Jay M. Grossman
About Jay M. Grossman
Independent director at KORE (Class III) since 2023; age 65. Chair of ABRY Partners and a long-tenured public company director at Nexstar, including service as Chair of Nexstar’s Compensation Committee since September 2022. Education: MBA from Harvard Business School; honors graduate of Dickinson College. KORE term runs through the 2027 annual meeting; Board has determined he is independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Prudential Securities, Inc. | Managing Director; co-head Media & Entertainment | Prior to 1996 | Led sector coverage; corporate finance leadership |
| Kidder, Peabody & Company | Corporate finance department | Prior to Prudential | Investment banking, corporate finance |
| Multiple companies (Atlantic Broadband, Q9 Networks, Sidera Networks, WideOpenWest Holdings, Consolidated Theaters, Country Road Communications, Monitronics International, Caprock Communications, Cyrus One Networks, Executive Health Resources, Hosted Solutions) | Director | Various past periods | Diverse industry board oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ABRY Partners, LLC | Chair | Since 1996 | Private equity leadership; portfolio oversight |
| Nexstar | Director; Chair of Compensation Committee | Director since 1997; Comp Chair since Sep-2022 | Compensation governance leadership |
Board Governance
- Board tenure/class: Class III director; term expires at the 2027 annual meeting .
- Independence: Board determined Grossman is independent; a majority of KORE’s Board (9 of 10) is independent .
- Committees: Member, Compensation Committee; committee chaired by Andrew Frey (other members: Robert P. MacInnis, Michael K. Palmer). Compensation Committee met 1 time in 2024 .
- Attendance: In 2024 the Board met eight times; each director attended at least 75% of Board and applicable committee meetings .
- Executive sessions: Non-executive Chair presides; independent director-only sessions generally occur alongside regular Board meetings .
Fixed Compensation
| Year | Cash Retainer | Committee Member Fees | Committee Chair Fees | Chair of Board Retainer | Lead Independent Director Retainer | Meeting Fees (Audit >5) | RSU Annual Grant (Fair Value) |
|---|---|---|---|---|---|---|---|
| Policy | $40,000 | $10,000 per committee | $20,000 | $50,000 | $15,000 | $2,000 per additional audit meeting | $150,000; annual grant vests on earlier of 1 year or next AGM |
| 2024 (Grossman actual) | $0 | $0 | $0 | N/A | N/A | N/A | $0 |
| Citations |
- Note: Grossman declined compensation for Board service in fiscal 2024 (no cash fees, no stock awards) .
Performance Compensation
- No performance-conditioned director compensation disclosed for 2024; director RSUs are time-based and accelerate upon change of control if not retained .
Other Directorships & Interlocks
| Company | Public/Private | Role | Committee Roles | Overlap/Interlock Notes |
|---|---|---|---|---|
| Nexstar | Public | Director | Chair, Compensation Committee | Long-standing role; compensation governance experience |
- Compensation Committee Interlocks: During 2024, KORE’s Compensation Committee members (Frey, Grossman, MacInnis, Palmer) were not KORE officers; no interlocks or insider participation requiring disclosure under Item 404 .
Expertise & Qualifications
- Private equity governance and portfolio oversight (Chair of ABRY Partners) .
- Deep boardroom experience across technology, telecom, and media; public company director expertise (Nexstar) .
- Capital markets and corporate finance background (Prudential; Kidder Peabody) .
- Independence affirmed by Board under NYSE standards .
- Audit and compensation governance familiarity through external roles; contributes to KORE Compensation Committee oversight .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Jay M. Grossman (as reported) | 4,850,587 | 28.3% | Tied to ABRY Entities; ABRY Funds managed/controlled by ABRY Partners entities. Peggy Koenig and Jay M. Grossman have rights to exercise investment/voting power on behalf of ABRY Funds; both disclaim beneficial ownership except to extent of pecuniary interest . |
| ABRY Entities detail | See footnote | — | Aggregate holdings across ABRY-related funds detailed in footnotes . |
- Stock pledging/hedging: Company policy prohibits director hedging/offset transactions (e.g., collars, swaps) to align director/shareholder interests .
Governance Assessment
-
Strengths
- Independence affirmed; brings seasoned compensation governance from Nexstar into KORE’s Compensation Committee .
- Declined 2024 director compensation (cash and RSUs), reducing potential pay-related conflicts and signaling investor-representative posture .
- Company-wide anti-hedging policy applies to directors, supporting alignment with shareholders .
- Board maintained minimum attendance expectations; each director ≥75% attendance in 2024; Compensation Committee met and executed duties during a transition-heavy year .
-
Potential conflicts and monitoring items
- ABRY affiliation: ABRY is a major shareholder (28.3% of common); Investor Rights Agreement grants designation rights and, acting in conjunction with other parties, controls director elections—monitor board independence in practice and minority shareholder protections .
- Related party transactions: KORE paid ~$0.6M in 2024 (and ~$0.6M in 2023) to HealthEZ, an ABRY portfolio company, for third-party administration of self-insured health claims—ensure robust Audit Committee oversight of affiliate dealings and market-competitive terms (policy requires Audit Committee review) .
- Committee cadence: Compensation Committee met once in 2024; while acceptable, future cadence should match the scope of executive transitions and incentive plan oversight to avoid governance gaps .
-
Overall view
- Grossman’s external compensation governance experience and Board-recognized independence are positives for KORE’s pay oversight. ABRY’s significant ownership and affiliate transactions necessitate continued transparency and rigorous related-party review to maintain investor confidence .