Jack W. Kennedy Jr.
About Jack W. Kennedy Jr.
Jack W. Kennedy Jr. is Executive Vice President, Chief Legal Officer and Secretary of KORE, serving since December 2021; he joined KORE in October 2021 and executed his employment agreement on March 10, 2022 . He is 49, holds a JD from Tulane University, BA and BS from Mercer University, and is admitted to the Texas and Georgia bars . Annual incentives are tied to Company revenue and Adjusted EBITDA; for fiscal 2024, these corporate objectives were not achieved and no performance-based annual cash bonus was paid to named executive officers, including Kennedy .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| PRGX Global, Inc. | Vice President & Corporate Counsel | 2009–2013; 2016–2021 | Led legal support across operations; continuity across two tenures |
| Streamline Health Solutions, Inc. | SVP & Chief Legal Officer; later SVP, Administration | 2013–2016 | Broadened remit beyond legal into administration at a healthcare IT provider |
| Stiefel Laboratories, Inc. | In-house Counsel | Not disclosed | Specialty pharma legal counsel experience |
| Troutman Sanders LLP | Attorney | Not disclosed | Big-law training (Atlanta) |
| Akin Gump Strauss Hauer & Feld LLP | Attorney | Not disclosed | Big-law training (Houston) |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| State Bar of Texas; State Bar of Georgia | Member (Attorney Admissions) | Not disclosed | Current bar admissions |
Fixed Compensation
| Metric | 2024 | Notes |
|---|---|---|
| Base Salary ($) | 348,357 | Annual rate increased from $300,000 to $385,000 effective April 1, 2024 |
| Target Bonus (%) | 75% of base salary | Per employment agreement |
| Actual Annual Performance Bonus ($) | 0 | Corporate revenue and Adjusted EBITDA objectives not achieved |
| Retention Bonus ($) | 78,750 | One-time retention payment in 2024 |
| All Other Compensation ($) | 31,697 | Includes 401(k) match $10,350; health premiums $13,500; HSA $1,000 |
Performance Compensation
| Instrument / Metric | Weighting | Target | Actual / Achievement | Payout | Vesting |
|---|---|---|---|---|---|
| Annual Cash Bonus – Revenue & Adjusted EBITDA | Not disclosed | Not disclosed | Objectives not achieved | $0 | N/A |
| Cash Long-Term Incentive (granted 5/22/2024) total $360,000 | Time-based 1/3; Performance-based 2/3 | Board-set corporate metrics (not disclosed) | Not disclosed | Time-based pays in 3 equal annual installments; performance-based contingent | Time-based: first three anniversaries of grant; performance-based: 3/31/2026 and 3/31/2027 if achieved |
| RSU Grant (24,000 shares on 5/22/2024) | N/A | N/A | Time-based | 24,000 shares | 8,000 each on 5/22/2025, 5/22/2026, 5/22/2027 |
| RSUs (10,378 granted 2/9/2023) | N/A | N/A | Time-based | 10,378 shares | 5,189 on 2/9/2025; 5,189 on 2/9/2026 |
| RSUs (8,568 granted 1/4/2022) | N/A | N/A | Time-based | 8,568 shares | 3,287 vested 1/4/2025; remainder vests 9/30/2025 |
| PSUs (granted 1/4/2022) | Not disclosed | Company targets | 71.286% achievement | 5,271 shares vested 3/31/2025 | |
| PSUs (granted 3/7/2023) | Not disclosed | Company targets | Outstanding as of 12/31/2024 | Max 15,567 eligible at 100% | Vests 3/31/2026 if threshold achieved |
Equity Ownership & Alignment
| Component | Details |
|---|---|
| Total Beneficial Ownership | 34,040 shares; less than 1% of outstanding (17,160,061 shares as of Record Date) |
| Vested vs. Unvested Breakdown (as of 12/31/2024) | Unvested RSUs: 8,568; 10,378; 24,000; Unvested PSUs: 7,395 (2022 pool with 71.286% achieved → 5,271 vested 3/31/2025), 15,567 (2023 max at 100%) |
| Options | None disclosed under Incentive Plan (no options outstanding) |
| Pledging / Hedging | Company policy prohibits hedging and similar instruments; no pledging policy disclosed; no pledging by Kennedy disclosed |
| Ownership Guidelines | Not disclosed for executives in proxy |
Employment Terms
| Term | Details |
|---|---|
| Employment Agreement | Executed March 10, 2022; role EVP, Chief Legal Officer & Secretary |
| Initial Term & Renewal | Five-year initial term; automatic one-year renewals unless 30-days’ notice not to renew |
| Base Salary Rate | $300,000 under agreement; increased to $385,000 effective April 1, 2024 |
| Target Bonus | 75% of base salary |
| Severance (without cause / good reason) | 12 months base salary; prorated annual bonus based on actual achievement; payment of any earned but unpaid prior-year bonus; continuation of health benefits during severance; automatic vesting of time-based equity; subject to release |
| Death/Disability | Earned/unpaid bonus; prorated bonus; COBRA benefits at executive’s expense |
| Restrictive Covenants | Non-compete and non-solicit for 24 months post-termination; perpetual confidentiality |
| Clawback / Recovery | Restatement in Q2’24 did not impact revenue, cost of revenue, or Adjusted EBITDA; no erroneously awarded compensation under recovery policy |
| Insider Trading Policy | Prohibits hedging/offsetting transactions by officers/directors/employees |
Investment Implications
- Pay-for-performance alignment: Annual cash bonus metrics (revenue and Adjusted EBITDA) did not pay out in 2024, indicating discipline around corporate results for cash incentives; long-term incentives emphasize performance-contingent cash and PSUs, with one historical PSU payout at 71.286% achievement (5,271 shares) .
- Retention and turnover risk: Contract features include 24-month non-compete/non-solicit and 12 months base severance with accelerated vesting of time-based equity on qualifying termination, supporting retention but providing orderly exit terms if needed .
- Insider selling pressure: Upcoming vesting tranches are modest relative to float (e.g., RSUs: 8,000 per year from 2025–2027; 5,189 in 2025 and 2026; remaining 2022 RSUs in 2025), limiting mechanical sell pressure from vesting; PSU outcomes are performance-dependent .
- Alignment and governance: Beneficial ownership is small in absolute terms (<1%), but anti-hedging policy strengthens alignment; no executive tax gross-ups, standardized benefits, and an active Compensation Committee structure are positives for governance quality .
- Change-in-control economics: The proxy discloses board RSU acceleration on change-of-control; executive severance emphasizes time-based vesting acceleration on qualifying termination rather than explicit CIC multiples; investors should monitor any future amendments for CIC double-trigger terms .