David Kagan
About David B. Kagan
Independent Class I director of KVH Industries since June 2022; age 63. Serves as Audit Committee Chair, and member of Compensation and Nominating & Corporate Governance Committees; board term runs to the 2027 annual meeting. Former CEO of Globalstar (NYSE: GSAT) with 26+ years in satellite communications; designated an Audit Committee “financial expert” by KVH’s board. Inducted into the Satellite Hall of Fame in March 2023; holds an MBA (Florida Atlantic University) and BA in Finance and Marketing (University of South Florida) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Globalstar, Inc. | Chief Executive Officer; President and COO (earlier), Advisor to CEO | CEO Sep 2018–Aug 2023; Advisor Sep–Dec 2023; President & COO Dec 2017–Sep 2018 and Jan 2016–Mar 2017 | Led satellite services provider; retired Dec 2023 |
| SpeedCast International Limited | Chief Operating Officer | Mar–Nov 2017 | Global communications and IT services provider |
| ITC Global LLC | President | Aug 2014–Sep 2015 | VSAT satellite services provider |
| Globe Wireless LLC | President & CEO | Jun 2011–Aug 2014 | Maritime satellite services provider; sold to Inmarsat |
| Maritime Telecommunications Network | President & CEO | Jan 1997–Dec 2008 | Satellite services to cruise and maritime markets |
| Norwegian Cruise Line (NYSE: NCLH) | VP-Finance, Treasurer & Co-CFO | 1994–1997 | Finance leadership in public company environment |
External Roles
| Organization | Role | Status |
|---|---|---|
| — | — | No current external public company directorships disclosed in KVH’s proxy |
Board Governance
- Independence: KVH board determined Kagan is independent; board is majority independent (all except CEO) .
- Committee assignments: Audit Chair (from July 2024), Compensation Member, Nominating & Corporate Governance Member; designated Audit Committee financial expert along with David M. Tolley .
- Attendance: Board met 5 times in 2024; each incumbent director attended at least 75% of board and committee meetings on which they served (Deckoff attended 3 board meetings) .
- Executive sessions: Independent directors hold executive sessions at each regularly scheduled board meeting .
- Majority voting: Uncontested director elections require majority of votes cast; resignation policy for holdover directors who fail to secure majority support .
- Governance policies: Clawback policy adopted Oct 2, 2023; prohibitions on hedging/pledging; securities trading policy with blackout windows and 10b5-1 plan preclearance .
Fixed Compensation
| Component | Program Design | 2024 Actual (Kagan) |
|---|---|---|
| Annual cash retainer | $26,250 | $36,750 total cash fees (retainer + meeting fees) |
| Meeting fees | $2,625 per regularly scheduled quarterly board meeting attended | Part of $36,750 (implies 4 scheduled quarterly meetings) |
Notes:
- Directors who are employees receive no separate director compensation; non-employee director program emphasizes equity .
Performance Compensation
| Equity Award Type | Program Design | 2024 Actual (Kagan) | Vesting |
|---|---|---|---|
| Annual restricted stock to all non-employee directors | $75,000 grant-date fair value | Included in $103,004 total stock awards | Four equal quarterly installments; full vest by earlier of 1-year or next annual meeting |
| Audit Committee Chair incremental stock award | $18,000 | Included in $103,004 | Same vesting as above |
| Compensation Committee Member incremental stock award | $5,000 | Included in $103,004 | Same vesting as above |
| Nominating & Corporate Governance Committee Member incremental stock award | $5,000 | Included in $103,004 | Same vesting as above |
Company pay-for-performance framework (for executives; informs governance quality):
| Metric | Weight | 2024 Outcome (Committee Determination) |
|---|---|---|
| Adjusted service gross profit | 40% | Below threshold; no payout on this metric |
| Adjusted product gross profit | 10% | > threshold; ~55% progress to target |
| Recurring operating expenses | 10% | Exceeded max targeted savings by ~39% |
| Adjusted EBITDA less capital expenditures | 40% | > threshold; ~66% progress to target |
| Corporate performance payout | — | 50% of target for corporate component; individual goals paid at 100% |
Other Directorships & Interlocks
| Relationship | Detail | Governance Consideration |
|---|---|---|
| Prior SpeedCast role | Kagan served as COO (2017); nominee Joseph Spytek served as director/co-CEO/CEO of Speedcast (2019–2023; Ch.11 Apr 2020–Mar 2021) | Industry network overlap; no related-party transactions disclosed involving Kagan |
| Largest shareholder on board | Stephen H. Deckoff (Black Diamond) holds 17.3%; cooperation agreement with standstill and voting commitments | Influence mitigation via standstill; no Kagan-specific conflicts disclosed |
Expertise & Qualifications
- Audit Committee financial expert designation; deep satellite industry leadership (Globalstar CEO; maritime VSAT; cruise sector finance) .
- Education: MBA (Florida Atlantic); BA Finance and Marketing (University of South Florida) .
- Industry recognition: Satellite Hall of Fame induction in March 2023 .
Equity Ownership
| Holder | Shares Beneficially Owned (Outstanding) | Right to Acquire (≤60 days) | Total | Percent of Outstanding | Unvested Director RS Awards at 12/31/2024 |
|---|---|---|---|---|---|
| David B. Kagan | 41,664 | — | 41,664 | <1% | 17,130 shares; $97,641 market value (12/31/2024 close $5.70) |
Stock ownership guidelines for non-employee directors: required to own fully vested shares with fair market value ≥3x annual cash retainer (i.e., $78,750), by the later of June 8, 2027 or five years from adoption; based on reported beneficial ownership and $4.85 share price on April 14, 2025, Kagan appears aligned with guideline magnitude (41,664 × $4.85 ≈ $202k), subject to vesting requirements .
Insider Trades
| Item | Status |
|---|---|
| 2024/2025 Form 4 transactions for Kagan | No specific transactions disclosed in proxy; Section 16(a) compliance noted for insiders generally, with one late Black Diamond/Deckoff Form 4 (27 transactions on a single day) not involving Kagan |
Governance Assessment
-
Strengths:
- Independent Audit Chair and Audit Committee financial expert; active committee schedule (Audit: 5x; Compensation: 4x; Nominating: 1x) enhances oversight .
- Director pay heavily equity-based; ownership guidelines in place; prohibitions on hedging/pledging bolster alignment .
- Majority voting, director resignation policy, and annual board/committee self-assessments indicate governance rigor .
- Clawback policy adopted Oct 2, 2023, covering incentive-based compensation, including stock price/TSR metrics .
- Strong say-on-pay signal: ~96% approval in 2024 for 2023 executive compensation .
-
Watch items / potential red flags:
- Accelerated vesting of all outstanding director equity upon change-in-control (standard, but can be viewed as entrenchment risk) .
- Presence of largest shareholder’s managing principal on board; one late Form 4 (administrative) noted for Black Diamond/Deckoff; monitor influence and attendance (Deckoff attended 3 of 5 board meetings) .
- Company-level performance challenges in 2024 (net loss of ~$11.0 million; corporate incentive payout at 50% target), highlighting need for robust oversight of turnaround initiatives .
Overall, Kagan’s committee leadership and financial expertise, combined with equity-heavy director pay and strict trading/hedging prohibitions, support investor confidence; ongoing vigilance around change-in-control vesting norms and major shareholder board influence remains prudent .