Bruce Gordon
About Bruce Gordon
Executive Vice President & Chief Operating Officer of KORE since July 2, 2024; age 69; B.Sc. in Computer Information Systems. His annual incentive plan emphasizes revenue and EBITDA objectives, aligning operating execution with financial outcomes . Company operating context: Q3 2025 revenue was $68.7M (flat YoY), Adjusted EBITDA rose 12% YoY to $14.5M, and Total Connections grew 9% YoY to 20.5 million, indicating improving profitability and scale in connectivity under the current executive team .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| GeoDigital | Chief Executive Officer | 2016–2020 | Led provider of 3D services and geospatial intelligence software |
| GeoDigital | Executive Chairman | 2021–present | Continued oversight of geospatial intelligence operations |
| Infor | Chief Technology Officer | Not disclosed | Oversaw technology strategy through growth including acquisition and integration of 27 companies |
| ABB Ventyx (formerly Mincom) | SVP, Business Solutions | Not disclosed | Senior leadership in enterprise solutions |
| Descartes Systems Group | Chief Operating Officer | Not disclosed | Responsible for significant business transformation |
External Roles
| Organization | Role | Years |
|---|---|---|
| GeoDigital | Executive Chairman | 2021–present |
Fixed Compensation
| Component | Terms |
|---|---|
| Base Salary | $300,000 per annum; annual review only for upward adjustment at Board discretion |
| Target Annual Bonus | 75% of base salary; paid after year-end audit (generally by April 30); requires continued employment at payment date (except as noted in severance) |
| Bonus Metrics | Initially expected to be revenue and EBITDA with sliding scale above/below target |
| Benefits | Group medical, dental, prescription, and 401(k) eligibility; four weeks paid vacation with rollover subject to company policy; reasonable business expense reimbursement |
Performance Compensation
Annual Bonus Mechanics
| Metric | Weighting | Target | Actual | Payout | Notes |
|---|---|---|---|---|---|
| Revenue | Not disclosed | Not disclosed | Not disclosed | Not disclosed | Sliding scale around pre-established targets |
| EBITDA | Not disclosed | Not disclosed | Not disclosed | Not disclosed | Sliding scale around pre-established targets |
Equity Awards (RSUs)
| Grant | Shares | Vesting Schedule | Conditions |
|---|---|---|---|
| Employment inducement RSUs | 100,000 | 10,000 on 1st anniversary; 27,500 on 2nd; 27,500 on 3rd; 35,000 on 4th anniversary of grant date | Continuous employment; granted outside 2021 Plan but governed as if under Plan |
Long-Term Cash Award
| Total Potential | Time-Vesting Portion | Performance-Vesting Portion | Accelerations |
|---|---|---|---|
| $200,000 | One-half vests in three equal installments on the anniversaries of the grant date (subject to continued employment) | One-half vests based on specified corporate performance metrics over applicable performance periods (subject to continued employment) | Time-based portion vests and becomes payable upon termination without Cause or resignation for Good Reason |
Equity Ownership & Alignment
- RSU grant (100,000) with back-weighted vesting (35,000 in year 4) creates increasing equity exposure over tenure; awards are governed by the 2021 Long-Term Stock Incentive Plan terms even though granted outside the Plan .
- Company Insider Trading Policy prohibits hedging transactions (e.g., swaps, collars), supporting alignment; pledging policy is not specified in the cited materials .
- Individual beneficial share ownership for Bruce Gordon was not enumerated in the 2025 proxy’s beneficial ownership table; executives and directors as a group held 33.5% including principal shareholders, but Bruce Gordon is not individually listed there .
Employment Terms
| Term | Details |
|---|---|
| Start Date & Role | Effective July 2, 2024; EVP & COO; reports to the CEO |
| Initial Term & Renewal | Five-year initial term ending on the fifth anniversary of Start Date; auto-renews for successive one-year terms unless either party gives ≥30 days’ notice before term end |
| Severance (Without Cause / Good Reason) | 12 months base salary; prior-year earned bonus; prorated current-year bonus based on actual achievement; continued medical/dental/vision coverage during severance period (or COBRA cash equivalent if infeasible); time-based equity vesting acceleration for awards that would have vested in the calendar year of termination and the following year; accrued rights paid within 30 days |
| Death/Disability | Accrued rights, prior-year bonus, prorated current-year bonus; COBRA at executive’s expense |
| Release Requirement | Severance contingent on executing and not revoking a general release within 60 days (form included in Exhibit A) – |
| Restrictive Covenants | Confidentiality (perpetual); Non-compete and Non-solicit of customers/employees for 24 months post-termination; non-compete scoped to “Restricted Business” with global coverage; passive holdings up to 5% permitted |
| Good Reason & Cause | Detailed definitions including material reduction of authority/salary, breach, or relocation >50 miles (with cure periods) for Good Reason; Cause includes willful misconduct, gross negligence, material breach, fraud, etc. (with notice and cure) |
| Change-of-Control | No explicit change-of-control severance terms disclosed in the agreement sections cited – |
Investment Implications
- Pay-for-performance alignment: 75% target bonus tied to revenue and EBITDA, plus a performance-vesting cash LTI tied to corporate metrics, creates direct linkage to top-line and profitability execution; the back-weighted RSU schedule increases retention incentives into years 3–4 .
- Vesting and potential selling pressure: RSUs vest annually over four years (10k/27.5k/27.5k/35k), concentrating larger vesting in years 3–4; time-vest portions accelerate on certain terminations, which may affect near-term float and insider activity in separation scenarios .
- Retention risk mitigated: 24-month non-compete/non-solicit and severance at 1x salary plus prorated bonus, with time-based equity vesting bridges, reduce abrupt departure risk while preserving alignment; confidentiality is perpetual .
- Governance and trading risk: Hedging is prohibited, supporting alignment; pledging not disclosed—a potential diligence gap for alignment analysis .
- Operating backdrop: Q3 2025 showed improving Adjusted EBITDA (+12% YoY) with stable revenue and rising connections, suggesting a favorable base for performance-linked pay; however, strategic review and suspended guidance (following a non-binding acquisition interest by Searchlight/Abry) introduce transaction timing risk to award outcomes and potential acceleration provisions under plan terms .