David Fuller

About David Fuller

David Fuller (age 58) is an independent director of KORE, serving since November 2023. He is currently an Operating Partner at Searchlight Capital Partners; prior roles include President of Rogers Wireless (Mar 2021–Jan 2022), EVP and President of Consumer & Small Business Solutions at TELUS (2014–Jan 2019), Chief Marketing Officer at TELUS (2009–2014), and senior marketing leadership at TELUS (2004–2009), following nearly 15 years in management consulting culminating as country managing partner at KPMG Consulting. He holds an MBA from the Schulich School of Business (York University) and a BASc in Engineering from Queen’s University; he is a professional engineer.

Past Roles

External Roles

Board Governance

• Class/term: Class II director; term expires at the 2026 annual meeting.
• Independence: Board determined Mr. Fuller to be independent under NYSE standards; 9 of 10 directors are independent.
• Committee assignments: Member, Nominating & Corporate Governance Committee (NCG); Chair is Robert P. MacInnis.
• Committee activity: NCG did not meet in 2024; conducted business via written consents. Audit Committee met 15 times; Compensation Committee met once.
• Board activity/attendance: Board met 8 times in 2024; each director attended at least 75% of Board and applicable committee meetings.
• Board leadership: Independent Chair (Timothy Donahue); executive sessions of independent directors are held, chaired by the Chair.
• Investor control framework: Under the Second Amended and Restated Investor Rights Agreement (Oct 30, 2024), ABRY, the Sponsor (Cerberus) and Searchlight have designation rights and, acting in conjunction, control director elections; vacancies for designated seats are filled by the respective designators.

Fixed Compensation (Director)

Policy (non-employee directors):

• Annual Board retainer: $40,000; Board Chair retainer: $50,000; Lead Independent Director retainer: $15,000.
• Committee retainers: $10,000 per committee membership; committee chair fee: $20,000.
• Audit Committee meeting fee: $2,000 per meeting for meetings exceeding five per year.

2024 actuals for David Fuller (director since 2023):

Note: Messrs. Frey, Fuller, Grossman, MacInnis and Palmer declined compensation for 2024 Board service.

Performance Compensation (Director)

• Equity policy: Annual RSU grant with grant date fair value of $150,000 (vests at the earlier of one year or next annual meeting); initial RSU of $150,000 for new directors vests in three equal annual installments.
• 2024 outcome for Fuller: Declined compensation; no RSUs or options were reported granted/held for 2024 under the director compensation table.
• Performance metrics: No performance-based metrics or options for non-employee directors disclosed (time-based RSUs only).

Other Directorships & Interlocks

• Searchlight affiliation: Fuller is an Operating Partner at Searchlight Capital Partners.
• Searchlight-related governance context at KORE: Searchlight has the right to designate up to two directors; it beneficially owns approximately 14.0% of common stock on an as-converted warrant basis and holds all Series A-1 preferred stock ($152.9m liquidation value; 13% cumulative dividend; ~$23.8m dividends payable as of 12/31/2024).
• Potential interlocks: Fuller serves on boards of Consolidated Communications, Ziply Fiber LLC, and Mitel Networks Corporation, while serving as an Operating Partner at Searchlight (which holds significant economic and governance rights at KORE). This creates potential alignment and information flow considerations with a significant shareholder.

Expertise & Qualifications

• Technical/industry: Telecommunications and wireless leadership (Rogers, TELUS); management consulting in TMT; professional engineer.
• Education: MBA (Schulich School of Business, York University); BASc (Engineering), Queen’s University.
• Board experience: Current directorships at Great-West Lifeco, Canada Life, Consolidated Communications, Ziply Fiber LLC, Mitel Networks Corporation.

Equity Ownership

Policy context:

• Anti-hedging: Directors, officers, and employees (and controlled entities) are prohibited from hedging transactions (e.g., prepaid forwards, swaps, collars).
• Pledging: No explicit anti-pledging policy was disclosed in the proxy; only anti-hedging was specified.

Governance Assessment

Strengths

• Independent designation under NYSE standards; not an employee of KORE.
• Deep sector expertise in telecom/wireless and TMT, complementing KORE’s industry focus.
• Independent Board Chair structure; executive sessions of independent directors are held.
• Declined director compensation in 2024, signaling cost sensitivity; avoids equity dilution from director RSUs.

Watch items / potential red flags

• Shareholder influence: Investor Rights Agreement concentrates influence among ABRY, the Sponsor, and Searchlight, who together control director elections—heightening risks of sponsor-aligned decision-making over minority investor preferences.
• Affiliation with significant shareholder: Fuller is an Operating Partner at Searchlight, which holds substantial economic and governance rights at KORE (warrants; Series A-1 preferred with 13% cumulative dividend, $152.9m liquidation value; ~$23.8m dividends payable). Despite the Board’s independence determination, this affiliation represents a potential conflict vector requiring active oversight.
• Committee engagement: The Nominating & Corporate Governance Committee (on which Fuller serves) did not meet in 2024 (conducted business by written consents), which may raise engagement/oversight concerns versus Audit (15 meetings).
• Ownership alignment: Fuller reported no beneficial ownership at the 2025 record date; combined with a declined RSU grant, this limits “skin-in-the-game” alignment, though it also avoids entanglement with Searchlight-related equity optics.

Board activity and attendance context

• Board met 8 times in 2024; each director attended at least 75% of applicable meetings, indicating minimum attendance compliance.

Related party exposure and controls

• Searchlight, ABRY, and CTAC are affiliates with designated directors; related-party transactions and rights (e.g., Searchlight preferred stock terms) are overseen under policies that route approvals to the Audit Committee.

Overall implication for investor confidence

• Fuller brings material telecom operating and strategic expertise. However, his Searchlight affiliation against a backdrop of investor designation rights and preferred-stock economics warrants continued scrutiny around independence in practice, NCG committee engagement, and protections for minority shareholders. Strengthening NCG meeting cadence and evidencing robust independence (e.g., recusals on Searchlight-related matters) would reinforce governance quality.