Stephen Deckoff
About Stephen H. Deckoff
Stephen H. Deckoff, age 59, has served as an independent director of KVH Industries since June 7, 2023. He is the managing principal and founder (1995) of Black Diamond Capital Management, L.L.C., an alternative asset manager, and has extensive structured finance experience from prior roles at Kidder Peabody (SVP; Head of Structured Finance), Bear Stearns (MD; Structured Finance), Chemical Securities (Structured Finance), and Drexel Burnham Lambert (Fixed Income Research) . KVH’s board has determined he is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Black Diamond Capital Management, L.L.C. | Managing Principal; responsible for all portfolio management and operations | Since 1995 | Founder-level leadership; credit and special situations expertise |
| Kidder, Peabody & Co. Inc. | Senior Vice President; Head of Structured Finance Group | Not disclosed | Structured finance leadership |
| Bear Stearns & Co., Inc. | Managing Director; Structured Finance Group | Not disclosed | Structured finance leadership |
| Chemical Securities, Inc. | Structured Finance Department | Not disclosed | Securitization/structured finance execution |
| Drexel Burnham Lambert | Fixed Income Research Department | Not disclosed | Credit/markets research foundation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Pacific National Bank, N.A. (private bank) | Director | Since 2014 | Board seat at a privately chartered bank headquartered in Miami |
| Consumer Portfolio Services, Inc.; ION Media; Werner Ladder; White Birch; Bayou Steel (portfolio companies) | Director (held or currently holds) | Not disclosed | Black Diamond portfolio company board experience (mix of prior/current) |
Board Governance
| Item | Disclosure |
|---|---|
| Independence | Board determined Mr. Deckoff is independent (Nasdaq rules) |
| Board tenure/class | Elected June 7, 2023 following a cooperation agreement; nominated as an independent Class III director |
| Committee assignments | Not listed as a member of Audit, Compensation, or Nominating & Corporate Governance as of Dec 31, 2024 (these committees comprised Kagan, Tolley, Trimble) |
| Attendance | Board met 5 times in 2024; Mr. Deckoff attended 3 board meetings; other incumbent directors met at least 75% threshold |
| Leadership | Independent Chair of the Board (Tolley); all committees comprised of independent directors |
| Exec sessions | Executive sessions of independent directors at each regularly scheduled board meeting |
Fixed Compensation
| Component | Details | Source |
|---|---|---|
| Annual cash retainer | $26,250 for non-employee directors | |
| Meeting fees | $2,625 per regularly scheduled quarterly board meeting attended | |
| 2024 cash paid (Deckoff) | $31,500 | |
| Committee/Chair cash fees | None (committee compensation delivered in equity add-ons per program) |
Performance Compensation
| Equity Component | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting | Change-in-Control Treatment |
|---|---|---|---|---|---|
| Annual RSU grant (director) | 8/13/2024 | 12,473 | $75,001 | Vests in four equal quarterly installments; first vest 11/13/2024 | All outstanding director equity awards vest in full immediately prior to a change in control under the 2016 Plan |
Performance metrics table (directors):
| Metric Category | Used? | Notes |
|---|---|---|
| Financial (revenue, EBITDA, TSR) | No | Director RSUs are service-based with quarterly vesting; no performance conditions disclosed |
| ESG/qualitative modifiers | No | Not disclosed for directors |
Program structure (for context):
- Standard director equity: $75,000 grant-date fair value annually; additional equity awards for specific roles: Chair ($7,500), Audit Chair ($18,000), Audit Member ($9,000), Comp Chair ($10,000), Comp Member ($5,000), NCG Chair ($10,000), NCG Member ($5,000) .
- Majority of director compensation in KVH common stock; hedging and pledging by directors prohibited .
Other Directorships & Interlocks
| Company | Type | Role/Status | Interlock/Conflict Considerations |
|---|---|---|---|
| Black Diamond Capital Management, L.L.C. | Investment firm (17.3% KVHI holder via Black Diamond) | Managing Principal | Cooperation agreement led to Mr. Deckoff’s nomination; standstill provisions; waiver under rights plan to acquire up to 25% (expired); Black Diamond holds 17.3% and shares voting/dispositive power with Mr. Deckoff |
| Pacific National Bank, N.A. | Private bank | Director (since 2014) | No KVHI-related transactions disclosed |
| Various Black Diamond portfolio companies (e.g., Consumer Portfolio Services, ION Media, Werner Ladder, White Birch, Bayou Steel) | Mixed (private/public) | Has held or holds board seats | No KVHI-related transactions disclosed; not sector competitors of KVH’s core satcom business per proxy disclosure |
Expertise & Qualifications
- Extensive financial and structured finance expertise; seasoned investor/operator across credit and special situations through Black Diamond .
- Prior leadership in structured finance at Kidder Peabody and Bear Stearns; foundational experience in fixed income research (Drexel) .
- Board experience across multiple portfolio companies; bank board experience since 2014 .
Equity Ownership
| Holder | Shares Beneficially Owned | Right to Acquire (60 days) | Total | Percent Outstanding | Notes |
|---|---|---|---|---|---|
| Black Diamond Capital Management, L.L.C. (control person: S.H. Deckoff) | 3,396,527 | — | 3,396,527 | 17.3% | Shared voting and dispositive power by Black Diamond and Mr. Deckoff |
| Stephen H. Deckoff (for benefit of Black Diamond/vehicles) | 12,473 | — | 12,473 | <1% | RSUs held of record by Mr. Deckoff for benefit of Black Diamond vehicles; to transfer upon vesting/settlement |
Policy signals:
- Company prohibits short sales, derivatives, hedging, and pledging by directors and NEOs (mitigates pledge/hedge risk) .
- Director stock ownership guidelines: fully vested shares ≥ 3x annual cash retainer within 5 years of appointment or guideline adoption (for Mr. Deckoff, measured from June 8, 2022 policy or his June 2023 appointment) .
Insider Trades
| Filing Date | Form | Reporting Persons | Key Disclosures |
|---|---|---|---|
| 12/18/2024 | Form 4 (joint) | Stephen H. Deckoff; Black Diamond Capital Management, L.L.C. | Indicates 12,473 shares held of record by Mr. Deckoff for the benefit of Black Diamond and/or Black Diamond vehicles; to be transferred to Black Diamond/vehicles upon vesting/settlement; shared voting/dispositive power for 3,396,527 shares |
Governance Assessment
- Influence/ownership concentration: Black Diamond beneficially owns 17.3% of KVH; Mr. Deckoff, as Black Diamond’s managing principal, was nominated pursuant to a cooperation agreement that included a rights-plan waiver (expired), a standstill, voting commitments through the 2024 meeting, and a replacement right if he cannot serve. This alignment can provide owner-operator discipline but also raises influence/entrenchment considerations relative to minority holders .
- RED FLAG: Concentrated shareholder representation on the board; replacement right adds influence beyond typical independent director appointments .
- Independence and committees: Board classifies Mr. Deckoff as independent; however, he holds no committee assignments (Audit/Comp/NCG seats limited to other independent directors), which can limit his direct oversight on key control/compensation matters .
- Attendance/engagement: Board met 5 times; Mr. Deckoff attended 3 board meetings in 2024, falling below the typical 75% attendance threshold expected for directors.
- RED FLAG: Attendance shortfall may signal lower engagement or scheduling conflicts; warrants monitoring and engagement with the company for remediation .
- Director compensation/skin in the game: 2024 compensation was majority equity ($75,001 RSUs; $31,500 cash). RSUs vest quarterly and are for the benefit of Black Diamond/vehicles, suggesting his director equity aligns primarily with the fund rather than personal holdings; change-in-control treatment is single-trigger vesting for director awards (accelerates immediately prior to a change in control), which is less shareholder-friendly than double-trigger structures .
- Watch item: Single-trigger acceleration for director equity .
- Policies/mitigants: Independent Chair; all committees are fully independent; prohibitions on hedging/pledging; director ownership guidelines in place (3x retainer within 5 years) support alignment and oversight quality .
Overall, Deckoff brings deep financial expertise and an ownership-oriented perspective through Black Diamond, but his lower 2024 attendance and the cooperation agreement mechanics (including a replacement right) represent governance risks that investors should monitor closely, especially around future nominations, engagement cadence, and committee participation .