Robert P. MacInnis
About Robert P. MacInnis
Independent director of KORE since 2021; currently Senior Advisor at ABRY Partners (longtime private equity executive). Age 58. Education: B.S. in business, summa cum laude (Merrimack College); MBA, summa cum laude (Boston University). The Board classifies him as independent under NYSE standards. Core credentials: private equity dealmaker with extensive board and transactional experience; chairs KORE’s Nominating & Corporate Governance Committee.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ABRY Partners | Senior Advisor (current) | Since Dec 1998 (with firm; currently Senior Advisor) | Significant transactional and management experience; principal background cited as qualification |
| ABRY Partners | Partner (prior) | Not specified (prior to current) | Private equity investment leadership |
| PricewaterhouseCoopers LLP | Senior Manager | Jun 1991 – May 1997 | Audit/finance background |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Aegis Sciences Corp. | Director | Current | Not disclosed |
| Automated Healthcare Solutions | Director | Current | Not disclosed |
| Prior boards (selected): Consolidated Theatres; RCN Cable; Sidera Networks; Network Communications, Inc.; XAnd; Datapipe; North American Dental Group; Muzak LLC; Proquest; Psychological Services, Inc. | Director (past) | Not disclosed | Not disclosed |
Board Governance
- Independence: Board determined MacInnis is independent; a majority (9/10) of directors deemed independent. He served on Compensation and chairs Nominating & Corporate Governance; all committee members qualify as independent.
- Committees and roles:
- Nominating & Corporate Governance: Chair; committee did not meet in 2024 and conducted business via written consents.
- Compensation: Member; committee met once in 2024.
- Audit: Not a member; Audit Committee met 15 times in 2024.
- Attendance: In 2024 the Board met eight times; each director attended at least 75% of Board and committee meetings during their tenure.
- Board leadership and executive sessions: Chair is independent director Timothy M. Donahue, who presides over executive sessions of independent directors.
- Investor rights/control: ABRY, Searchlight, and Sponsor designate directors under the Second Amended and Restated Investor Rights Agreement; ABRY designates two directors (MacInnis is an ABRY designee). These parties, acting in conjunction, control director elections.
Fixed Compensation
| Year | Cash Retainer ($) | Committee Membership Fees ($) | Committee Chair Fees ($) | Meeting Fees ($) | Total Cash ($) |
|---|---|---|---|---|---|
| 2024 (Actual for MacInnis) | $0 | $0 | $0 | $0 | $0 |
| 2023 (Actual for MacInnis) | $0 | $0 | $0 | $0 | $0 |
Director Compensation Policy (for reference): $40,000 annual cash retainer; $10,000 per committee membership; $20,000 chair fee; $2,000 per Audit Committee meeting above 5; $50,000 non-executive chair; $15,000 lead independent director. Paid quarterly and pro-rated.
Performance Compensation
| Item | Policy/Metric | MacInnis 2024 Actual |
|---|---|---|
| Annual director equity | $150,000 RSU grant; vests at earlier of 1 year or next annual meeting; subject to service; accelerated vest on change-of-control if not retained as a director post-transaction | $0 stock awards in 2024 (declined director compensation) |
| Performance metrics | None for director RSUs (time-based; company has historically used RSUs for directors) | Not applicable |
Other Directorships & Interlocks
- Other public company directorships: None disclosed for MacInnis.
- Compensation Committee interlocks: During 2024, the Compensation Committee included Frey, Grossman, MacInnis, and Palmer; no interlocks or insider participation requiring disclosure under Item 404.
Expertise & Qualifications
- Private equity and transactional leadership (ABRY Partners since 1998; currently Senior Advisor).
- Financial and operational oversight experience; prior Big Four audit/consulting background (PwC).
- Academic excellence (summa cum laude BS and MBA).
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Robert P. MacInnis | 20,900 | <1% |
Notes: Beneficial ownership percentages based on 17,160,061 common shares outstanding as of record date.
Insider Trades
| Date | Transaction | Shares | Price | Holdings After |
|---|---|---|---|---|
| 2023-05-18 | Open market purchase | 54,500 | $1.6379 | 104,500 |
Additional Form 4 index: SEC filing on 2023-05-12/15 indicates another open-market purchase (see filing index).
Related Party Transactions and Conflicts
- ABRY affiliation: ABRY beneficially owned ~28.3% of KORE as of the record date; Grossman and MacInnis are employed by ABRY (affiliate status).
- Related-party payments: KORE paid approximately $0.6 million in both 2024 and 2023 in administration fees to HealthEZ, an ABRY portfolio company (third-party administrator for KORE’s self-insured health insurance).
- Oversight: Audit Committee reviews related-person transactions per policy.
- Governance note: Despite ABRY affiliation, Board determined MacInnis is independent; however, investor designation rights may influence board dynamics and are a monitoring point.
Policies and Controls
- Anti-hedging: Directors and entities they control are prohibited from hedging KORE equity (e.g., collars, swaps, exchange funds).
Governance Assessment
-
Positive signals:
- Independent status affirmed; service as Chair of Nominating & Corporate Governance and member of Compensation indicates governance role trust.
- Declined all director compensation in 2023 and 2024, reducing direct pay-related conflicts; suggests alignment beyond standard fees.
- Open-market purchase in May 2023 indicates personal capital at risk.
-
Risk indicators / RED FLAGS to monitor:
- Significant shareholder influence: ABRY, Searchlight, and Sponsor designate directors and can control elections; MacInnis is an ABRY designee. Minority holder influence risk.
- Related-party exposure: Recurrent payments to an ABRY portfolio company (HealthEZ) require continued Audit Committee scrutiny.
- Committee cadence: Nominating & Corporate Governance Committee did not convene formally in 2024 (acted by written consent); ensure robust director refresh/engagement processes are maintained.
-
Additional context:
- Attendance: Board-level engagement threshold met (≥75% attendance by each director).
- No compensation committee interlocks requiring disclosure.