Michael K. Palmer
About Michael K. Palmer
Michael K. Palmer (age 39) is an independent director of KORE Group Holdings, Inc., serving since 2021. He is a Managing Director at Cerberus within the firm’s private equity platform, with experience across healthcare, telecommunications, and technology, and serves on Cerberus’ Emerging Markets Investment Committee . His education includes a degree from Duke University . He is currently a Class II director with a term expiring at the 2026 Annual Meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cerberus (private equity platform) | Managing Director | Not disclosed | Supports investments in healthcare, telecom, and tech; Emerging Markets Investment Committee |
| Steward Health Care | Director (former) | Not disclosed | Board service (accountable care organization) |
| Covis Pharma | Director (former) | Not disclosed | Board service (specialty pharma) |
| PaxVax Global | Director (former) | Not disclosed | Board service (vaccines) |
| Print Media Holdings (division of YP Holdings) | Director (former) | Not disclosed | Board service (carve-out from AT&T) |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Stratolaunch | Director | Private | Aerospace; co-Chairman noted for another director; Palmer serves as director |
| AURA Network Systems | Director | Private | Nationwide air-to-ground wireless network company |
| CTAC’s parent company | Employee | N/A | Palmer and Geisler employed by CTAC’s parent; CTAC is an affiliate stockholder of KORE |
Board Governance
- Independence: The Board determined Palmer is independent (nine of ten directors are independent) .
- Board/committee roles: Member, Compensation Committee; chair is Andrew Frey . Not on Audit or Nominating & Corporate Governance .
- Board leadership: Independent Chair (Timothy M. Donahue); CEO and Chair roles separated . No separate Lead Independent Director disclosed .
- Attendance/engagement: Board met 8 times in 2024; each director attended at least 75% of Board and committee meetings during their tenure. Compensation Committee met once; Nominating & Corporate Governance acted by written consents; Audit Committee met 15 times .
- Class/term: Class II director; term ends at the 2026 Annual Meeting .
- Anti-hedging: Directors/officers prohibited from hedging or using derivative instruments to offset downside in KORE equity .
- Investor rights/control context: Second Amended and Restated Investor Rights Agreement (Oct 30, 2024) grants designation rights to ABRY (2 seats), Sponsor (Cerberus) (2 seats), and Searchlight (2 seats), plus CEO and up to three independent directors; these parties acting together control director elections .
Fixed Compensation
| Year | Cash Retainer | Committee Fees | Chair Fees | Total Cash | Notes |
|---|---|---|---|---|---|
| 2024 | $0 | $0 | $0 | $0 | Palmer declined all compensation for Board service in 2024 |
- Director compensation policy (baseline, for context): $40,000 annual cash retainer; $50,000 additional for non-exec Chair; $10,000 per committee; $20,000 per committee chair; $2,000 per Audit Committee meeting beyond five; equity RSU grants with $150,000 grant-date fair value annually and at initiation; accelerated vesting upon change of control if not retained .
Performance Compensation
| Component | Grant Date | Instrument | Amount/Value | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| Annual director equity (policy) | Annual Meeting date | RSUs | $150,000 FV (policy) | Vest by next Annual Meeting or 1-year | Time-based; no disclosed performance metrics |
| Michael K. Palmer grants | N/A (2024) | RSUs | $0 | N/A | Declined director compensation in 2024 |
- Change-in-control: Director RSUs subject to accelerated vesting if not retained as a director following a change of control .
- Clawback context: Company restated Q2’24 goodwill impairment but disclosed no erroneously awarded compensation; no director-specific recoupment noted .
Other Directorships & Interlocks
| Entity | Nature | Governance Relevance |
|---|---|---|
| CTAC (Cerberus Telecom Acquisition Corp.) | Affiliate stockholder; Palmer is employed by CTAC’s parent | CTAC beneficial owner ~8.0% of KORE; affiliates hold private placement warrants; potential perceived influence via Sponsor designation rights |
| ABRY | ~28.3% owner; two directors (Grossman, MacInnis) employed by ABRY | Related-party admin fees to ABRY portfolio company HealthEZ (~$0.6M in both 2024 and 2023) |
| Searchlight | Warrants and Series A-1 preferred; ~14.0% beneficial owner (as-if exercised warrants) | 13% cumulative dividend on preferred; $23.8M cumulative dividends payable as of 12/31/24 |
Expertise & Qualifications
- Private equity operator/director across healthcare, telecom, and technology; emerging markets investment oversight; prior board service in healthcare and pharma; Duke graduate .
- Compensation Committee member at KORE; experience aligns with governance of executive/director pay .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Michael K. Palmer | — | <1% | No beneficial ownership reported; declined 2024 compensation including equity |
- Pledging/hedging: Hedging prohibited by policy; no pledging disclosures for Palmer .
- Ownership guidelines: Not disclosed for directors in proxy.
Governance Assessment
-
Positives
- Independent director with relevant sector and investing experience; serves on Compensation Committee, enhancing board coverage of pay matters .
- Board uses independent chair structure; anti-hedging policy in place; directors met minimum attendance threshold .
-
Watch items / RED FLAGS
- Sponsor/PE influence: Board composition and election are contractually influenced by ABRY, Sponsor (Cerberus/CTAC), and Searchlight under the 2024 Investor Rights Agreement; Palmer’s employment by CTAC’s parent (and Cerberus role) may present perceived conflicts or influence, despite independence designation .
- Engagement optics: Compensation Committee met once and Nominating & Corporate Governance Committee did not hold meetings in 2024 (acted by written consents), which may prompt questions about committee workload/engagement amid material capital and governance changes .
- Ownership alignment: Palmer reported no beneficial ownership and declined 2024 director compensation (including equity), reducing near-term “skin in the game” alignment signal, though it avoids director pay expense .
-
Related-party exposure context (company-level)
- Payments to an ABRY portfolio company (HealthEZ) (~$0.6M in 2024 and 2023) and significant economic rights held by Searchlight via preferred stock and warrants indicate ongoing sponsor/affiliate relationships requiring continued Audit Committee oversight; no Compensation Committee interlocks disclosed .
- Restatement in 2024 did not affect revenue/Adjusted EBITDA and did not trigger compensation recovery; still a reminder of financial reporting risk management importance .