Felise Feingold
Senior Vice President, General Counsel, Compliance Officer, Chief Data Privacy Officer, and Secretary at KVH INDUSTRIES INC \DE\
Executive
About Felise Feingold
Felise B. Feingold (age 55) is Senior Vice President, General Counsel, Compliance Officer, Chief Data Privacy Officer, and Secretary of KVH. She has served as SVP since June 2019 and as VP, General Counsel and Secretary since August 2007; she holds a B.A. in Government (Cornell), J.D. (Hofstra), and MBA (Boston University) . KVH’s pay-for-performance disclosure shows cumulative TSR value of $62.02 on a $100 investment at 12/31/2024 and net income of $(11.0) million in 2024, framing recent operating headwinds during her tenure in the senior leadership team .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| The Jean Coutu Group (PJC) USA, Inc. | Vice President and General Counsel | 2004–2007 | Led legal function for Brooks/Eckerd chain (>1,800 stores), providing large‑scale retail legal oversight . |
| McDermott Will & Emery | Attorney | 1998–2004 | Practiced at international law firm, building broad corporate/legal expertise . |
External Roles
- No public company board directorships disclosed in Feingold’s bio in the 2025 proxy .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 323,838 | 336,791 |
| Discretionary/Holiday Bonus ($) | 1,000 | 43,535 (includes discretionary retention-related award; paid March 2024) |
| Stock Awards – Grant Date Fair Value ($) | 120,673 | 61,874 |
| Option Awards – Grant Date Fair Value ($) | 118,528 | 65,234 |
| Non-Equity Incentive Plan Compensation ($) | 40,510 | 105,325 |
| All Other Compensation ($) | 9,715 | 10,104 |
| Total Compensation ($) | 614,264 | 622,863 |
Performance Compensation
Annual Incentive Plan Design (2024) and Outcomes
| Component | Metric | Weighting | 2024 Outcome vs Target | Notes |
|---|---|---|---|---|
| Corporate performance (75% of target bonus) | Adjusted service gross profit | 40% | Below threshold; no payout for this metric | Targets/payouts scaled 0% at threshold miss, 100% at target, 200% at max . |
| Adjusted product gross profit | 10% | ~55% progress toward target | ||
| Recurring operating expenses | 10% | Exceeded maximum targeted savings by ~39% | ||
| Adjusted EBITDA less capital expenditures | 40% | ~66% progress toward target | ||
| Corporate subtotal | — | 75% | Aggregate corporate payout = 50% of target | |
| Individual performance (25% of target bonus) | Role‑specific goals | 25% | 100% achieved | |
| Aggregate plan result | — | 100% | Below target overall; NEO payouts ranged ~25%–56% of base salary |
- Target bonus opportunity: For non‑CEO NEOs (includes Feingold), target bonus set at 40%–50% of base salary in 2024; CEO at 90% .
- Clawback: KVH maintains a policy to recover erroneously awarded incentive compensation from executive officers .
Long‑Term Equity (2024 grants)
- Mix: Options and restricted stock awards (RSAs), generally four‑year vesting; options intended to align to stock price appreciation, RSAs to support retention .
- Grant date fair values for Feingold (2024): Stock $61,874; Options $65,234 .
Vesting Schedules
- Options: Vest in equal annual installments over four years; 5‑year option term .
- RSAs: Vest in equal annual installments over four years .
Equity Ownership & Alignment
Beneficial Ownership (as of 4/14/2025 record date)
| Holder | Shares Outstanding | Right to Acquire (60 days) | Total Beneficial | Percent of Outstanding |
|---|---|---|---|---|
| Felise B. Feingold | 74,564 | 105,561 | 180,125 | * (less than 1%) |
- KVH prohibits short sales, derivatives, hedging, and pledging by directors and NEOs, reducing alignment risk from hedging/pledging; trades subject to blackout and preclearance, with 10b5‑1 permitted .
Outstanding Equity and Upcoming Vesting/Expirations (Feingold; at 12/31/2024)
- Unvested RSAs (by grant date): 3/31/2021 – 2,352; 6/8/2022 – 6,865; 3/7/2023 – 9,225; 2/16/2024 – 12,301 (four‑year vesting from grant) .
- Options (exercisable/unexercisable, strike, expiration):
- 39,393 / — @ $8.12, exp. 8/2/2025
- 19,104 / 6,367 @ $12.68, exp. 3/31/2026
- 18,776 / 18,774 @ $8.09, exp. 5/2/2027
- 7,307 / 21,921 @ $9.81, exp. 3/7/2028
- — / 29,228 @ $5.03, exp. 2/16/2029
These expirations (beginning in 2025) can create timing catalysts for exercises/sales if options are in‑the‑money; valuation depends on market price at the time of decision .
Employment Terms
| Term | Key provisions |
|---|---|
| Agreement date | Executive employment agreements executed in May 2022 (including Feingold) . |
| Severance (Qualifying Termination without cause/for good reason) | 12 months base salary + pro‑rata target bonus for the year of termination; accelerate equity that would vest in 12 months post‑termination/release; up to 12 months employer portion of health insurance/cash equivalent (conditions apply) . |
| Change‑in‑control | “Double trigger”: severance/vesting acceleration only upon qualifying termination following a change in control . |
| Non‑compete / Non‑solicit | 12 months (or 18 months if receiving CIC severance) . |
| Retention economics (2022) | Retention bonus equal to 75% of base salary for service through 12/31/2022; acceleration of equity that would vest in 12 months after retention date (executives, including Feingold, met condition) . |
| Clawback | Policy to recover erroneously awarded incentive compensation from executive officers . |
| Tax gross‑ups | None; KVH does not provide tax gross‑ups . |
Performance & Track Record (Company context)
| Performance Measure | 2022 | 2023 | 2024 |
|---|---|---|---|
| Cumulative TSR value of $100 (year‑end) | 90.04 | 46.34 | 62.02 |
| Net Income ($000s) | 24,101 | (15,422) | (11,048) |
- 2024 incentive outcomes reflected mixed operating performance: corporate financial metrics paid at 50% of target while individual goals paid 100%, leading to below‑target cash incentive payouts for NEOs .
Compensation Structure Analysis
- Cash vs equity mix: Feingold’s 2024 total ($622,863) included base ($336,791), below‑target annual incentive ($105,325), and smaller 2024 equity grant values vs 2023, indicating a tighter equity cycle year‑over‑year .
- Bonus governance: Corporate metrics paid at 50% of target; individuals at 100%; no tax gross‑ups; clawback policy in place; double‑trigger CIC; no repricing of equity awards in periods shown .
- Target bonus calibration: Non‑CEO NEO target bonus opportunity set at 40%–50% of salary, supporting at‑risk pay alignment without excessive leverage .
Equity Awards – Detail Tables
Unvested Restricted Stock Awards (as of 12/31/2024)
| Grant date | Unvested shares |
|---|---|
| 3/31/2021 | 2,352 |
| 6/8/2022 | 6,865 |
| 3/7/2023 | 9,225 |
| 2/16/2024 | 12,301 |
| Vesting schedule | Equal installments on first four anniversaries of grant |
Stock Options (as of 12/31/2024)
| Exercise price ($) | Expiration | Exercisable | Unexercisable | Vesting/term |
|---|---|---|---|---|
| 8.12 | 8/2/2025 | 39,393 | — | Options vest annually over 4 years; 5‑year option term . |
| 12.68 | 3/31/2026 | 19,104 | 6,367 | |
| 8.09 | 5/2/2027 | 18,776 | 18,774 | |
| 9.81 | 3/7/2028 | 7,307 | 21,921 | |
| 5.03 | 2/16/2029 | — | 29,228 |
Equity Ownership & Alignment (Supplemental)
| Item | Detail |
|---|---|
| Shares owned (outright) | 74,564 |
| Options/right to acquire (within 60 days) | 105,561 |
| Total beneficial ownership | 180,125 |
| % of shares outstanding | Less than 1% (denoted “*” in proxy table) |
| Hedging/pledging | Prohibited for directors and NEOs |
Employment Terms (Key Provisions)
| Provision | Economics/Terms |
|---|---|
| Severance (non‑CIC) | 12 months base salary + pro‑rata target bonus; 12 months of employer health contribution/cash; accelerate 12 months of equity |
| CIC (double trigger) | Same as above upon qualifying termination following a change of control; non‑compete extends to 18 months |
| Restrictive covenants | Non‑compete and non‑solicit 12 months (18 months if CIC severance) |
| Retention (2022) | 75% of base salary retention bonus; 12 months of equity acceleration upon meeting service condition (achieved) |
Investment Implications
- Alignment and risk controls: Target bonus set at 40%–50% of salary, robust clawback, and hedging/pledging prohibitions suggest reasonable alignment with shareholders and reduced financing risk from stock‑based collateralization .
- Retention and overhang: Meaningful unvested RSAs (multiple grant vintages) and staged option vesting through 2029 support retention; near‑dated option expirations (starting 2025) can create exercise/sale windows and potential flow, contingent on market price relative to strike .
- Pay-for-performance sensitivity: 2024 corporate metrics paid at 50% of target while individual goals paid at 100%, leading to below‑target cash incentive payouts—consistent with challenging operating results (negative net income, mixed TSR), suggesting compensation sensitivity to execution .
- Change‑in‑control economics: Double‑trigger structure and one‑year severance multiple with limited equity acceleration (12 months) temper windfall risk while providing retention protection during strategic events .
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