H. Paulett Eberhart
About H. Paulett Eberhart
Independent director of KORE since 2022; age 71; seasoned operator and board member with deep technology and industrial experience. She is Chair and CEO of HMS Ventures (technology services and real estate), and previously served as President & CEO of CDI Corp., President & CEO of Invensys Process Systems, and held executive, financial, and operational roles at EDS; she is a CPA. Current public boards include LPL Financial Holdings Inc., Valero Energy Corporation, and Fluor Corporation; prior boards include Anadarko Petroleum (lead director), AMD, and Cameron International . KORE’s Board has determined she is independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| HMS Ventures | Chairman & CEO | 2014–present; also 2009–2011 | Technology services and real estate leadership |
| CDI Corp. | President & CEO | 2011–2014 | Led engineering/IT outsourcing firm |
| Invensys Process Systems | President & CEO | 2007–2009 | Industrial process automation operator |
| Electronic Data Systems (EDS) | Various executive, financial, operational roles | Not disclosed | CPA; extensive operating/financial experience |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| LPL Financial Holdings Inc. | Independent Director | 2014–present | Audit & Risk Committee (Chair); Compensation Committee |
| Valero Energy Corporation | Independent Director | Not disclosed | Director |
| Fluor Corporation | Independent Director | Not disclosed | Director (current); prior public disclosures list Fluor board service |
| Prior: Anadarko Petroleum | Lead Director | Past | Former director and lead director |
| Prior: Advanced Micro Devices (AMD) | Director | Past | Former director |
| Prior: Cameron International | Director | Past | Former director |
Board Governance
- Class and term: Class II director; term expires at the 2026 annual meeting . Independent director per NYSE and KORE guidelines .
- Committee assignments: Audit Committee member; Nominating & Corporate Governance Committee member .
- Attendance and engagement: Board met 8 times in 2024, Audit met 15 times, Compensation met once, Nominating & Governance transacted via written consents; each director attended at least 75% of Board and applicable committee meetings .
- Board leadership structure: Independent non-executive Chair (Timothy M. Donahue) separate from CEO; independent director executive sessions led by the Chair .
- Anti-hedging: Policy prohibits hedging transactions (e.g., collars, swaps) by directors; reinforces alignment with shareholders .
- Control and designation rights context: An Investor Rights Agreement gives ABRY, the Sponsor (Cerberus), and Searchlight designation rights and, acting together, effective control over director elections; three of up to ten seats are independent nominees recommended by the Nominating & Governance Committee (including Eberhart) .
Implication: While Eberhart is independent and on key committees, investor designation rights centralize influence; committee independence and active Audit oversight partially mitigate governance concentration risk .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $40,000 | Standard non-employee director retainer |
| Committee retainers | $20,000 | $10,000 per committee for Audit and Nominating & Corporate Governance |
| Committee chair fees | $0 | Not a committee chair |
| Meeting fees | Policy allows $2,000 per Audit Committee meeting exceeding five; actual cash “Fees earned” reported for 2024 totaled $60,000 | Reported cash fees of $60,000; policy language includes per-meeting fees for >5 Audit meetings |
| Total cash (2024) | $60,000 | As reported in the director compensation table |
Performance Compensation
| Equity Award | Grant Size/Value | Vesting/Terms | Notes |
|---|---|---|---|
| Annual RSU grant | $150,000 grant date fair value | Vests upon earlier of one year post-grant or next annual meeting; subject to continued service; accelerated vest on change of control if not retained as director | Time-based; no performance metrics |
| Initial RSU grant (for newly appointed directors) | $150,000 grant date fair value | Vests in equal annual installments over three years | Director-specific on-boarding equity |
No director performance metrics are disclosed or applied to director equity; compensation is time-based and standard for independent directors .
Other Directorships & Interlocks
| Area | Details |
|---|---|
| Current other public boards | LPL Financial, Valero Energy, Fluor Corporation |
| External committee roles | LPL Financial: Audit & Risk (Chair), Compensation Committee |
| Potential interlocks/conflicts | KORE’s related party dealings involve ABRY, Searchlight, and CTAC affiliates; Eberhart is not affiliated with these parties and was deemed independent. No Item 404 transactions disclosed for her . |
Expertise & Qualifications
- CPA with significant P&L and operational leadership experience across technology, industrial automation, and professional services; previous CEO of CDI Corp. and Invensys Process Systems; senior leadership at EDS .
- Audit-capable director: serves on KORE’s Audit Committee and chairs LPL’s Audit & Risk Committee, underscoring financial oversight expertise .
Equity Ownership
| Metric | Value | Source/Notes |
|---|---|---|
| Total beneficial ownership (KORE) | 79,757 shares (includes 44,776 RSUs vesting within 60 days) | As of record date; footnote includes RSUs vesting within 60 days |
| Shares outstanding (KORE) | 17,160,061 | As of April 15, 2025 (record date) |
| Ownership as % of outstanding | ~0.46% | Calculated: 79,757 / 17,160,061; table denotes “<1%” |
| Director RSUs outstanding at 12/31/2024 | 44,776 | For each of Donahue, Bo-Linn, Eberhart, Geisler |
Insider Trades (Form 4) – KORE
Notes: 2024 awards and conversions align with the annual director RSU cycle and reverse split timing; 2025 entries reflect the vesting/settlement of 44,776 RSUs and a new annual award, consistent with KORE’s director equity policy .
Governance Assessment
Key positives:
- Independent, financially sophisticated director serving on the Audit Committee; strong external audit leadership credentials at LPL; enhances financial oversight at KORE .
- Attendance expectations met; Board and Audit Committee were active in 2024 (8 Board meetings; 15 Audit meetings), signaling robust oversight during a period that included a restatement and leadership changes .
- Director compensation structure is standard: balanced cash and time-vested RSUs; anti-hedging policy in place .
Risk indicators and context:
- Investor Rights Agreement concentrates influence among ABRY, Sponsor, and Searchlight; independent directors (including Eberhart) help mitigate but do not eliminate sponsor-control risk .
- Related party transactions with ABRY/Searchlight/CTAC affiliates exist at the issuer level, though no Eberhart-specific related party issues disclosed; continued Audit Committee oversight remains important .
RED FLAGS:
- None disclosed specific to Eberhart (no related party transactions, no hedging/pledging allowance, independent status, committee service, and at least 75% attendance) .
Clawback and restatement note:
- KORE adopted recovery policies; the 2024 Q2 restatement did not impact revenue, cost of revenue, or Adjusted EBITDA, and “did not result in any erroneously awarded compensation” per the company’s clawback disclosure .