Kvh Industries, Inc. · NASDAQ:KVHI
Kvh Industries — Proxy Contest (May 2021)
82 slides from Kvh Industries's proxy contest presentation, May 28, 2021
Slide 1: KVH Industries: On Course For Long-Term Value
KVH Industries: On Course For Long-Term Value May 2021
Slide 2: Table of Contents
2 Table of Contents I Executive Summary 3 II KVH Has the Right Strategy 14 III KVH is Delivering on Its Plan 27 IV KVH Has the Right Board and Its Nominees Add Value 34 V VIEX’s Nominees are Wrong For the KVH Board 45 VI Rebutting VIEX’s Claims 67 VII Conclusion 70 VIII Appendix 75
Slide 3: Executive Summary
Executive Summary
Slide 4: Executive Summary (1 of 2)
• KVH is executing on a strategy to drive growth and long-term shareholder value by focusing on three priorities: 1) Accelerating our AgilePlans subscription offering, 2) Commercializing our Photonic Integrated Chip (PIC) technology, and 3) Investing in our KVH Watch Internet of Things (IoT) platfor
Slide 5: Executive Summary (2 of 2)
Executive Summary (2 of 2) • With the election of KVH’s two new nominees, four of our six independent directors will have been added since the beginning of 2020 – including one as part of our engagement with ~9% shareholder Vintage Capital • Following the addition of Ms. Hernandez and Ms. Martine, h
Slide 6: KVH Company Overview
KVH Company Overview Revenue By Segment (2020)1 KVH is a Leading Provider of Cutting-Edge Maritime Communications and Inertial Navigation Technology for Commercial, Consumer and Military Use • Founded in 1982 • Headquartered in Middletown, RI, with more than a dozen offices worldwide • KVH has two m
Slide 7: Mobile Connectivity Segment Overview
Mobile Connectivity – Revenue by Segment (2020)1 Hardware Airtime Content 7 Mobile Connectivity Segment Overview • AgilePlans is a novel subscription model providing Connectivity as a Service (CaaS) – hardware, airtime, content, installation, and maintenance – for one monthly fee • KVH Link and KVH
Slide 8: Inertial Navigation Segment Overview
8 Inertial Navigation Segment Overview 37% 63% Inertial Navigation - Revenue by Segment (2020)1 TACNAV & Other FOG / IMU 1 KVH Industries, Q4/YE 2020 Investor Presentation (March 31, 2021). • KVH makes guidance and stabilization equipment – Fiber Optic Gyros (FOGs), Inertial Measurement Units (IMUs)
Slide 9: Long-Term Strategy Will Create Profitable Growth
9 We Believe Our Long-Term Strategy Will Create Profitable Growth Further Commercialize PIC • Autonomous Everything market is growing – $505M by 2025 for high-end sensors2 • PIC technology will be fully commercialized across full line of KVH FOG products by Q3 2021 • PIC technology will enable small
Slide 10: KVH Has Outperformed Relevant Peers Over the Past Year
37% -20% 0% 20% 40% 60% 80% 100% 5/21/20 8/21/20 11/21/20 2/21/21 5/21/21 One Year Total Shareholder Return1 KVH Proxy Peers ISS Peers 46% KVH Has Outperformed Relevant Peers Over the Past Year Strong Shareholder Returns of 66% Over the Past Year and 29% YTD Reflect the Positive Momentum in the Busi
Slide 11: The Board Has Been Actively Refreshed
11 The Board Has Been Actively Refreshed In early 2021, the Board engaged a leading independent director search firm to identify candidates for the Board Stan Honey2 Mark Ain2 Cielo Hernandez1 Cathy-Ann Martine-Dolecki1 Bruce Ryan Danelle Barrett Robert Tavares* DIRECTORS LEAVING DIRECTORS JOINING W
Slide 12: Our 2021 Nominees Bring Relevant and Complementary Expertise
Cielo Hernandez • CFO of XL Fleet Corp, a leading provider of fleet electrification solutions for commercial vehicles in North America • Previously served as Vice President and CFO for the North America region at A.P. Moeller-Maersk A/S, the largest container shipping line and vessel operator in the
Slide 13: VIEX's Nominees Are the Wrong Choice
13 VIEX’s Nominees Are the Wrong Choice x Mr. Mutch has deep connections to Mr. Singer, having served on boards with or been nominated as a director candidate by Mr. Singer at least seven times4, including at a recent campaign in an entirely different industry (Leaf Group) x Mr. Mutch appears to hav
Slide 14: KVH Has the Right Strategy
KVH | Has the Right Strategy
Slide 15: KVH Has Successfully Navigated Challenging Industry Conditions
325% 86% 21% -26% -37% -44% -80% -89% -100% 15 KVH Has Successfully Navigated Challenging Industry Conditions • The COVID-19 pandemic presented significant challenges to the maritime industry and the marine satellite/communications market in particular: boatyards, marinas and boat manufacturers clos
Slide 16: Recent Performance Shows Progress Despite the Pandemic
$36.6 $42.3 $30.0 $40.0 $50.0 Revenue Q1 2020 Q1 2021 16 Recent Performance Shows Progress Despite the Pandemic KVH leadership managed and executed through the COVID challenge better than many peers to deliver growth due to: • A diversified and sustainable business strategy; cruise and media busines
Slide 17: Long-Term Strategy Will Create Profitable Growth
17 We Believe Our Long-Term Strategy Will Create Profitable Growth Further Commercialize PIC • Autonomous Everything market is growing – $505M by 2025 for high-end sensors2 • PIC technology will be fully commercialized across full line of KVH FOG products by Q3 2021 • PIC technology will enable smal
Slide 18: The AgilePlans Opportunity is Massive
18 The AgilePlans Opportunity is Massive • Overall maritime VSAT market is large and growing, with fishing / commercial the two highest potential areas • AgilePlans has improved margins, with mini-VSAT Broadband service margins at ~33.8% in 1Q21 from ~32.1% in 1Q20 and are expected to continue to im
Slide 19: The Shift Towards Recurring CaaS Revenue
19 The Shift Towards Recurring CaaS Revenue • KVH is increasingly focused on recurring Connectivity as a Service revenue • The growth of AgilePlans has benefits to our bottom line as we move more customers to a subscription model Mobile Connectivity Service vs. Product Revenues1 1 KVH Industries, Q4
Slide 20: HTS Network Migration Will Improve Bottom Line
+56% HTS network airtime revenue 20 HTS Network Migration Will Improve Bottom Line -$5M Annual network operating expenses • KVH provided incentives to migrate customers from legacy network to new global HTS network • New network offers customers more affordable data, faster speeds and greater versat
Slide 21: KVH Has Reinvented Inertial Technology with PIC
21 KVH Has Reinvented Inertial Technology with PIC Further Commercialize PIC 2 Goal is to Update All Inertial Navigation Systems and FOGs with ‘PIC Inside’ and be Fully Commercialized by Q3 – While Simultaneously Seizing Significant Autonomous Opportunity • Patented Photonic Integrated Chip (PIC) te
Slide 22: KVH's Innovation in Inertial Navigation Has Competitive Advantage
KVH’s Innovation in Inertial Navigation has a Significant Competitive Advantage KVH’s points of difference set its technology apart from competitors 22 1 Includes all issued domestic and international FOG-related patents. Competitive Forces Further Commercialize PIC 2 Know- How Critical Patents Key
Slide 23: PIC Positions KVH to Benefit from the Autonomous Wave
Market Place Segment KVH FOG Commercial Target Segments Sub- Segment Driverless Car Autonomous Trucking Package Delivery Ground & Air UAV Mining Shuttles & People Movers Construction Agriculture Mapping & Surveying Robotics Pipeline Platform Stabilization Example Target Customers Positioning Automot
Slide 24: KVH Watch Can Transform IoT Connectivity at Sea
24 KVH Watch Can Transform IoT Connectivity at Sea IoT Connectivity as a Service Invest in KVH Watch IoT 3 KVH Watch Unlocks Extensive Benefits of IoT for Maritime Market and Leverages Successful AgilePlans Subscription Business Model • IoT is a nascent maritime connectivity segment, and there is ex
Slide 25: Maritime IoT Opportunity is Expansive
25 Maritime IoT Opportunity is Expansive KVH Watch Target Segments IoT Connectivity that Enables Digital Services in the Maritime Industry Energy & Propulsion Navigation Automation Green Systems (Water / Air) Cargo Handling Crew & Passenger Equipment Manufacturers IoT Service Companies VPO (Vessel P
Slide 26: KVH's Board Has Been Open to Changes in Business Configuration
Source: KVH Press Release (May 13, 2019). 26 KVH’s Board Has Been Open to Changes in Business Configuration KVH’s Board has consistently been willing to look at monetizing assets for full value: • In 2019, divested Videotel training business for $90M in order to reallocate capital to focus on higher
Slide 27: KVH is Delivering on Its Plan
KVHI is = Delivering. on.lts Plan
Slide 28: KVH's TSR Has Been Competitive Relative to Peers
86% 75% 75% 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% ISS Peers Median Proxy Peers Median 29% 61% 31% 0% 10% 20% 30% 40% 50% 60% 70% ISS Peers Median Proxy Peers Median 29% 9% 19% 0% 5% 10% 15% 20% 25% 30% ISS Peers Median Proxy Peers Median 66% 46% 37% 0% 10% 20% 30% 40% 50% 60% 70% ISS Peers Median P
Slide 29: AgilePlans Is Growing and Our Revenue Mix Is Shifting
29 AgilePlans Is Growing and Our Revenue Mix Is Shifting • AgilePlans has now grown to account for a significant portion of Mobile Connectivity revenue • AgilePlans revenue was up 48% in Q1 20211 and 53% YoY Q4 20202 • AgilePlans represented 84% of total commercial maritime mini- VSAT Broadband ship
Slide 30: A Strong Balance Sheet
30 A Strong Balance Sheet …unlike many highly-levered satellite services companies, KVHI has $39M in cash and negative net debt (-$32M) and can choose how to put the battleship balance sheet to work.”1 1 Raymond James, Reiterate Outperform, Raise PT to $16; Improving Margins and Macros Drive LT Cash
Slide 31: On the Right Path to Top-Line and Bottom-Line Growth
31 On the Right Path to Top-Line and Bottom-Line Growth • After significant recent investment in R&D and AgilePlans, KVH is poised for profitable growth • EBITDA is projected to grow rapidly as revenue increases Low Double-Digit revenue CAGR 300-500 BPS gross margin expansion Mid-Teens1 EBITDA margi
Slide 32: Analyst Support For KVH's Direction
32 Analyst Support For KVH’s Direction We reiterate Outperform rating on KVHI and raise target price to $16, from $15, after 1Q21 results helped by the completion of a large TACNAV order announced in 2Q20, and with a possible end in sight for the maritime industry's COVID-19 headwinds.”1 KVHI is dri
Slide 33: We know we still have work to do – particularly in terms of steadily
We know we still have work to do – particularly in terms of steadily increasing profitability. But we also believe our progress is undeniable, and that our current strategy has positioned us to deliver significant shareholder value.
Slide 34: KVH Has the Right Board and Its Nominees Add Value
KVH Has the Right Board and Its Nominees Add Value
Slide 35: The Board Has Been Actively Refreshed
35 The Board Has Been Actively Refreshed In early 2021, the Board engaged a leading independent director search firm to identify candidates for the Board Stan Honey2 Mark Ain2 Cielo Hernandez1 Cathy-Ann Martine-Dolecki1 Bruce Ryan Danelle Barrett Robert Tavares* DIRECTORS LEAVING DIRECTORS JOINING W
Slide 36: Recent Additions to Our Board Bring Important New Perspectives
36 Recent Additions to Our Board Bring Important New Perspectives • Former Rear Admiral Danelle Barrett was elected to our Board in June 20201 • As Former Cybersecurity Division Director and Deputy Chief Information Officer of the U.S. Navy responsible for the Navy’s global cybersecurity strategy an
Slide 37: Our 2021 Nominees Bring Relevant and Complementary Expertise
Cielo Hernandez • CFO of XL Fleet Corp, a leading provider of fleet electrification solutions for commercial vehicles in North America • Previously served as Vice President and CFO for the North America region at A.P. Moeller-Maersk A/S, the largest container shipping line and vessel operator in the
Slide 38: Highly-Experienced, Diverse Board of Directors
Martin Kits van Heyningen With Our New Additions KVH Will Have a Highly-Experienced, Diverse Board of Directors Director Since 1982 • Current President, CEO and Chairman of the Board • Founder of KVH • Executed significant product innovation, service innovation and business model innovation at KVH N
Slide 39: Our Board Has Complementary Skills
39 Our Board Has Complementary Skills 2021 Nominees Continuing Directors Navigation ✓ ✓ ✓ 3 Software/Telecommunications ✓ ✓ ✓ ✓ ✓ 5 Engineering/Science/Technology ✓ ✓ ✓ ✓ 4 Sales/Marketing ✓ ✓ ✓ 3 Finance/Accounting ✓ ✓ 2 Strategy ✓ ✓ ✓ ✓ ✓ ✓ ✓ 7 Organizational Leadership ✓ ✓ ✓ ✓ ✓ ✓ ✓ 7 Diversity ✓
Slide 40: Our Board Is Economically Aligned with Shareholders
7.4% 5.7% 0.1% 9.1% 0.0% 2.0% 4.0% 6.0% 8.0% 10.0% 12.0% 14.0% 16.0% 18.0% KVH's Continuing Directors Eric Singer (VIEX Capital) John Mutch 40 Our Board Is Economically Aligned with Shareholders 1 KVH Industries Definitive Proxy Statement (May 17, 2021). KVH Beneficial Ownership (% of Shares Outstan
Slide 41: KVH Is Committed to Good Corporate Governance
41 KVH Is Committed to Good Corporate Governance ✓ Three of our six independent directors will be women after the annual meeting, if our candidates are elected ✓ Six of our seven directors are independent ✓ Strong lead independent director to serve as a liaison between independent directors and Chai
Slide 42: Management Team
Martin Kits van Heyningen Roger Kuebel Brent Bruun Felise Feingold Current President, CEO and Chairman of the Board • Founded KVH in 1982 • Start-up mentality with a significant focus on innovation, specifically studying markets and talking to our customers • Inventor of KVH’s first product, the wor
Slide 43: Compensation Plan is Aligned with Long-Term Strategy and Performance
Compensation Plan is Aligned with Long-Term Strategy and Performance 37% 23% 40% Salary, Holiday Bonus, & Perquisites Annual Incentive ("At-Risk") Long-Term Equity Incentives ("At-Risk") Average NEO Compensation Mix • 63%1 of NEO compensation is at-risk and tied to important drivers of shareholder v
Slide 44: KVH Protected Jobs During the Pandemic
44 KVH Protected Jobs During the Pandemic 1 New York Times, Pay Cuts Become a Tool for Some Companies to Avoid Layoffs (May 24, 2020). Permission to use quotation neither sought nor obtained. Emphasis added to quotation. Martin. A. Kits van Heyningen, chief executive of KVH Industries, decided to cu
Slide 45: VIEX's Nominees Are Wrong For the KVH Board
VIEX’s Nominees Are Wrong For the KVH Board
Slide 46: VIEX's Nominees Are the Wrong Choice
46 VIEX’s Nominees Are the Wrong Choice x Mr. Mutch has deep connections to Mr. Singer, having served on boards with or been nominated as a director candidate by Mr. Singer at least seven times4, including at a recent campaign in an entirely different industry (Leaf Group) x Mr. Mutch appears to hav
Slide 47: Mr. Singer and Mr. Mutch Have Abysmal Track Records as Directors
47 Mr. Singer and Mr. Mutch Have Abysmal Track Records as Directors Eric Singer’s TSR vs. S&P 500 During Board Tenure1,2 Median TSR During Board Tenure vs. S&P 5001 1 Source: FactSet and company filings. Data as of May 21, 2021. 2 Eric Singer’s boards include all boards on which he has served during
Slide 48: VIEX Has Shown a Troubling Disregard for Boardroom Diversity
48 VIEX Has Shown a Troubling Disregard for Boardroom Diversity Eric Singer John Mutch Stephen Domenik Mark Bonney Raghu Rau Mike McConnell Franz Fink Camillo Martino Dale Fuller Clifford Press Richard Bloom Brian Kelley Bradley Radoff Joshua Schechter Elias Nader Edward Braun Richard Faubert John K
Slide 49: Eric Singer, Potomac Capital and PLX Technology: A Telling Judgment
49 Eric Singer, Potomac Capital and PLX Technology: A Telling Judgment In 2013, Potomac Capital Partners, co-managed by Eric Singer, nominated 5 directors to the PLX Technology Board of Directors 1 Potomac Capital’s Letter to the PLX Technology Board of Directors (January 15, 2013). Permission to us
Slide 50: Eric Singer, Potomac Capital and PLX Technology, Continued
Eric Singer, Potomac Capital and PLX Technology: A Telling Judgment, Continued • As PLX had predicted, once seated on the Board, Mr. Singer was appointed Chair of a Special Committee formed to explore strategic alternatives and aggressively campaigned for the company to sell itself to Avago (now Bro
Slide 51: Mr. Singer's Conduct at PLX Falls Well Short of Our Standards
51 Mr. Singer’s Conduct at PLX Falls Well Short of Our Standards Whipple: Singer “routinely threatened management and board members that he was going to sue them individually . . . if they didn't do what he wanted them to do”1 Schmitt: Singer “threatened . . . lawsuits all the time. That was his mod
Slide 52: Mr. Singer Was Found to Have Breached His Duties
52 Mr. Singer Was Found to Have Breached His Duties The Delaware Chancery Court Concluded That Eric Singer Breached His Fiduciary Duty of Loyalty to the PLX Shareholders When He “Fatally Undermined the Sale Process”1 In my view, by withholding this information from the rest of the Board, Singer brea
Slide 53: Decision Echoes Our Board's Concerns Regarding Mr. Singer
The Chancellor’s opinion in the PLX case echoes many of the concerning themes from Singer’s conduct at KVH: 53 The Decision Also Echoes Many of Our Board’s Concerns Regarding Mr. Singer Potomac’s internal communications show that Singer had no meaningful ideas other than selling the Company. […] As
Slide 54: Delaware Law Watchers Noted Mr. Singer's Extraordinary Censure
54 Delaware Law Watchers Noted Mr. Singer’s Extraordinary Censure 1 Richard Brand, et al., Delaware Court of Chancery Finds Director Breaches of Fiduciary Duty and Aiding and Abetting Liability for Activist Investor in Shareholder Class Action Suit, Cadwalader Clients & Friends Memo, Nov. 19, 2018.
Slide 55: Delaware Law Watchers Noted Mr. Singer's Extraordinary Censure, Continued
55 Delaware Law Watchers Noted Mr. Singer’s Extraordinary Censure, Continued 1 Meredith E. Kotler, et al., Delaware Decision Provides Further Lessons for Directors, Activist Investors, and Financial Advisors in Negotiating Mergers, Cleary M&A and Corporate Governance Watch, Oct. 17, 2018. Permission
Slide 56: Other Companies Have Shared Our Concerns Regarding Mr. Singer and VIEX
56 Other Companies Have Shared Our Concerns Regarding Mr. Singer and VIEX The Velodyne Lidar Board prides itself on its commitment and adherence to sound corporate governance, seeking highly qualified, independent and diverse directors. The Halls have put forward a candidate in Eric Singer who the B
Slide 57: Mr. Singer Does Not Practice What He Preaches On Governance
57 Mr. Singer Does Not Practice What He Preaches On Governance Before Mr. Singer’s Tenure After Mr. Singer’s Tenure Plurality Voting Standard ✓ ✓ No Action by Written Consent ✓ ✓ No Ability to Call Special Meetings ✓ ✓ No Proxy Access ✓ ✓ Supermajority Required to Amend Bylaws ✓ ✓ Women on Board 3 0
Slide 58: Mr. Singer Improved Governance at Quantum When Required
58 Mr. Singer Improved Governance at Quantum… When Required to Do So as Part of a Settlement “Quantum is to change its corporate governance to settle a lawsuit that alleged breaches of fiduciary duty. …[T]he defendants were ex-CFO Fuad Ahmad, ex-CEO Jon Gacek, ex-CEO Adalio Sanchez, and former board
Slide 59: Mr. Mutch, a Trusted Ally of Mr. Singer, Is Not Independent of VIEX
59 We Believe Mr. Mutch, a Trusted Ally of Mr. Singer and a Serial VIEX Nominee, is Not Independent of VIEX Acquired by Nominated, not elected Activist campaign (current or previous) Board member (current or previous) In the past 5 years… Mr. Mutch has served on boards with or been nominated by VIEX
Slide 60: VIEX Made No Meaningful Attempt to Engage Prior to Proxy Contest
60 2020 2021 November 6, 2020 VIEX speaks with KVH for the 1st time with interim CFO Brent Bruun and Mr. Singer substantially overstated the size of VIEX’s ownership stake January 14, 2021 VIEX nominates two candidates January 18, 2021 KVH speaks with Mr. Singer for 2nd time (1st time with the Board
Slide 61: VIEX Recruited a Wolfpack to Apply Pressure
61 Rather Than Engage Constructively, VIEX Recruited a “Wolfpack” to Apply Pressure November 2020 December January 2021 February March April May 5 6 121318232527 4 9 14171821222831 4 5 8 13 14 26 28 29 1 2 3 4 8 25 26 3 4 5 16 17 19 22 23 24 25 26 29 30 31 1 5 6 7 8 9 12 13 15 16 19 20 23 27 28 29 3
Slide 62: VIEX May Have Disregarded Its 13D Filing Obligations
62 We Believe VIEX May Have Disregarded Its 13D Filing Obligations Ownership of VIEX 13D Group Constituents (% of Shares Outstanding)2 Constituents Are Above 5% Threshold Without 13D Disclosure • Section 13(d) of the Exchange Act generally requires a person or group who is the beneficial owner of mo
Slide 63: Peter Shaper's Growing Involvement with VIEX Raises Questions
Peter Shaper’s Growing Involvement with VIEX Raises Questions 63 January 4, 2021, VIEX delivers its notice of intent to nominate Mr. Mutch and Mr. Singer for election to the KVH Board. This notice does not include any mention of VIEX’s relationship with Mr. Shaper November 2020 through April 2021, t
Slide 64: Peter Shaper's Troubling Record
Peter Shaper’s Troubling Record • Mr. Shaper became CEO of Speedcast International, a provider of remote communications and IT services, in February 2020 • Speedcast filed for Chapter 11 bankruptcy in April 2020 while Mr. Shaper was still CEO • In December 2020, Speedcast’s proposed reorganization p
Slide 65: VIEX Rejected KVH's Attempts to Settle
65 VIEX Rejected KVH’s Attempts to Settle VIEX’s Counteroffer: VIEX’s Counteroffer: VIEX’s Counteroffer: • Engage Peter Shaper as a consultant • VIEX to participate in the announcement of two new, diverse nominees • Stan Honey to stand for re-election at Annual Meeting • No standstill, voting or oth
Slide 66: Our Nominees Are Superior to VIEX's Nominees
66 Our Nominees Are Superior to VIEX’s Nominees KVH’s Nominees VIEX’s Nominees Experience/Qualifications Cielo Hernandez Cathy-Ann Martine-Dolecki Eric Singer John Mutch Engineering/Science/Technology Experience ✗ ✓ ✗ ✓ Finance/Accounting Experience ✓ ✗ ✓ ✗ Software/Telecommunications Operating Expe
Slide 67: Rebutting VIEX's Claims
Rebutting VIEX’s Claims
Slide 68: VIEX's Claims Are False
68 VIEX’s Claims Are False VIEX’S CLAIM REALITY “[W]e embrace and welcome the addition of two new, diverse candidates…”1 • VIEX has only publicly nominated one woman in its entire history, which includes 37 public nominations • Only one woman (Mary Dotz) serves on Mr. Singer’s two current public com
Slide 69: VIEX's Claims Are False, Continued
69 1 VIEX Definitive Proxy Statement, (May 17, 2021). 2 VIEX Capital Letter to Shareholders, (May 20, 2021). 3 Companies include: A10 Networks, Inc., Immersion Corporation, Quantum Corporation, RhythmOne plc, YuMe, Inc., Support.com, Inc., Numerex Corp., TigerLogic Corporation, IEC Electronics Corp.
Slide 70: Conclusion
> Conclusion
Slide 71: The Question for Shareholders
Should VIEX Capital – which first invested in KVH roughly six months ago and has not put forward even a single suggestion for improving the Company – be able to substitute a director with a troubling past and his close colleague for two exceptional, new directors? 71 The Question for Shareholders
Slide 72: Conclusion
72 Conclusion • Our positive momentum – as evidenced by recent outperformance of peers and strong first quarter results – is sustainable and will be bolstered by our ability to be a disruptor in large, growing markets • The Company has been working towards a shift to more recurring revenue and CaaS
Slide 73: Important Information
73 Important Information Additional Information and Where to Find It The Company has filed a definitive proxy statement and a form of associated BLUE proxy card with the U.S. Securities and Exchange Commission (the “SEC”) in connection with the solicitation of proxies for the Company’s 2021 Annual M
Slide 74: Contact Information
74 Contact Information If you have any questions, require assistance in voting your BLUE proxy card / BLUE voting instruction form, or need additional copies of the proxy materials, please call: Edward McCarthy (212) 269-5550 KVH@dfking.com Vote FOR ALL of KVH’s nominees to support a Board that is o
Slide 75: Appendix
Appendix
Slide 76: Eric Singer at Support.com: Promises Made, but Not Kept
76 Eric Singer at Support.com: Promises Made, but Not Kept 1 VIEX Capital Letter to Support.com Shareholders,(May 17, 2016). 2 VIEX Capital Investor Presentation (June 7, 2016). 3 Support.com Press Release, Support.com to Explore Capital Allocation Alternatives (November 8, 2019). 4 Support.com Pres
Slide 77: Eric Singer at Support.com: A Case Study in Value Destruction
77 Eric Singer at Support.com: A Case Study in Value Destruction ($25.0) ($20.0) ($15.0) ($10.0) ($5.0) $0.0 $5.0 $10.0 $15.0 Support.com Enterprise Value During Singer's Tenure2 Negative enterprise value suggests the market does not approve this leadership’s long-term plan and further losses are ex
Slide 78: Non-GAAP Information
78 Non-GAAP Information This presentation includes a range for KVH’s estimated Adjusted EBITDA margin over the mid-term. Adjusted EBITDA margin represents Adjusted EBITDA for a period divided by revenue for that period. Adjusted EBITDA represents net income or loss, calculated in accordance with GAA
Slide 79: Proxy Peer Group Overview
79 Proxy Peer Group Overview Our Board developed our Proxy Peer Group in consultation with Aon as part of the Board’s executive compensation review. We have referred to this list in our proxy statement1 previously, although we have only noted that we use it for compensation benchmarking purposes; we
Slide 80: ISS Peer Group Overview
80 ISS Peer Group Overview The ISS Peer Group was used in KVH’s 2020 ISS report. The ISS peer group methodology “focuses on identifying companies that are roughly similar to the subject company in terms of industry profile, size and market capitalization.”1 ISS peer groups generally contain a minimu
Slide 81: Public Satellite/Communications Peer Group Overview
81 Public Satellite/Communications Peer Group Overview Our Public Satellite/Communications Peer Group is comprised of the non-inertial navigation competitors and suppliers as listed in KVH’s 2020 10-K.1 We use this list on page 15 of this Investor Presentation specifically to highlight the fact that
Slide 82: Slide 82