David Tolley
About David M. Tolley
David M. Tolley (age 58) is an independent director of KVH Industries and currently serves as Chairman of the Board (non-executive), bringing deep restructuring, satellite communications, and finance expertise. He joined the KVH board in June 2022, became Chairman in July 2023, and is designated an “audit committee financial expert” under SEC rules. He holds an MBA from Columbia Business School and a BA in Economics and History from the University of Michigan .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| WeWork, Inc. | Chief Executive Officer; Director | CEO: May 2023–June 2024; Director: Feb 2023–June 2024 | Led global restructuring, including Chapter 11 filing (Nov 2023), emergence June 2024 . |
| Intelsat S.A. | EVP, Chief Financial Officer, Co-Chief Restructuring Officer | Jun 2019–Mar 2022 | Led multi-billion dollar restructuring; Chapter 11 filed May 2020, concluded Feb 2022 . |
| Network Access Associates Ltd. (OneWeb) | Chief Financial Officer | 2017–2019 | CFO for LEO satellite constellation operator . |
| Blackstone Inc. (Private Equity Group) | Senior Managing Director | 2000–2011 | Led satellite services strategy/investing; PE Investment Committee member . |
| Morgan Stanley (Investment Banking Division) | Vice President | 1990–2000 | Banking/advisory for communications sector . |
External Roles
| Company/Organization | Role | Tenure | Notes |
|---|---|---|---|
| DigitalBridge Group | Director | 2022–Present | Public company directorship . |
| WeWork, Inc. | Director | Feb 2023–Jun 2024 | Served concurrently as CEO (May 2023–Jun 2024) during restructuring . |
| Cumulus Media | Director | 2006–2017 | Prior public company board . |
| NewSkies Satellites | Director | 2004–2006 | Prior public company board . |
| Centennial Communications | Director | 2001–2005 | Prior public company board . |
Board Governance
- Roles at KVH: Chairman of the Board (non-CEO); Audit Committee Member; Compensation Committee Member; Chair, Nominating & Corporate Governance Committee (as of July 2024) .
- Independence: Board determined Mr. Tolley is independent under Nasdaq rules; Board leadership structure separates Chair and CEO; independent directors hold executive sessions at each regular Board meeting .
- Committee composition & activity (2024):
- Audit Committee (Kagan Chair; Tolley member) met 5 times; Tolley designated audit committee financial expert .
- Compensation Committee (Kagan, Tolley, Trimble) met 4 times .
- Nominating & Corporate Governance Committee (Kagan, Tolley, Trimble) met once; Tolley became Chair in July 2024 .
- Attendance: In 2024, each incumbent director attended at least 75% of Board and committee meetings of their service, except Mr. Deckoff (attended three Board meetings) .
Fixed Compensation
| Component | 2024 Program Terms | Source |
|---|---|---|
| Annual cash retainer (non-employee director) | $26,250 | |
| Meeting fees | $2,625 for each regularly scheduled quarterly Board meeting attended | |
| Annual equity (restricted stock) | $75,000 grant-date fair value | |
| Additional equity by role (annual value) | Chair of the Board/Lead Independent: $7,500; Audit Chair: $18,000; Audit Member: $9,000; Compensation Chair: $10,000; Compensation Member: $5,000; Nominating Chair: $10,000; Nominating Member: $5,000 | |
| Vesting | Quarterly in four equal installments; full vest on earlier of 1-year anniversary of grant or next annual meeting |
| Director (2024) | Fees Earned in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| David M. Tolley | $36,750 | $106,504 | $143,254 |
Notes:
- The director program “continued” from 2023 into 2024; majority of pay in equity .
- Equity awards vest quarterly and accelerate in full immediately prior to a change in control for non-employee directors (single-trigger for directors) .
Performance Compensation
| Grant Date | Instrument | Shares/Units | Grant-Date Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| 08/13/2024 | Restricted Stock | 17,712 | Included in 2024 stock awards total $106,504 | 4 equal quarterly installments; first vested 11/13/2024 | Market value of unvested RS as of 12/31/2024: $100,958 at $5.70 close . |
- Director equity is time-vested restricted stock; no director-specific performance metrics (distinct from executive metrics). Non-employee director awards vest fully immediately prior to a change in control (director awards) .
Other Directorships & Interlocks
| Area | Details |
|---|---|
| Current public boards | DigitalBridge Group (since 2022) . |
| Recent public boards | WeWork (Feb 2023–Jun 2024) . |
| Prior public boards | Cumulus Media (2006–2017), NewSkies Satellites (2004–2006), Centennial Communications (2001–2005) . |
| Potential interlocks/overlaps | None disclosed with KVH competitors/customers. KVH distributes third-party LEO services including OneWeb; Tolley previously served as OneWeb CFO (2017–2019), but no current related-party transactions disclosed . |
| Activist/large holder dynamics | Black Diamond (17.3%) has a board seat (Stephen Deckoff); Cooperation Agreement imposes standstill and voting commitments; not a Tolley-related party transaction . |
Expertise & Qualifications
- Designated audit committee financial expert; extensive finance and restructuring expertise .
- Deep satellite/communications sector experience: roles at Intelsat, OneWeb, and sector-focused investing at Blackstone .
- Education: MBA (Columbia Business School); BA in Economics & History (University of Michigan) .
Equity Ownership
| Item | Amount/Status |
|---|---|
| Beneficial ownership (as of 4/14/2025) | 43,371 shares; percent of shares outstanding: less than 1% . |
| Right to acquire within 60 days | 0 shares (none reported) . |
| Unvested director RS (as of 12/31/2024) | 17,712 shares from 08/13/2024 grant; first tranche vested 11/13/2024; market value $100,958 at $5.70 on 12/31/2024 . |
| Hedging/pledging | Company policy prohibits hedging and pledging of KVH securities by directors and officers . |
| Stock ownership guidelines | Non-employee directors must own fully vested shares equal to 3x annual cash retainer by the later of 5 years from 6/8/2022 or 5 years from initial appointment (Tolley’s deadline: 2027) . |
Governance Assessment
-
Strengths for investor confidence:
- Independent Chair with separation from CEO; full committee independence; independent director executive sessions support oversight .
- Tolley serves as audit committee financial expert and leads Nominating & Governance, indicating strong governance and financial oversight capability .
- Equity-heavy director compensation (≈74% equity in 2024) aligns director interests with shareholders; vesting is time-based and standardized .
- Attendance at or above 75% threshold in 2024 (board-wide standard met by all incumbents except one director), with active committee cadence (Audit 5x; Comp 4x; Nominating 1x) .
-
Potential watch items / RED FLAGS to monitor:
- Director equity vests in full immediately prior to change in control (single-trigger for directors); while common, it can be viewed as a takeover-aligned sweetener for directors rather than performance-conditioned .
- Optics from recent CEO tenure at WeWork and prior leadership during Chapter 11 processes (WeWork 2023–2024; Intelsat 2020–2022) could draw scrutiny; however, this background underscores restructuring expertise beneficial to KVH’s strategic pivots in connectivity .
- Concentrated shareholder influence: Largest holder (Black Diamond, 17.3%) has a board seat via a Cooperation Agreement with standstill provisions; not a Tolley conflict but relevant to board dynamics and independence perceptions .
-
Related-party/Conflicts:
- Company policy requires Audit Committee pre-approval of related-party transactions; proxy reports no related-party transactions since Jan 1, 2024 other than the Cooperation Agreement context (not related to Tolley) .
- Prohibition on hedging/pledging mitigates alignment risks for directors and executives .