Cheemin Bo-Linn

About Cheemin Bo-Linn

Cheemin Bo-Linn (age 71) has served on KORE’s Board since 2021 and is an independent director who chairs the Audit Committee and is designated as an “audit committee financial expert.” She holds a Doctorate of Education in Computer-based Management Information Systems and Organizational Change from the University of Houston and completed the Stanford Graduate School of Business Executive Certificate Program; she has been recognized by NACD and Financial Times for board leadership and diversity .

Past Roles

External Roles

Board Governance

• Independence: The Board determined nine of ten directors (including Dr. Bo‑Linn) are independent under NYSE standards; all members and chairs of Audit, Compensation, and Nominating committees are independent .
• Committee assignments:
  • Audit Committee: Members Bo‑Linn (Chair), H. Paulett Eberhart, James Geisler; Bo‑Linn qualifies as the “audit committee financial expert” .
  • Nominating & Corporate Governance Committee: Members Bo‑Linn, Robert P. MacInnis (Chair), H. Paulett Eberhart, David Fuller .
• Attendance: In 2024, the Board met 8 times; each director attended at least 75% of Board and committee meetings during tenure .
• Committee activity: Audit Committee met 15 times in 2024; Compensation Committee met once; Nominating & Corporate Governance Committee conducted business via written consents and did not meet in 2024 .
• Investor influence: The Second Amended and Restated Investor Rights Agreement (Oct 30, 2024) allocates board seats among ABRY, Sponsor (Cerberus), Searchlight, and three independent directors (initially Bo‑Linn, Donahue, Eberhart), with parties acting in conjunction controlling director elections .
• Risk oversight: Board oversees strategic risk; Audit Committee oversees major financial and cybersecurity risk exposures and related‑party transactions .

Fixed Compensation

• Director Compensation Policy components:
  • Annual cash retainer: $40,000 per non‑employee director; $50,000 for non‑executive Board Chair; $15,000 for Lead Independent Director (if any) .
  • Committee fees: $10,000 per committee membership; $20,000 per committee chair .
  • Audit meeting fee: $2,000 per Audit Committee meeting above five per year (to each Audit Committee member) .
  • Equity: Annual RSU grant with $150,000 grant‑date fair value; vests on earlier of one year or next annual meeting; initial RSU on appointment $150,000 vesting over three years; accelerated vesting on change of control if not retained as director .

Performance Compensation

• Director performance metrics tied to compensation: None disclosed; annual director equity is time‑based RSUs with standard vesting; the company historically grants RSUs/PSUs under its Incentive Plan, but director policy specifies annual RSUs (not performance‑linked) .

Other Directorships & Interlocks

• Compensation Committee interlocks: None; no insider participation; none requiring disclosure under Item 404 of Regulation S‑K .

Expertise & Qualifications

• Expertise: Extensive IoT industry knowledge; governance experience as Lead Independent Director and Chair of every major committee; Audit Chair at three public companies; designated audit committee financial expert at KORE .
• Education: Doctorate of Education (Computer‑based MIS & Organizational Change, University of Houston); Stanford GSB Executive Certificate Program .
• Recognition: NACD “Top 50 Directors”; Board Prospects “Top Women Leaders in the Boardroom”; 2015 Hall of Fame for Women in Technology; Financial Times 2021 “Top 100 Diverse Director” .

Equity Ownership

• Beneficial ownership: Cheemin Bo‑Linn beneficially owns 83,366 shares (<1% of 17,160,061 shares outstanding as of record date) .
• Outstanding director RSUs: As of Dec 31, 2024, Bo‑Linn held 44,776 RSUs outstanding .
• Anti‑hedging: Company policy prohibits hedging or derivatives that offset decreases in KORE equity value for directors, officers, employees, and controlled entities .

Governance Assessment

• Strengths:
  • Independent director; Audit Committee Chair and designated financial expert; high committee activity in 2024 indicates strong financial oversight .
  • Equity‑heavy director compensation (annual RSU $150k) supports alignment; anti‑hedging policy enhances shareholder alignment .
  • Attendance: All directors met at least the 75% threshold; Bo‑Linn serves on two committees including Audit .
• Risks/Watch‑items:
  • RED FLAG: Board seat designation and combined voting power under Investor Rights Agreement enables ABRY/Sponsor/Searchlight to control director elections, potentially constraining independence; requires ongoing monitoring of conflicts and related‑party transactions .
  • Related‑party exposures: ABRY affiliates on Board; $0.6M fees to ABRY portfolio company HealthEZ in 2024; Searchlight holds warrants and mandatorily redeemable preferred with 13% cumulative dividend ($23.8M dividends payable as of 12/31/2024) .
  • Committee cadence: Compensation Committee met once; Nominating & Governance used written consents and did not meet in 2024—monitor engagement level and robustness of director nomination and compensation oversight .

Overall signal: Bo‑Linn’s audit leadership and independence bolster investor confidence in financial controls, but structural control under the Investor Rights Agreement and affiliate transactions elevate governance risk that the Audit Committee (chaired by Bo‑Linn) must continue to actively mitigate through rigorous related‑party review and transparent disclosure .