Timothy M. Donahue

About Timothy M. Donahue

Timothy M. Donahue (age 76) is KORE’s independent, non‑executive Chairman of the Board and a Class I director; he has served on KORE’s Board since 2021 and is nominated for re‑election at the June 10, 2025 annual meeting to serve through the 2028 meeting . He is the former CEO of Nextel Communications (1999–2005) and later Executive Chairman/Chairman of Sprint Nextel (2005–2006); earlier roles include President/COO of Nextel and President of McCaw Cellular’s paging division, with a track record of material revenue/EBITDA growth and market cap expansion at Nextel; he holds a BA from John Carroll University and was named “Best CEO” in wireless by Institutional Investor in 2004 .

Past Roles

External Roles

Board Governance

• Role and independence: Donahue serves as independent, non‑executive Chairman of the Board, separate from the CEO role; the Board has determined a majority of directors (9/10) are independent, including Donahue .
• Committee assignments: Donahue is not listed on the Audit (Bo‑Linn Chair; Eberhart; Geisler), Compensation (Frey Chair; Grossman; MacInnis; Palmer), or Nominating & Corporate Governance Committees (MacInnis Chair; Bo‑Linn; Eberhart; Fuller) .
• Executive sessions and oversight: As independent Chair, Donahue presides over executive sessions of independent directors, generally held with regular Board meetings, and interfaces with the CEO on issues arising from those sessions .
• Attendance: In 2024, the Board met 8 times; each director attended at least 75% of Board and applicable committee meetings .
• Committee workloads: Audit met 15 times (intensive oversight); Compensation met once; Nominating acted by written consent and did not hold a formal meeting in 2024 .
• Governance structure context: An October 30, 2024 Second Amended and Restated Investor Rights Agreement grants ABRY, Searchlight, and the Sponsor significant designation rights across staggered classes and, acting together, effective control over director elections; Donahue is a Class I director under this framework .

Fixed Compensation (Director)

Notes: Audit Committee meeting fees of $2,000 apply only beyond five meetings and to Audit members; not applicable to Donahue in 2024 .

Performance Compensation (Director)

• No performance‑conditioned metrics apply to non‑employee director equity; grants are time‑vested RSUs under the Director Compensation Policy .
• Compensation mix (alignment signal): For 2024, cash $90,000 and equity $150,000 → equity represented the larger component of total director pay, supporting alignment with shareholders (based on figures cited) .

Other Directorships & Interlocks

• Compensation Committee interlocks: The company reports no compensation committee interlocks or insider participation requiring disclosure; none of the Compensation Committee members were officers/employees .
• Donahue’s current committee roles at KORE: None disclosed; he serves as Board Chair .

Expertise & Qualifications

• Telecom and wireless leadership: Former CEO of Nextel; Executive Chairman/Chairman of Sprint Nextel; earlier executive roles at Nextel and McCaw Cellular .
• Recognitions: Institutional Investor Magazine “Best CEO” in telecom services/wireless (2004) .
• Education: BA, John Carroll University .
• Board qualification summary: Deep IoT/wireless industry knowledge; leadership across multiple telecom businesses .

Equity Ownership

• Anti‑hedging: KORE’s policy prohibits directors from hedging or similar transactions designed to offset decreases in KORE equity value; applies to directors, officers, and employees and entities they control .

Governance Assessment

• Positives:

  • Independent, non‑executive Chair with explicit responsibility to preside over independent director executive sessions; clear separation from CEO role enhances oversight .
  • Board and key committees majority‑independent; committee chairs/members meet NYSE/SEC independence standards; Audit Committee has a named financial expert .
  • Director pay structure emphasizes equity via annual RSUs ($150k) alongside cash retainers, aligning director incentives with shareholder outcomes; Donahue’s 2024 mix was $90k cash/$150k equity .
  • Attendance threshold met (≥75% for each director in 2024) and robust Audit Committee activity (15 meetings), indicating engagement .
  • Anti‑hedging policy covers directors, supporting alignment with long‑term shareholders .

• Watch items / potential conflicts:

  • Concentrated governance rights: The 2024 Investor Rights Agreement gives ABRY, Searchlight, and the Sponsor significant director designation rights and, acting together, control over director elections—potentially constraining full board autonomy despite independent Chair leadership .
  • Related‑party environment: Significant ownership/affiliations at the board level, including ABRY (administration fees via a portfolio company as vendor), Searchlight (large preferred equity with cumulative dividend and substantial warrant position), and CTAC (sponsor warrants), elevate conflict‑management demands on independent directors and the Audit Committee .
  • Restatement context: The company restated Q2’24 goodwill impairment calculations; while it did not affect revenue/Adjusted EBITDA or trigger compensation recovery, it underscores the importance of continued financial reporting oversight by independent directors .

• No specific red flags tied personally to Donahue are disclosed: He is independent, not associated with ABRY/Searchlight/CTAC, and no related‑party transactions involving him are reported .