KVH INDUSTRIES INC \DE\

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policy is administered by our compensation committee. The policy provides generally that, if we are required to prepare an accounting restatement due to material noncompliance with financial reporting requirements under applicable securities laws, we will reasonably promptly recover from each current or former executive officer any erroneously awarded incentive-based compensation (as defined in the policy) received after the effective date of the policy and during an applicable three-year recovery period, regardless of fault or responsibility, as well any misconduct-related compensation (as defined in the policy). Incentive-based compensation generally means any compensation that is granted, earned, or vested based wholly or in part upon the attainment of a financial reporting measure, including stock price and total stockholder return. The policy further provides that we will not insure or indemnify any executive officer against the loss of any erroneously awarded incentive-based compensation that is required to be recovered under the policy or any claims relating to enforcement of our rights under the policy.

Director Candidates and Selection Processes

The process followed by our nominating and corporate governance committee to identify and evaluate director candidates includes, as necessary, requests to our Board members and others for recommendations, consideration of candidates recommended by stockholders, meetings from time to time to evaluate biographical information and background materials relating to potential candidates, and interviews of selected candidates by members of the committee and other members of our board. From time to time, the committee may solicit recommendations from an executive search firm. The committee may also solicit the opinions of third parties with whom the potential candidate has had a business relationship. Once the committee is satisfied that it has collected sufficient information on which to base a judgment, the committee votes on the candidate or candidates under consideration.

In evaluating the qualifications of any candidate for director, the committee considers, among other factors, the candidate’s depth of business experience, reputation, personal integrity, understanding of financial matters, familiarity with the periodic financial reporting process, degree of independence from management, possible conflicts of interest and willingness and ability to serve. The committee also considers whether the candidate will add diversity to the board, including the degree to which the candidate’s skills, experience and background complement or duplicate those of our existing directors and will serve the long-term interests of our stockholders. In the case of incumbent directors whose terms are set to expire, the committee also gives consideration to each director’s prior contributions to the board. The minimum qualifications that each director must possess consist of general familiarity with

fundamental financial statements, ten years of relevant business experience, no identified conflicts of interest, no convictions in a criminal proceeding during the five years prior to the date of selection and the willingness to execute and comply with our code of ethics. Although the committee considers diversity as a factor in assessing any nomination, the board does not have a formal policy with regard to diversity in identifying director nominees. In selecting candidates to recommend for nomination as a director, the committee abides by our company-wide non-discrimination policy.

The committee will consider director candidates recommended by stockholders and use the same process to evaluate candidates regardless of whether the candidates were recommended by stockholders, directors, management or others. We suggest that stockholders make recommendations by writing to the secretary, who will in turn forward the nomination to the nominating and corporate governance committee, in care of our offices, with sufficient information about the candidate, his or her work experience, his or her qualifications for director, and his or her references as will enable the committee to evaluate the candidacy properly. We also suggest that stockholders make their recommendations well in advance of the anticipated mailing date of our next proxy statement so as to provide our nominating and corporate governance committee an adequate opportunity to complete a thorough evaluation of the candidacy, including personal interviews. We remind stockholders of the separate requirements set forth in our by-laws for nominating individuals to serve as directors, which we discuss elsewhere in this proxy statement.

Board Evaluation Process

Our board recognizes that a thoughtful and rigorous evaluation process is critical to maintaining strong board effectiveness. Consistent with our commitment to sound corporate governance practices, the nominating and corporate governance committee oversees a comprehensive annual evaluation of our board and its committees.

As part of this board evaluation process, our board reviews the following:

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Overall board and committee performance;

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Board composition, including whether the board has the right mix of skills and experiences to oversee the successful execution of our strategy;

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Board discussion topics, meeting agendas and materials, with the goal of maintaining efficient and effective meetings; and

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Culture and the board’s ability to promote candid discussion within the board and with senior management.

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KVH Industries, Inc. 2026 Proxy Statement 30