Brent Bruun
About Brent Bruun
Brent C. Bruun, age 59, is President and Chief Executive Officer of KVH Industries (KVHI) and a director since 2022; he became interim CEO in March 2022 and CEO in June 2022. He holds a B.S. in accounting from Alfred University and is a certified public accountant; earlier roles include KPMG and General Electric . KVH’s TSR (value of $100 invested) declined from $90.04 in 2022 to $62.02 in 2024, while net income moved from $24.1M (2022) to $(15.4)M (2023) and $(11.0)M (2024) amid a transition to LEO/hybrid services . Net sales fell 14% in 2024 to $113.8M, with service sales down 16% as VSAT-only subscribers declined and the U.S. Coast Guard downgraded services; product sales were flat (mix shift to Starlink and CommBox Edge) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| KVH Industries | President & CEO (Interim Mar–Jun 2022; CEO since Jun 2022); COO (2016–Mar 2022); EVP Mobile Broadband (2012–2016); SVP Global Sales & BD (2011–2012); VP Global Sales & BD (2008–2010) | 2008–present | Led pivot to multi-orbit hybrid connectivity; oversaw wind-down of in-house manufacturing and expansion of Starlink/OneWeb distribution |
| SES AMERICOM | SVP Strategic Initiatives (2007–2008); President, Managed Solutions (2004–2006); SVP Business Development (2002–2004) | 2002–2008 | Focused on global mobile broadband (maritime/aero) |
| KPMG; General Electric | Various | Earlier | Finance/operations foundation |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| KVH Industries Board of Directors | Director (Class II) | Since 2022 | Not independent; no board committee memberships |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base salary ($) | 503,295 | 528,133 |
| Target bonus (% of salary) | 90% (CEO) | 90% (CEO) |
| Non-equity incentive plan payout ($) | 113,073 | 297,295 |
| Discretionary/retention bonuses ($) | 382,147 (retention earned for 12/31/2023) | 119,727 (discretionary bonus Mar 2024) |
| Stock awards grant-date fair value ($) | 231,496 | 118,698 |
| Option awards grant-date fair value ($) | 227,389 | 125,147 |
Notes:
- 2023 corporate metric (adjusted operating income) missed threshold; individual goals paid 100% of the 25% weighting .
- 2024 corporate metrics paid 50% of target; individual goals paid 100%, consistent with the $297,295 outcome given a 90% target bonus .
Performance Compensation
| Year | Metric | Weighting | Target/Payout Method | Result | Payout |
|---|---|---|---|---|---|
| 2024 | Adjusted Service Gross Profit | 40% (of corporate 75%) | Payout begins at threshold; max 200% at “maximum” | Threshold not achieved | 0% for this metric |
| 2024 | Adjusted Product Gross Profit | 10% | Same | >Threshold; ~55% progress toward target | Partial credit |
| 2024 | Recurring Operating Expenses | 10% | Savings vs target | Exceeded maximum savings by ~39% | Max for this metric |
| 2024 | Adjusted EBITDA less Capex | 40% | Same | >Threshold; ~66% progress toward target | Partial credit |
| 2024 | Corporate metrics subtotal | 75% of bonus | Weighted sum | Aggregated to 50% of corporate target | 50% of corporate component |
| 2024 | Individual goals | 25% | Committee assessment | 100% achieved | 100% of individual component |
| 2023 | Adjusted Operating Income | 75% | Payout scales 50–200% around plan; threshold at 50% of plan | Threshold not met | 0% for corporate metric |
| 2023 | Individual goals | 25% | Committee assessment | 100% achieved | Partial payout (12–22% of salary across NEOs) |
Plan features: capped payouts; no tax gross-ups; one-year minimum vesting; clawback adopted Oct 2, 2023; double-trigger for CoC severance/equity .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (Apr 14, 2025) | 341,947 shares (178,295 outstanding + right to acquire 163,652); ~1.7% of shares outstanding |
| Unvested RSAs (grants outstanding at 12/31/2024) | 3/31/2021: 3,203 ($18,257); 6/8/2022: 9,350 ($53,295); 10/11/2022: 2,834 ($16,154); 3/7/2023: 17,698 ($100,879); 2/16/2024: 23,598 ($134,509). RSAs vest in 4 equal annual installments |
| Stock options (Brent Bruun at 12/31/2024) | Tranches (exercisable/unexercisable/shares, strike, expiry): 53,646/— @ $8.12 exp 8/2/2025; 26,015/8,671 @ $12.68 exp 3/31/2026; 25,568/25,568 @ $8.09 exp 5/2/2027; 7,698/7,696 @ $8.82 exp 10/11/2027; 14,018/42,054 @ $9.81 exp 3/7/2028; —/56,072 @ $5.03 exp 2/16/2029; options vest over 4 years; 5-year term |
| Hedging/pledging | Company policy prohibits hedging and pledging by directors/officers |
| Trading windows | Blackout policies and preclearance in place; 10b5-1 plans permitted |
| Director pay | Employee-directors receive no separate director compensation |
Potential selling pressure watch:
- 2025 expiry: 53,646 options @ $8.12 expiring 8/2/2025 are out-of-the-money vs $4.85 close on 4/14/2025 (record date), reducing near-term exercise-related supply risk .
Employment Terms
| Topic | Key terms |
|---|---|
| Employment agreements | Executive agreements executed May 2022 (at-will; confirmed compensation structure) |
| Severance (Qualifying Termination; no CoC) | 12 months base salary + pro rata target bonus for year; acceleration of equity vesting that would have vested in next 12 months; up to 12 months employer health contributions |
| Change-of-control (double-trigger; within 6 months before/12 months after CoC) | 1.5x (base salary + target bonus) + pro rata target bonus; full acceleration of equity; up to 18 months employer health contributions |
| Restrictive covenants | Non-compete and non-solicit for 12 months, or 18 months if CoC severance triggered |
| Clawback | Policy adopted Oct 2, 2023; recovery of erroneously awarded incentive compensation regardless of fault |
| Tax gross-ups | None |
Performance & Track Record
-
Company TSR and earnings | Metric | 2022 | 2023 | 2024 | |---|---:|---:|---:| | Value of $100 investment (TSR) | $90.04 | $46.34 | $62.02 | | Net Income ($000s) | $24,101 | $(15,422) | $(11,048) |
-
Revenue and mix (pivot period) | Metric | 2023 | 2024 | Change | |---|---:|---:|---:| | Net sales ($000s) | 132,379 | 113,828 | (14%) | | Service sales ($000s) | 114,622 | 96,446 | (16%) (driven by VSAT subscriber declines; USCG downgrade impact $2.7M) | | Product sales ($000s) | 17,757 | 17,382 | (2%) (mix shift toward Starlink/CommBox Edge) |
Execution context and strategic actions:
- Manufacturing wind-down to focus on multi-orbit services; ~75 headcount reduction; charges for inventory/write-offs .
- Expanded LEO portfolio: Starlink bulk data deal (prepaid $17.0M) in 2Q24; OneWeb launch planned Jan 2025 .
- US Coast Guard service downgrade reduced 2025–2027 revenue by ~95% on that contract .
Board Governance (dual-role implications)
- Bruun serves as CEO and director (not independent), with no committee memberships; KVH has an independent Chair (David M. Tolley) and all committees comprised solely of independent directors, with executive sessions each regular meeting—mitigating concentration-of-power concerns typical of CEO-director dual roles .
- Director independence majority maintained; hedging/pledging prohibited; majority voting with resignation policy for failed re-elections .
Director Compensation (as applicable to Bruun)
- Employee directors do not receive separate director fees or equity beyond executive compensation .
Say-on-Pay & Shareholder Feedback
| Meeting year | Proposal year covered | Approval |
|---|---|---|
| 2023 | 2022 compensation | ~74% “For” |
| 2024 | 2023 compensation | ~96% “For” |
Compensation Committee & Peer Practices
- Independent consultant engaged (Compensia/Radford) for program design and benchmarking; emphasis on at-risk pay; clawback policy in place; no stock option repricing; no gross-ups; minimum 1-year vesting; double-trigger CoC .
Risk Indicators & Red Flags
- Structural headwinds: accelerating VSAT revenue declines amid LEO competition; fixed VSAT network costs pressure margins .
- Customer concentration event: USCG downgrade materially reduces revenue through 2027 .
- Execution risk: multi-year transition to third-party hardware reliance and LEO/hybrid service model; potential margin compression on third-party resales .
- Liquidity/capital: $50.6M cash; $46.3M non-cancellable capacity/purchase obligations; share repurchase authorization up to $10M (Dec 2024) .
Investment Implications
- Pay-for-performance alignment: CEO’s target bonus (90% of salary) is tied primarily to profitability/efficiency metrics (adjusted product/service gross profit, R&O expense, adjusted EBITDA less capex), with 2024 corporate payout at 50% reflecting mixed execution—a sign of discipline in incentive outcomes .
- Retention and selling pressure: Meaningful unvested RSAs vesting through 2027–2028 and sizeable unexercisable options provide retention; near-term option tranche expiring in 2025 is out-of-the-money vs recent prices, limiting forced exercises/sales .
- Alignment: ~1.7% beneficial ownership and prohibition on pledging/hedging support shareholder alignment; no employee director fees reduce overlap risk, while independent chair and fully independent committees mitigate CEO-director dual-role governance concerns .
- Execution focus: Success hinges on scaling profitable LEO/hybrid airtime while managing legacy VSAT fixed costs and mitigating revenue concentration risk; incentive design emphasizing EBITDA less capex and cost control is appropriate for this pivot .