James Geisler
About James Geisler
James Geisler (age 58) is an independent director of KORE, serving since 2022 and nominated for re‑election at the June 10, 2025 annual meeting to a term ending in 2028 . He is an independent consultant (since May 2021), formerly Senior Operating Partner at Cerberus Operations & Advisory Company (2014–May 2021), and co‑CFO of United Technologies Corporation (UTC) (2004–2008) overseeing acquisition strategy and activity; he holds a B.B.A. in finance from the University of Kentucky (summa cum laude) and an MBA from UVA Darden .
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| United Technologies Corporation (UTC) | Co‑Chief Financial Officer; responsible for acquisition strategy/activity | 2004–2008 | Corporate finance/M&A leadership |
| Cerberus Operations & Advisory Company (COAC) | Senior Operating Partner | 2014–May 2021 | Led due diligence and operational initiatives |
| DynCorp International | Director (prior) | Not disclosed | Board service (prior) |
| PaxVax | Director (prior) | Not disclosed | Board service (prior) |
| Keane Group | Director (prior) | Not disclosed | Board service (prior) |
| Your Community Bank | Director (prior) | Not disclosed | Board service (prior) |
External Roles
| Organization | Role | Notes |
|---|---|---|
| Stratolaunch | Co‑Chairman | Current |
| Resonant Sciences | Co‑Chairman | Current |
| SubCom | Audit Committee Chairman | Current |
| CTAC’s parent company | Employed by CTAC’s parent (affiliated with KORE’s SPAC sponsor) | CTAC beneficial owner ~8.0% of KORE; affiliates hold private placement warrants |
Board Governance
- Committee assignments: Audit Committee member (not Chair); Audit met 15 times in 2024, indicating high audit oversight cadence .
- Independence: Board determined Mr. Geisler is independent under NYSE standards; all Audit Committee members are independent .
- Attendance: In 2024, the Board met eight times; each director attended at least 75% of Board and committee meetings during their tenure .
- Board class/tenure: Class I director; term expiring at the 2025 meeting; nominated to serve until 2028 .
- Leadership structure: Independent non‑executive Chair (Timothy M. Donahue); executive sessions led by the Chair support independent oversight .
- Governance dynamic: An Investor Rights Agreement grants ABRY, the Sponsor (Cerberus/CTAC), and Searchlight board designation rights and, acting in conjunction, control of director elections—an important context for assessing independence in practice .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board retainer (cash) | $40,000 | Standard non‑employee director retainer |
| Committee membership retainers (cash) | $10,000 | For Audit/Compensation/Nominating membership (per committee) |
| Additional committee meeting fees | $2,000 per Audit mtg beyond 5/year | Audit Committee only |
| Fees earned by Geisler in 2024 (cash) | $60,000 | Per director compensation table |
Performance Compensation
| Equity Award | Grant Value | Vesting / Performance Metrics | Notes |
|---|---|---|---|
| Annual RSU grant (standard policy) | $150,000 | Time‑based RSUs vest on earlier of 1 year or next annual meeting; no performance metrics disclosed | Policy terms |
| Geisler 2024 stock award (RSUs) | $150,000 | Time‑based; no PSUs/options disclosed for directors | Director compensation table |
No performance‑conditioned director equity (e.g., PSUs) is disclosed; director equity appears entirely time‑based RSUs with single‑year vesting .
Other Directorships & Interlocks
| Company / Entity | Role | Interlock / Conflict Considerations |
|---|---|---|
| CTAC (Cerberus Telecom Acquisition Corp.) parent | Employment | KORE identifies Messrs. Geisler and Palmer as employed by CTAC’s parent; CTAC is an affiliate and ~8.0% beneficial owner with outstanding private placement warrants—discloseable affiliation to monitor for conflicts |
| ABRY / Searchlight | Not a direct role for Geisler | Board includes ABRY and Searchlight designees; related‑party transactions and significant ownership create governance complexity (see below) |
Expertise & Qualifications
- Financial, M&A, and operational expertise from UTC co‑CFO role and Cerberus operating leadership; prior and current chair roles (SubCom Audit Chair) reflect audit and risk oversight depth .
- Industry exposure to aerospace/defense (Stratolaunch), communications (SubCom), and private equity operational turnarounds, germane to KORE’s connectivity and IoT ecosystem .
Equity Ownership
| Holder | Beneficial Ownership (shares) | % of Outstanding | Notes |
|---|---|---|---|
| James Geisler | 79,757 | <1% | Includes 44,776 RSUs scheduled to vest within 60 days of the record date per footnote (10) |
| Outstanding RSUs (as of 12/31/2024) | 44,776 | N/A | Outstanding RSUs reported for certain directors including Geisler |
- Anti‑hedging/anti‑pledging: KORE’s insider trading policy prohibits hedging transactions by directors; no pledging disclosed for Geisler .
Governance Assessment
Strengths
- Independence and audit oversight: Independent director and active Audit Committee member; committee met 15 times in 2024, signaling robust financial oversight cadence .
- Relevant financial expertise: Former UTC co‑CFO with M&A responsibility; current external Audit Chair role supports audit committee effectiveness .
- Engagement: Board‑wide attendance at or above 75% and frequent Audit meetings suggest baseline engagement .
- Director pay mix aligned with shareholders: Majority of 2024 pay in equity ($150k RSUs vs. $60k cash) supports alignment via stock‑based compensation .
Watch‑Items and Potential Conflicts
- Sponsor affiliation: KORE discloses that Geisler (and Palmer) are employed by CTAC’s parent (Sponsor affiliate); CTAC is an 8.0% beneficial owner with private placement warrants—this creates a related‑party nexus even though Geisler is classified as independent under NYSE rules .
- Concentrated investor influence: The Investor Rights Agreement gives ABRY, the Sponsor, and Searchlight designation rights and, acting together, control of director elections—this can constrain board independence in practice and should be weighed when evaluating oversight of capital allocation and strategic alternatives .
- Related‑party exposure at company level:
- ABRY portfolio company HealthEZ received ~$0.6m administrative fees in 2024 and in 2023 (ABRY has two KORE directors), implying recurring affiliate transactions .
- Searchlight holds mandatorily redeemable Series A‑1 preferred (13% cumulative dividend; $23.8m dividends payable as of 12/31/2024) and large warrant position—creating senior claims and potential dilution/financing conflicts .
- CTAC/Sponsor affiliates hold private placement warrants; CTAC ~8.0% beneficial owner .
- Director compensation optics: Several investor‑affiliated directors declined compensation in 2024 (Frey, Fuller, Grossman, MacInnis, Palmer), while Geisler received standard director pay; not a violation, but a notable contrast in investor‑affiliated director compensation posture .
Director Compensation Detail (2024)
| Metric | Amount |
|---|---|
| Cash fees (Geisler) | $60,000 |
| Equity grant (RSUs, grant‑date fair value) | $150,000 |
| Total | $210,000 |
| Outstanding RSUs (12/31/2024) | 44,776 |
Board Structure and Attendance
| Item | Detail |
|---|---|
| Board meetings (2024) | 8 meetings; each director ≥75% attendance |
| Audit Committee | Members: Bo‑Linn (Chair), Eberhart, Geisler; 15 meetings in 2024 |
| Compensation Committee | Members: Frey (Chair), Grossman, MacInnis, Palmer |
| Nominating & Corporate Governance | Members: MacInnis (Chair), Bo‑Linn, Eberhart, Fuller |
Related‑Party and Ownership Context (for conflict assessment)
| Party | Relationship | Key Terms |
|---|---|---|
| ABRY | ~28.3% beneficial owner; two KORE directors | HealthEZ admin fees ~$0.6m in 2024 and 2023 |
| Searchlight | ~14.0% economic via warrants; Series A‑1 preferred holder | 13% cumulative dividend; $23.8m dividends payable as of 12/31/2024; large warrant coverage |
| CTAC (Sponsor) | ~8.0% beneficial owner; affiliates hold private warrants | Geisler employed by CTAC’s parent; warrants exercisable for 1/5 share each; expiry Oct 1, 2026 |
Overall Implications for Investors
- Geisler brings substantial finance and audit oversight expertise that supports board effectiveness, particularly on the Audit Committee .
- However, sponsor/investor interlocks (CTAC/Cerberus, ABRY, Searchlight) and the Investor Rights Agreement’s control over director elections heighten the need for vigilant independence practices and clear recusal protocols on financing, related‑party transactions, and strategic reviews .
- Director equity is time‑based (not performance‑conditioned), which aligns tenure with equity ownership but does not introduce performance hurdles into director pay design .