Ronald Totton
About Ronald Totton
Ronald Totton is President, Chief Executive Officer, and Director of KORE, appointed permanent CEO and board member on August 14, 2024 after serving as Interim CEO since May 3, 2024; he is 53 and studied Economics at McMaster University . Under his tenure, KORE’s Q3 2025 results showed revenue of $68.7M (flat YoY), Adjusted EBITDA up 12% YoY to $14.5M, Net Loss improved 35% YoY, and Total Connections grew 9% YoY to 20.5 million . Board leadership is separated, with an independent Chair (Timothy Donahue) and Totton as CEO, mitigating dual-role governance risks; Totton is not deemed an independent director .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| KORE | Interim President & CEO; then President & CEO | Interim: May 3–Aug 14, 2024; CEO: Aug 14, 2024–present | Transitioned to permanent CEO; appointed to Board as Class III director |
| Indigo Telecom | Advisor | Jan 2022–Apr 2024 | Advisory to engineering services provider for digital/network infrastructure |
| Financial Services Capital Partners LLP | Operating Partner | May 2020–Jan 2021 | PE operating partner in financial services |
| STT Cloud | Chief Executive Officer | Oct 2017–Nov 2019 | Led a public cloud solutions provider |
| British Telecommunications plc | Various roles | Sep 2010–Oct 2017 | Senior telecom operating experience |
| Independent management consultant | Consultant | Nov 2019–May 2020; Jan 2021–Jan 2022 | Advisory engagements across telecom and technology |
External Roles
| Organization | Role | Years | Committee Roles | Governance Notes |
|---|---|---|---|---|
| KORE Group Holdings, Inc. | Director (Class III) | Aug 14, 2024–term ends at 2027 Annual Meeting | None (not listed on Audit, Compensation, or Nominating committees) | Non-independent director; independent Chair; majority of Board is independent |
| KORE Board | Attendance | 2024 | — | Board met 8 times; each director attended ≥75% of meetings |
Fixed Compensation
| Component | Detail | Amount ($) | Period |
|---|---|---|---|
| Base salary (annual rate) | Per employment agreement | 600,000 | Effective Aug 14, 2024 |
| Salary actually paid | 2024 Summary Compensation Table | 466,732 | FY 2024 |
| Signing bonus | Total $450,000; half paid in 2024, half in 2025 | 225,000 (paid 2024) | FY 2024 |
| All other compensation | 401(k) match and benefits | 28,498 | FY 2024 |
| Director fees | Policy applies to non-employee directors only (employee directors do not receive director retainers) | — | 2024 policy |
Performance Compensation
Annual Incentive
| Metric | Target | Actual | Payout ($) | Notes |
|---|---|---|---|---|
| Company revenue & Adjusted EBITDA (2024 program) | Target bonus: 75% of base salary | Corporate objectives not achieved | 0 | No performance-based annual cash bonus paid for 2024 |
Long-Term Cash Incentive (Granted Aug 14, 2024)
| Award | Metric | Target | Vesting | Payout Mechanics |
|---|---|---|---|---|
| Time-vesting Cash Award | Service-based | $200,000 | Three equal installments on each anniversary of grant date | Accelerates if terminated without Cause or resigns for Good Reason |
| Performance-vesting Cash Award | Corporate performance metrics (two periods) | $500,000 | After each performance period, subject to achievement | First period portion vests even if termination without Cause/Good Reason, per terms |
Equity Awards
| Grant | Type | Grant Date | Number of RSUs | Vesting Schedule |
|---|---|---|---|---|
| Inducement RSU | RSU (time-based) | Apr 29, 2024 | 50,000 | Vests in full 1 year after grant |
| CEO Transition RSU | RSU (time-based) | Aug 14, 2024 | 200,000 | 16,666 on 1st anniversary; 54,166 on 2nd; 54,168 on 3rd; 75,000 on 4th |
| Options | — | — | — | Company historically grants RSUs/PSUs; no options granted |
Equity Ownership & Alignment
| Item | Amount | As-of Date | Notes |
|---|---|---|---|
| Total beneficial ownership | 50,000 shares (includes RSUs vesting within 60 days) | Record Date Apr 15, 2025 | Less than 1% of shares outstanding |
| Shares outstanding | 17,160,061 | Record Date Apr 15, 2025 | — |
| Unvested RSUs | 50,000 (Inducement) + 200,000 (CEO RSU) | Dec 31, 2024 | Market value at $3.22/sh: $161,000 and $644,000 respectively |
| Hedging/Pledging | Hedging and similar offsetting transactions prohibited by policy; no pledging disclosed | — | Insider Trading & Anti-Hedging Policy |
| Ownership guidelines | Not disclosed | — | — |
Employment Terms
| Term | Detail |
|---|---|
| Employment Agreement | Initial 5-year term from Aug 14, 2024; auto-renewal for successive 1-year terms unless non-renewal notice |
| Role | President & CEO; reports to Board; expected board seat while serving as CEO |
| Base Salary | $600,000; annual review for upward-only adjustment; target bonus 75% of salary |
| Severance (without Cause/Good Reason) | 12 months base salary; prior-year unpaid bonus; prorated current-year bonus based on actual achievement; continuation of medical/dental/vision during severance; time-based equity accelerates; outplacement up to $20,000 |
| Death/Disability | Prior-year bonus, prorated bonus, time-based equity vesting treatment; COBRA per law |
| Restrictive Covenants | Non-compete/non-solicit: 12 months after termination if without Cause or Good Reason; 24 months for other reasons; confidentiality perpetual . Proxy describes 24 months post-termination . |
| Clawback/Recovery | Company disclosed a restatement related to goodwill impairment; determined no erroneously awarded compensation, thus no recovery triggered |
| Tax Gross-ups | None provided in 2024 for named executive officers |
| Indemnification | Standard indemnification agreement with officers and directors |
Performance & Track Record
- Q3 2025 performance under Totton: revenue $68.7M (flat YoY), Adjusted EBITDA $14.5M (+12% YoY), Net Loss improved to $12.7M (-35% YoY), Total Connections 20.5M (+9% YoY) .
- Strategic review initiated: on Nov 4, 2025, Board formed a Special Committee to evaluate a non-binding take-private proposal from Searchlight and Abry; guidance suspended given uncertainty .
Board Governance
- Board leadership separation with independent Chair (Donahue) and CEO (Totton) .
- Totton is not independent; a majority of Board (9 of 10) are independent; committees comprised solely of independent directors .
- Committee memberships: Audit (Bo-Linn, Eberhart, Geisler), Compensation (Frey, Grossman, MacInnis, Palmer), Nominating (Bo-Linn, MacInnis, Eberhart, Fuller); Totton is not a member .
- Board meeting cadence/attendance: Board met 8 times in 2024; each director attended at least 75% .
Director Compensation (for context)
- Non-employee directors receive cash retainers and annual RSUs; Totton, as an employee director, is covered by the executive compensation framework, not director retainers .
Compensation Structure Analysis
- Mix shift: 2024 compensation includes fixed salary plus a $450,000 signing bonus (paid $225,000 in 2024) and significant time-based RSU grants (250,000 total), alongside a $700,000 long-term cash award split between time and performance tranches .
- Performance rigor: Annual incentive metrics were revenue and Adjusted EBITDA; corporate objectives were not achieved for 2024, resulting in zero performance bonus payout—evidence of pay-for-performance discipline for that period .
- Equity vehicle choice: Company has historically granted RSUs/PSUs and has not granted options, reducing leverage to share price upside versus RSUs .
Risk Indicators & Red Flags
- Anti-hedging policy in place; no disclosure of pledging by Totton .
- Restatement in 2024 related to goodwill impairment calculation; management concluded no impact on revenue/Adjusted EBITDA and no erroneously awarded compensation requiring recovery .
- Strategic review/take-private proposal increases near-term event risk; Board Special Committee managing process .
Equity Ownership & Upcoming Vesting Milestones
- Beneficial ownership: 50,000 shares as of April 15, 2025 (<1%) .
- Upcoming vesting events for potential Form 4 activity:
- Inducement RSU: 50,000 vested around Apr 29, 2025 .
- CEO RSU: 16,666 on Aug 14, 2025; 54,166 on Aug 14, 2026; 54,168 on Aug 14, 2027; 75,000 on Aug 14, 2028 .
- Time-vesting cash tranches annually starting Aug 14 anniversaries .
Investment Implications
- Alignment: Fixed salary of $600k with 75% target bonus and multi-year incentives balance retention and performance; annual bonus zero payout for 2024 supports pay-for-performance integrity, while substantial time-based RSUs and time-vesting cash enhance retention but may dilute sensitivity to near-term operating targets .
- Trading signals: Monitor Form 4 filings around vesting dates (Aug 14 anniversaries) for potential insider selling pressure; RSU schedules and time-vesting cash payments create periodic liquidity events .
- Governance: Separate Chair/CEO and independent committee structure mitigate dual-role risks; Totton’s non-independence is standard for CEOs .
- Event risk: Strategic review and possible acquisition by Searchlight/Abry could affect compensation outcomes (e.g., vesting acceleration terms for time-based awards) and share liquidity; guidance suspension underscores uncertainty .