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KVH Industries Publishes Q&A with Director Nominees Cielo Hernandez and Cathy-Ann Martine-Dolecki

KVH Industries, Inc. (Nasdaq: KVHI), today published a Q&A with its two director nominees, Cielo Hernandez and Cathy-Ann Martine-Dolecki, in connection with the Company’s upcoming annual meeting of shareholders to be held on June 17, 2021.

KVH’s Nominees in Their Own Words

How do you think your industry experience would benefit KVH if you are elected?

Cielo: I have held leadership roles in areas where KVH directly operates. I know the maritime sector well – I served as a regional CFO at Maersk. They are the largest global container shipping line and vessel operator in the world. There are real challenges for these companies in adopting new technology, and KVH needs to overcome that reluctance and those pain points. I also worked at DIRECTV, and the satellite television business is another key area for KVH. In addition, I spent time at Amcor, a global public manufacturing company, where I was able to lead strategic initiatives in both commercial and operational discipline across multiple countries. Having lived in these worlds will give me a leg up when it comes to helping the management team deliver and exceed shareholder expectations and contributing quickly.

Cathy: I completely agree that there is no substitute for having worked in these markets and with these technologies. I spent the bulk of my career as an executive for AT&T, ultimately running and growing a $25 billion global business focused on large enterprise clients. So, I know telecom. A key part of KVH’s go-forward strategy is moving towards a blended 5G hybrid solution. This is an area where I can add real value, particularly in terms of looking at where there might be telecom partnerships that could help KVH grow by entering adjacent markets.

Cielo: One other thing I want to mention is that I would bring a truly international perspective. KVH is a global company, and hopefully will continue to expand in non-US markets. I am from Colombia and have worked all over the world. I think the relationships I have built by doing business internationally may be beneficial for KVH.

What would you initially focus on, and what areas at KVH might you look to improve?

Cathy: I am an operator. KVH has a great strategy, great products and is in great markets. Now it has to scale and do so profitably without sacrificing its investment in technology and innovation. Everything else is secondary. I have real world experience executing this type of growth playbook and would be able to help guide and oversee the execution at KVH. For me, this would include looking closely at everything from the business configuration to costs and rightsizing where needed. I would also want to examine the company’s corporate governance structure and advocate for changes to that where necessary.

Cielo: As a public company CFO, I would take a hard look at the financials and operational metrics of the Company and assess whether there are things we are doing that we need to change. Is our capital structure and capital allocation where it should be? Are there things we could be doing more proactively and efficiently to reduce costs, particularly on the corporate side? Are there opportunities in the market to consolidate the industry? Most importantly, are we doing everything we can for shareholders – not only to ensure they get a strong return but to also help them understand and monitor our progress when it comes to disclosure and metrics? These are all questions I would ask on day one – and keep asking and pressing for change on until I am satisfied with where we are.

What is your response to the criticism that you have not been a public company board member before? Or in Cathy’s case, only for a short period of time?

Cielo: I respect everyone’s opinions but here is the reality: I have been a CFO at multiple public companies. I have spent countless hours working with and presenting to boards. I know how public company boards work. I have been on the boards of multiple private organizations and a well-known university foundation. I am a strategic executive and I know how to transform the organizations, ask the right questions, and focus on the right problems. I will not hesitate to speak up, challenge management and make them accountable for the results.

Cathy: My answer here is similar to Cielo’s. I have dealt with boards my whole career. I have also been on private equity boards. I ran a business at AT&T roughly 100 times as big as KVH in terms of revenue. My integrity has never been questioned and I understand how to generate shareholder value. Frankly, anyone who really questions my ability to serve as a director just isn’t looking at the facts.

Our Nominees Are the Right Choice

Our Board is confident that Ms. Hernandez and Ms. Martine have the right skill sets and independent perspectives to add value at KVH. We are also confident that they are both high-integrity individuals who will always put the best interests of the Company and all shareholders ahead of their own.

Unfortunately, the same cannot be said for the VIEX nominees, given Eric Singer’s past performance and conduct as a public company director and John Mutch’s inextricable professional ties to him (having served on board with or being nominated as a director candidate by Mr. Singer at least seven times).1 Mr. Singer has served on the boards of 12 public companies in the last decade, and each one of those companies underperformed the S&P 500 and the Russell 3000 during his tenure.2 Mr. Singer also has the rare distinction of having been found by the Delaware Chancery Court of having breached his fiduciary duty of loyalty by purposefully withholding material information from his fellow directors, and deposition testimony from that case indicated that he threatened and bullied his fellow directors while demonstrating a shallow knowledge of the company and offering no suggestions for creating shareholder value.3,4 Notably, Mr. Singer’s response to being confronted with his history as a director is to attempt to diminish the holding of the most important business court in the United States and hide under the veil of procedural technicalities. We find it extremely telling that he has not directly denied these allegations. These types of individuals and their associates are not the right directors to help create value for shareholders on the KVH Board.

The leading proxy advisory firm, Institutional Shareholder Services (“ISS”), found that our strategy is working and recommended shareholders vote for both our nominees. In our view, now is not the time to disrupt the Company’s positive momentum by supporting VIEX’s self-serving campaign.

We encourage all shareholders to vote on the BLUE proxy card today to elect Cielo Hernandez and Cathy-Ann Martine-Dolecki.
Source: KVH Industries

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