye is independent under Nasdaq standards .
- Committees: Bye was not appointed to any Board committees at the time of his appointment .
- Board leadership: Jeff Tuder is Chair of the Board (appointed February 2025) .
- Attendance policy: Directors are expected to attend all Board/committee meetings; in 2024, each incumbent director attended at least 75% of meetings (Bye was not yet a director) .
- Indemnification: Company will enter into a standard indemnification agreement with Bye, consistent with existing director agreements .
- Hedging/pledging: Company policy prohibits any pledging or hedging of company stock by directors .
- Say-on-pay (context): 2024 approval was ~95.8% FOR, indicating strong shareholder support for compensation practices .
| Governance Item | Detail |
|---|---|
| Appointment effective date | October 30, 2025 |
| Class term expiry | 2027 Annual Meeting |
| Independence | Independent (Nasdaq) |
| Committee assignments | None at appointment |
| Board Chair | Jeff Tuder (independent) |
| Attendance benchmark (2024) | ≥75% for incumbents |
| Hedging/Pledging policy | Prohibited |
| Indemnification agreement | Standard form used for all directors |
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Annual Board cash retainer (Member) | $40,000 (prorated as applicable) | Chair: $80,000 (independent only) |
| Committee membership fees | Audit: $10,000; Compensation: $6,000; Nominating & Governance: $5,000 | Prorated; only if assigned |
| Committee chair fees | Audit: $20,000; Compensation: $14,000; Nominating & Governance: $10,000 | Applies if chair |
| Initial equity award (RSUs) | $145,000 grant-date value; vests in 3 equal annual installments starting 1st anniversary | Standard for new directors |
| Annual equity award (RSUs thereafter) | $125,000 grant-date value; vests in full on 1st anniversary | Program baseline |
Performance Compensation
- Not disclosed for directors; director equity grants are time-based RSUs without stated performance metrics .
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Notes |
|---|---|---|
| EchoStar (NASDAQ: SATS) | Director | No related-party transactions disclosed with INSG; board determined independence |
| Ziff Davis (parent of Ookla) | Executive (Ookla CEO) | No related-party transactions disclosed with INSG |
Expertise & Qualifications
- Carrier strategy, enterprise wireless networking, and SaaS/AI product leadership; experience in scaling and monetizing connectivity across markets .
- Views on FWA and 5G/6G evolution indicate technical and market insight aligned with INSG’s strategic priorities .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership | Not disclosed as of June 30, 2025 security ownership table (appointment occurred later) |
| Initial equity grant | $145,000 RSUs; three equal annual vesting tranches beginning 1st anniversary of grant |
| Ownership guidelines | No formal stock ownership guidelines for directors or executives |
| Hedging/pledging | Prohibited for directors and officers |
| Shares pledged | Prohibited by policy |
Governance Assessment
- Strengths: Independent director with deep carrier and network intelligence expertise; no related-party transactions disclosed; strong anti-hedging/pledging policy supports alignment .
- Watch items: No stock ownership guidelines (alignment relies on RSU grants) ; committee assignments to be determined—monitor future placements for impact on Audit/Compensation/Nominating effectiveness .
- Shareholder sentiment context is constructive (95.8% say-on-pay support in 2024), though focused on executives; director compensation uses RSUs (lower risk, alignment via vesting) rather than options .
RED FLAGS to monitor
- Absence of formal director stock ownership guidelines may reduce long-term ownership alignment .
- External board at EchoStar: no conflicts disclosed, but ongoing monitoring warranted for potential competitive/partner overlaps in connectivity ecosystem .