KVH INDUSTRIES INC \DE\
For the period ended Jun 10, 2026. Filed Apr 28, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 10, 2026 · Filed Apr 28, 2026
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Contents
Proxy Statement Summary
This proxy statement (including all appendices attached hereto, this “proxy statement”) is furnished in connection with the solicitation of proxies by the board of directors of KVH Industries, Inc., a Delaware corporation, for use at the 2026 annual meeting of stockholders of the company (including any adjournments, postponements, or continuations thereof, the “annual meeting”). Unless the context otherwise requires, references in this proxy statement to “KVH,” the “company,” “we,” “us,” “our,” and similar terms refer to KVH Industries, Inc.
| | | PROXY STATEMENT SUMMARY | | |
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The proxy summary is an overview of information that you will find elsewhere in this proxy statement and our 2025 annual report. As this section is only a summary and does not contain all of the information that you might wish to consider, we encourage you to read the entire proxy statement and 2025 annual report for more information about these topics before you vote.
ANNUAL MEETING OF STOCKHOLDERS
| | Date and Time: | | | Wednesday, June 10, 2026, at 11:00 a.m., Eastern Time | |
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| | Venue: | | | KVH Industries, Inc. 500 Wood Street Unit 320, 1st Floor Bristol, RI 02809 | |
| | Record Date: | | | The close of business on April 15, 2026 | |
| | Voting: | | | Each share of common stock outstanding on the record date will be entitled to cast one vote | |
VOTING MATTERS
| | Management Proposals | | | Board Vote Recommendation | | | Page | |
|---|---|---|---|---|---|---|---|---|
| | 1. Election of Directors | | | FOR the Board’s Nominees | | | 7 | |
| | 2. Non-Binding Say on Pay Vote | | | FOR | | | 9 | |
| | 3. Ratification of Appointment of Independent Public Accounting Firm | | | FOR | | | 12 | |
ELECTION OF DIRECTORS
The following table provides summary information about our nominees for election to the board as Class III Directors. Additional information for all directors, including the nominees, may be found on pages 7 -8 and 13 -15.
| | Name | | | Age | | | Director Since | | | Independent | | | Committee Membership | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | David M. Tolley | | | 59 | | | 2022 | | | Yes | | | Audit Committee Compensation Committee (Chair) Nominating and Corporate Governance Committee | |
| | Stephen H. Deckoff | | | 60 | | | 2023 | | | Yes | | | None | |
1 KVH Industries, Inc. 2026 Proxy Statement
COMMITMENT TO GOOD CORPORATE GOVERNANCE
Our board of directors monitors best practices in governance and adopts measures it determines to be in the best interest of stockholders. Highlights of our governance practices include:
| | | ✔ | | | Our directors are elected for three-year terms by majority voting in uncontested elections and by plurality voting in contested elections | | |
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| | | ✔ | | | All of our directors are independent, other than our CEO | | |
| | | ✔ | | | All of the members of our Audit, Compensation and Nominating and Corporate Governance Committees are independent | | |
| | | ✔ | | | We have appointed an independent Chair of the Board | | |
| | | ✔ | | | Executive sessions of independent directors are held at each regularly scheduled Board meeting | | |
| | | ✔ | | | We conduct annual stockholder votes to ratify the selection of our independent registered public accounting firm | | |
| | | ✔ | | | The majority of director compensation is in the form of KVH common stock | | |
| | | ✔ | | | We have a strong pay-for-performance executive compensation philosophy | | |
| | | ✔ | | | We conduct annual non-binding “say on pay” votes regarding our executive compensation program | | |
| | | ✔ | | | We have a “double-trigger” requirement for executives to receive cash severance and equity vesting upon a change of control | | |
| | | ✔ | | | Our Compensation Committee is responsible for hiring any independent compensation consultant hired to assist with determining executive compensation | | |
| | | ✔ | | | We conduct annual board and committee self-assessments | | |
| | | ✔ | | | We prohibit short sales, transactions in derivatives, hedging, and pledging of KVH securities by our directors and named executive officers | | |
NON-BINDING SAY ON PAY VOTE
We are asking our stockholders to approve, in a non-binding vote, the compensation awarded to our named executive officers for 2025. The compensation committee of our board of directors oversees our executive compensation program, which is designed to motivate our executives to increase profitability and stockholder returns, to tie pay to performance effectively, and to compete effectively for and retain managerial talent. We are asking our stockholders to indicate their support for our named executive officer compensation. We believe that our executive compensation program was designed appropriately and is working to retain valuable members of management and to ensure that their interests are aligned with our stockholders’ interests to support long-term value creation.
This “say on pay” vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the compensation methodology described in this proxy statement. While this vote is advisory and not binding, the board and the compensation committee will consider the outcome of the vote, along with other relevant factors, when considering future executive compensation decisions.
Additional information regarding the non-binding “say on pay” vote may be found on pages 9 -11.
KVH Industries, Inc. 2026 Proxy Statement 2
2025 EXECUTIVE COMPENSATION HIGHLIGHTS
The 2025 compensation program for our named executive officers was comprised of three primary elements – base salary, cash-based incentive compensation and annual equity grants. We believe the compensation program for our named executive officers included key features that aligned the interests of our executives with KVH’s business strategies and goals as well as stockholders’ interests.
| | | What We Do | | | What We Don’t Do | | |
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| | | ✔ Offer competitive compensation that attracts and retains executive talent, including selective retention bonuses during periods of significant transition ✔ Seek to align the interests of our named executive officers with those of our stockholders and reward the creation of long-term value for KVH stockholders through equity grants comprising a significant portion of total target compensation ✔ Emphasize variable performance-based compensation, including equity compensation, over fixed compensation ✔ Align payout of annual incentives to drivers of stockholder value, such as adjusted service gross profit, adjusted product gross profit, recurring operating expenses and adjusted earnings before interest, taxes, depreciation, and amortization (“EBITDA”), less capital expenditures ✔ Balance the importance of achieving long-term strategic priorities and critical short-term goals linked to long-term objectives ✔ Align individual performance goals with our business strategy ✔ Cap incentive payments ✔ Benchmark compensation against that of a broad group of companies ✔ Implement a policy to recover erroneously awarded incentive compensation from our executive officers, regardless of fault or responsibility ✔ Impose minimum vesting periods of one year, with minor exceptions ✔ Require a “double trigger” for executives to receive cash severance and equity vesting upon a change of control | | | ✘ No tax gross-ups ✘ No guaranteed salary increases ✘ No evergreen provisions in our equity plan ✘ No “liberal share recycling” of restricted stock or other full-value awards under our equity plan ✘ No repricing of stock options or stock appreciation rights without stockholder approval ✘ No discounted stock options or stock appreciation rights ✘ No buyouts of stock options or stock appreciation rights without stockholder approval ✘ No “liberal” definition of change of control in our equity plan | | |
The mix of target compensation for our named executive officers for 2025 reflected the objectives of our executive compensation program, as shown in the chart. The percentages shown represent percentages of average total target compensation, not average total compensation, and as a result do not match the percentages calculable from total compensation reflected in the Summary Compensation Table on page 16. For 2025, fixed pay represents the sum of salary, holiday bonus, perquisites and discretionary bonuses; variable (“at risk”) pay represents equity awards and non-equity incentive plan compensation. For more information on the compensation of our named executive officers for 2025, see “Proposal 2 – Non-Binding Say on Pay Vote”.
Average NEO Compensation Mix(1)
(1)
This chart presents information for the named executive officers employed by KVH as of December 31, 2025.
3 KVH Industries, Inc. 2026 Proxy Statement
As in prior years, in 2025 we had a non-equity incentive compensation plan intended to reward our named executive officers for achievement of both individual and corporate performance goals. In determining the cash bonus awarded to each named executive officer for 2025, individual performance goals represented 20% of each named executive officer’s target bonus opportunity while the corporate performance goals represented the remaining 80% of each named executive officer’s target bonus opportunity.
The Compensation Committee determined that each of our named executive officers employed as of December 31, 2025 achieved 100% of their respective individual performance goals.
When reviewing corporate performance goals, the Compensation Committee evaluates thresholds set for each of (1) adjusted service gross profit, (2) adjusted product gross profit, (3) recurring operating expenses and (4) adjusted EBITDA, less capital expenditures. In February 2026, after assessing our corporate performance for 2025, the Compensation Committee determined that the company exceeded its corporate performance goals for each of adjusted service gross profit and adjusted product gross profit, but did not meet its corporate performance goals for recurring operating expenses and adjusted EBITDA, less capital expenditures. As a result, the Compensation Committee determined that 33% of the corporate performance goals for 2025 were achieved.
| | | Despite the failure to meet the 2025 corporate performance goals, the Compensation Committee exercised its discretion to award each of our named executive officers a full target bonus for 2025. As a result, our chief executive officer received a cash bonus equivalent to 90% of his base salary and each of our other named executive officers employed as of December 31, 2025, received a cash bonus equivalent to 50% of their respective base salaries. In determining the bonus to be awarded to each named executive officer, the Compensation Committee considered not only level of achievement against the corporate and individual performance targets for 2025, but also considered certain other achievements by the company during 2025. Such achievements included the successful sale of the company’s property in Middletown, Rhode Island, which generated meaning liquidity for the company; the completion of the acquisition of a maritime satellite service business of a satellite services provider operating in the Asia-Pacific region, which expanded the company’s customer base and geographic reach in the region; strong growth in LEO service revenue; and the achievement of three consecutive quarters of sequential service revenue growth, which represented a meaningful inflection point in the company’s strategic transition to a LEO-driven services business. As a result, the Compensation Committee deemed each named executive officer had achieved 100% of his or her target bonus opportunity with respect to corporate performance. In reaching this determination, the Compensation Committee recognized the importance of retaining key personnel in a challenging and competitive environment and recognized the efforts of each of the named executive officers. | | |
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KVH Industries, Inc. 2026 Proxy Statement 4
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.