Andrew Frey
About Andrew Frey
Andrew Frey (age 50) is an independent director of KORE, appointed in November 2023 and nominated as a Class I director for election at the June 10, 2025 annual meeting to serve until 2028; he is a Partner at Searchlight Capital Partners and holds B.S. in Finance and B.A.S. in Systems Engineering from the University of Pennsylvania . The Board has determined Mr. Frey to be independent under NYSE standards, and he currently serves as Chair of KORE’s Compensation Committee . Mr. Frey was designated to the Board by Searchlight pursuant to the Second Amended and Restated Investor Rights Agreement (October 30, 2024) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Searchlight Capital Partners | Partner | 2011–present | Investor-designee to KORE Board under Investor Rights Agreement |
| Quadrangle Group | Managing Principal (focused on telecom and tech investments) | Pre-2011 | Led investments in telecommunications and technology |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Mitel Networks Corporation | Director | Current | Other KORE director David Fuller also serves on Mitel’s board |
| Consolidated Communications Holdings, Inc. | Director | Current | Other KORE director David Fuller serves on the same board |
| Ziply Fiber, LLC | Director | Current | Other KORE director David Fuller serves on the same board |
Board Governance
- Committee assignments and leadership: Mr. Frey chairs the Compensation Committee; members are Andrew Frey (Chair), Jay M. Grossman, Robert P. MacInnis, and Michael K. Palmer. The Compensation Committee met once in 2024 .
- Audit and Nominating Committees: Mr. Frey is not listed as a member; Audit members are Cheemin Bo‑Linn (Chair), H. Paulett Eberhart, and James Geisler; the Audit Committee met 15 times in 2024 .
- Independence: The Board determined that nine of ten directors, including Mr. Frey, are independent under NYSE standards .
- Attendance: In 2024 the Board met 8 times; each director attended at least 75% of Board and applicable committee meetings during their tenure .
- Classification and term: Mr. Frey is a Class I director standing for election at the 2025 Annual Meeting to serve until the 2028 Annual Meeting .
- Investor designation and board control: Under the October 30, 2024 Second Amended and Restated Investor Rights Agreement, Searchlight has the right to designate up to two directors, including Mr. Frey; the parties to the agreement, acting in conjunction, control the election of directors .
Fixed Compensation
| Year | Cash Retainer ($) | Committee Membership Fees ($) | Committee Chair Fees ($) | Total Cash ($) |
|---|---|---|---|---|
| 2024 (actual for Frey) | — | — | — | — |
- Director Compensation Policy (reference amounts): Annual cash retainer $40,000 per non‑employee director; additional $10,000 per committee membership; $20,000 per committee chair; $50,000 for non‑executive Board chair; $15,000 for lead independent director; $2,000 per Audit Committee meeting above five per year .
Performance Compensation
| Award Type | Grant Value | Performance Metric(s) | Weight | Vesting |
|---|---|---|---|---|
| Annual Director RSU | $150,000 grant date fair value | None (time‑based RSUs for directors) | N/A | Vests at earlier of one year after grant or next annual meeting, subject to service |
| Initial Director RSU (upon appointment) | $150,000 grant date fair value | None (time‑based) | N/A | Vests in three equal annual installments, subject to service |
- 2024 actuals for Frey: Mr. Frey declined all director compensation for 2024; no cash fees or stock awards were paid or granted to him in 2024 .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current boards | Mitel Networks Corporation; Consolidated Communications Holdings, Inc.; Ziply Fiber, LLC |
| Shared boards with KORE directors | David Fuller also serves on Mitel, Consolidated Communications, and Ziply Fiber boards |
| Compensation Committee interlocks (Item 407) | None disclosed; no interlocks or insider participation reported for 2024 |
| Investor designation | Mr. Frey designated by Searchlight under the Investor Rights Agreement |
Expertise & Qualifications
- Private equity and telecom/technology investing expertise; previously Managing Principal at Quadrangle Group focusing on telecom and tech investments .
- Education: B.S. in Finance and B.A.S. in Systems Engineering, University of Pennsylvania .
- Board experience across multiple technology and communications companies .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Outstanding | Notes |
|---|---|---|---|
| Andrew Frey | — | <1% | Dash reported; no individual beneficial ownership disclosed as of 4/15/2025 record date |
| Searchlight (affiliate) | 2,404,943 (issuable upon warrant exercise at $0.05) | 14.0% | Searchlight has Amended and Restated Warrant (2,360,000 shares) + Additional Warrant (44,943 shares) at $0.05 exercise price; ownership shown assuming cash exercise; entities disclaim beneficial ownership beyond pecuniary interest |
| Anti‑hedging policy | Company prohibits directors, officers, employees and controlled entities from hedging transactions in company stock |
Governance Assessment
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Strengths
- Board‑affirmed independent status and leadership role as Compensation Committee Chair support governance oversight of pay practices .
- Solid attendance disclosure: Board met 8 times in 2024 and all directors met at least 75% attendance; Compensation Committee met once under Mr. Frey’s chairmanship .
- Relevant sector expertise (telecom/technology investing) and multi‑company board experience align with KORE’s IoT/communications domain .
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Risks / Potential red flags
- Investor‑affiliation and designation: Mr. Frey was designated by Searchlight under the Investor Rights Agreement, and investor parties acting together can control director elections; this concentration of nominating rights may raise perceived independence concerns despite Board’s independence determination .
- Significant shareholder influence: Searchlight’s warrants covering 2,404,943 shares at a $0.05 exercise price underscore potential influence over capital structure and governance outcomes linked to investor designees .
- Committee composition optics: The Compensation Committee is chaired by Mr. Frey and includes directors affiliated with significant shareholders, although the proxy reports no compensation committee interlocks and confirms independence for all members .
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Compensation and alignment observations
- Mr. Frey declined all director compensation for 2024, resulting in no KORE cash retainer or RSU awards to him for the year .
- Director equity awards (when accepted) are time‑based RSUs without performance metrics; for 2024, none were granted to Mr. Frey due to his compensation declination .