Use these links to rapidly review the document
TABLE OF CONTENTS

Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No.    )

Filed by the Registrant ý

Filed by a Party other than the Registrant o

Check the appropriate box:

ý
 
Preliminary Proxy Statement

o
 
Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

o
 
Definitive Proxy Statement

o
 
Definitive Additional Materials

o
 
Soliciting Material under Rule 14a-12

 

KVH INDUSTRIES, INC.
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

ý
 
No fee required.

o
 
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
    (1)   Title of each class of securities to which transaction applies:
         
    (2)   Aggregate number of securities to which transaction applies:
         
    (3)   Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
         
    (4)   Proposed maximum aggregate value of transaction:
         
    (5)   Total fee paid:
         

o
 
Fee paid previously with preliminary materials.

o
 
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 
 
(1)
 
Amount Previously Paid:
         
    (2)   Form, Schedule or Registration Statement No.:
         
    (3)   Filing Party:
         
    (4)   Date Filed:
         

Table of Contents


Explanatory Note

This preliminary proxy statement is being filed solely to revise the SEC form type within the submission information header from "PRE 14A" to "PREC14A." The text of this preliminary proxy statement is unchanged from the preliminary proxy statement filed with the Securities and Exchange Commission on May 3, 2021.

Table of Contents

GRAPHIC

Table of Contents

LOGO

KVH Industries, Inc.
50 Enterprise Center
Middletown, RI 02842

[    ·    ], 2021

Dear Fellow Stockholder:

We are pleased to invite you to attend KVH Industries, Inc.'s ("KVH") 2021 Annual Meeting of Stockholders (the "Annual Meeting"), which will take place on [    ·    ], 2021 at [    ·    ] local time at our world headquarters at 50 Enterprise Center, Middletown, Rhode Island 02842. As part of our COVID-19 precautions, the Annual Meeting may be held solely by means of remote communication rather than in person. We are monitoring the public health, travel, business, and social gathering concerns of our stockholders and employees in light of the ongoing COVID-19 pandemic, as well as any related restrictions and protocols by federal, state, and local governments. If we determine to hold the Annual Meeting by means of remote communication, we will announce the decision to do so in advance and provide details on how to participate in a press release issued by KVH and posting on our website at www.kvh.com. We will also file definitive additional solicitation materials with the Securities and Exchange Commission.

Two of our directors, Mark S. Ain and Stanley K. Honey, are expected to conclude their service on the Board at the Annual Meeting. We thank Mark and Stan for their many years of valuable service and are grateful for their innumerable contributions to KVH.

Your vote will be especially important this year. As you may be aware, VIEX Capital Advisors, LLC and certain of its affiliates (collectively, "VIEX") have notified KVH that VIEX intends to nominate a slate of two nominees for election as directors at the Annual Meeting in opposition to the director nominees recommended by our Board of Directors. As a result, you may receive solicitation materials, including a white proxy card, from VIEX seeking your proxy to vote for VIEX's nominees. Our Board does NOT endorse VIEX's nominees and recommends that you vote FOR each of the nominees proposed by the Board.

As further described in the accompanying proxy statement, because VIEX's nominees have failed to provide certain eligibility information as required by the Company's by-laws, our Board has determined that VIEX's nominees are not eligible to stand for election at the Annual Meeting. Accordingly, at the direction of our Board, the person presiding at the Annual Meeting intends to disregard any attempted nomination of VIEX's nominees, and any votes with respect to VIEX's nominees will not be counted at the Annual Meeting.

We encourage you to read the accompanying proxy statement carefully and to vote – regardless of the size of your share holdings – in accordance with the Board's recommendations on each proposal. Every vote is important, and your participation helps us do a better job of listening and acting on what matters to you as a stockholder. Please vote by completing, signing, and dating the enclosed BLUE voting instruction form or BLUE proxy card and returning it in the enclosed, postage-paid envelope furnished for that purpose. You can also vote over the Internet or by telephone by following the instructions provided on the enclosed BLUE voting instruction form or BLUE proxy card.

If you have any questions or need assistance with voting your BLUE voting instruction form or BLUE proxy card, please contact the firm assisting our Board in the solicitation of proxies:

D.F. King & Co., Inc.
48 Wall St FL 23, New York, NY, 10005-2922
Banks and brokers may call collect at (212) 269-5550
All others may call toll-free at (800) 488-8095
Email: KVH@dfking.com

On behalf of all of us at KVH, we want to thank you for your continued support and ownership of KVH. I hope you will be able to join us at the Annual Meeting.

              Sincerely,

    
 
    
 
GRAPHIC

    
 
    
 
Martin A. Kits van Heyningen
President, Chief Executive Officer and Chairman of the Board of Directors

Table of Contents

LOGO

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Date and Time:   [·], 2021 at [·], Eastern Time

Venue:
 
Offices of KVH Industries, Inc., 50 Enterprise Center, Middletown, Rhode Island 02842

 
 
As part of our COVID-19 precautions, the annual meeting may be held solely by means of remote communication rather than in person. We are monitoring the public health, travel, business, and social gathering concerns of our stockholders and employees in light of the ongoing COVID-19 pandemic, as well as any related restrictions and protocols by federal, state, and local governments. If we determine to hold the annual meeting by means of remote communication, we will announce the decision to do so in advance and provide details on how to participate in a press release issued by KVH and posting on our website at www.kvh.com. We will also file definitive additional solicitation materials with the Securities and Exchange Commission.

Items of Business:
 
Proposal 1: To elect two nominees as Class I directors for a three-year term expiring in 2024;

 
 
Proposal 2: To approve, on an advisory (non-binding) basis, the compensation of our named executive officers; and

 
 
Proposal 3: To ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for 2021.

 
 
These items of business are more fully described in the proxy statement accompanying this notice. The Company will also transact such other business as may properly come before the annual meeting or any adjournment or postponement of the meeting.

Record Date:
 
Our Board of Directors has fixed the close of business on [·], 2021 as the record date for the determination of the stockholders entitled to receive notice of, and to vote at, the annual meeting and any adjournment of the meeting. Only stockholders of record on [·], 2021 are entitled to receive notice of, and to vote at, the annual meeting or any adjournment of the meeting.

Voting:
 
Your vote is very important. Regardless of whether you plan to attend the annual meeting, we hope that you will read the accompanying proxy statement and vote as soon as possible using the enclosed BLUE voting instruction form or BLUE proxy card. You may vote your shares over the Internet or via a toll-free telephone number. If you received a paper copy of a proxy card or voting instruction form by mail, you may submit your proxy card or voting instruction form for the annual meeting by completing, signing, dating, and returning your proxy card or voting instruction form in the postage-paid envelope provided. For specific instructions on how to vote your shares, please refer to the section entitled "Questions and Answers About the Annual Meeting of Stockholders and Voting – Voting Information" beginning on page 7 of the accompanying proxy statement. If you are the beneficial but not record owner of your shares (that is, you hold your shares in "street name" through an intermediary such as a broker, bank or other nominee), you will receive instructions from your broker, bank, or other nominee as to how to vote your shares.

Please note that VIEX Capital Advisors, LLC and certain of its affiliates (collectively, "VIEX") have stated their intention to propose two director nominees for election at the annual meeting. You may receive solicitation materials from VIEX. The Company is not responsible for the accuracy of any information provided by VIEX or its nominees contained in solicitation materials filed or disseminated by or on behalf of VIEX or any other statements that VIEX may make.

The Board does NOT endorse VIEX's nominees and strongly recommends that you NOT sign or return any white proxy card sent to you by VIEX. If you have previously voted using a white proxy card sent to you by VIEX, you can subsequently revoke that proxy by following the instructions on the enclosed BLUE proxy card to vote over the Internet or by telephone or by completing, signing, and dating the BLUE proxy card and mailing it in the postage-paid envelope provided. Only your latest

Table of Contents

dated proxy will count. Any proxy may be revoked at any time prior to its exercise at the annual meeting, as described in the accompanying proxy statement.

THE BOARD RECOMMENDS VOTING
FOR EACH OF THE BOARD'S NOMINEES ON PROPOSAL 1 AND
FOR PROPOSALS 2 AND 3 USING THE ENCLOSED BLUE PROXY CARD.

THE BOARD URGES YOU NOT TO SIGN, RETURN, OR VOTE ANY
WHITE PROXY CARD SENT TO YOU BY VIEX.

As further described in the accompanying proxy statement, because VIEX's nominees have failed to provide certain eligibility information as required by the Company's by-laws, our Board has determined that VIEX's nominees are not eligible to stand for election at the annual meeting. Accordingly, at the direction of our Board, the person presiding at the annual meeting intends to disregard any attempted nomination of VIEX's nominees, and any votes with respect to VIEX's nominees on the white voting instruction form or white proxy card will not be counted at the annual meeting.

Please note that, even if you plan to participate in the annual meeting, we recommend that you vote using the enclosed BLUE voting instruction form or BLUE proxy card prior to the annual meeting to ensure that your shares will be represented.

Regardless of the number of shares that you own, your vote is important. Thank you for your continued support, interest, and investment in KVH Industries.

              By Order of the Board of Directors,

    
 
    
 
GRAPHIC
              Felise Feingold
Secretary
[·], 2021


IMPORTANT

TO ASSURE THAT YOUR SHARES ARE REPRESENTED AT THE ANNUAL MEETING, WE URGE YOU TO COMPLETE, SIGN, AND DATE THE ENCLOSED BLUE VOTING INSTRUCTION FORM OR BLUE PROXY CARD AND MAIL IT PROMPTLY IN THE POSTAGE-PAID ENVELOPE PROVIDED, OR VOTE BY TELEPHONE OR THE INTERNET AS INSTRUCTED ON THE BLUE VOTING INSTRUCTION FORM OR BLUE PROXY CARD, WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING. YOU CAN REVOKE YOUR PROXY AT ANY TIME BEFORE THE PROXIES YOU APPOINTED CAST YOUR VOTES.

If you need assistance, please contact D.F. King & Co., Inc., the firm assisting us in the solicitation of proxies in connection with the annual meeting. Stockholders may call toll free at (800) 488-8095 or email at KVH@dfking.com. Brokers and banks may call collect at (212) 269-5550.

The Notice of Annual Meeting of Stockholders and the accompanying proxy statement are first being made available to stockholders of record as of [    ·    ], 2021 on or about [    ·    ], 2021.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Company's Proxy Statement, Annual Report, and Stockholder Letter are available at www.viewourmaterial.com/KVHI.

  Mail   Telephone   Internet
           
  GRAPHIC   GRAPHIC   GRAPHIC
           
  Please complete, sign, date, and return the enclosed BLUE voting instruction form or BLUE proxy card, whether or not you plan to attend the annual meeting.   Use the toll-free telephone number on your BLUE voting instruction form or BLUE proxy card to vote by telephone.   Visit the website noted on your BLUE voting instruction form or BLUE proxy card to vote via the Internet.

Table of Contents

LOGO

PROXY STATEMENT

for

2021 ANNUAL MEETING OF STOCKHOLDERS OF KVH INDUSTRIES, INC.

[    ·    ], 2021

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON [    ·    ], 2021: THIS PROXY STATEMENT AND THE ACCOMPANYING FORM OF PROXY CARD ARE FIRST BEING SENT OR GIVEN TO THE COMPANY'S SECURITY HOLDERS ON [    ·    ], 2021.

TABLE OF CONTENTS

2021 Proxy Statement Summary   1
​ ​ ​

Questions and Answers About the Annual Meeting of Stockholders and Voting
 
7
​ ​ ​

Background of the Solicitation
 
12
​ ​ ​

Proposal 1 – Election of Directors
 
17
​ ​ ​

Proposal 2 – Advisory Vote on Named Executive Officer Compensation
 
20
​ ​ ​

Proposal 3 – Ratification of Appointment of Independent Registered Public Accounting Firm
 
23
​ ​ ​

Directors and Executive Officers
 
24
​ ​ ​

Compensation of Directors and Executive Officers
 
31
​ ​ ​
Summary Compensation Table   31
Outstanding Equity Awards   33
Director Compensation   33
Director Compensation Table   34
Outstanding Director Equity Awards   35

Equity Compensation Plans
 
36
​ ​ ​

Security Ownership of Certain Beneficial Owners and Management
 
37
​ ​ ​

Delinquent Section 16(a) Reports
 
39
​ ​ ​

Board of Directors and Committees of the Board
 
40
​ ​ ​
Director Independence   40
Board Meetings   40
Board Leadership Structure   40
Risk Management   40
Board Committees   40
Director Candidates and Selection Processes   42
Corporate Governance   43
Communications with our Board of Directors   43
Code of Ethics   43
Certain Relationships and Related-Party Transactions   44
​ ​ ​

Table of Contents

Table of Contents

​

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 ("Board" or "Board of Directors") of KVH Industries, Inc., a Delaware corporation (the "Company" or "KVH"), for use at the 2021 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.

2021 PROXY STATEMENT SUMMARY

This summary is an overview of information that you will find elsewhere in this proxy statement and our 2020 annual report. As this section is only a summary and does not contain all of the information that you should consider, we encourage you to read the entire proxy statement and annual report for more information about these topics before you vote.

Information About the Annual Meeting

Our Board is soliciting proxies for the annual meeting.

Date and Time:   [·], 2021 at [·], Eastern Time.

Venue:
 
Offices of KVH Industries, Inc., 50 Enterprise Center, Middletown, Rhode Island 02842. As part of our COVID-19 precautions, the annual meeting may be held solely by means of remote communication rather than in person. We are monitoring the public health, travel, business, and social gathering concerns of our stockholders and employees in light of the ongoing COVID-19 pandemic, as well as any related restrictions and protocols by federal, state, and local governments. If we determine to hold the annual meeting by means of remote communication, we will announce the decision to do so in advance and provide details on how to participate in a press release issued by KVH and posting on our website at www.kvh.com. We will also file definitive additional solicitation materials with the Securities and Exchange Commission.

Record Date:
 
The close of business on [·], 2021.

Voting:
 
Each share of common stock outstanding on the record date will be entitled to cast one vote.

PROPOSALS AND BOARD RECOMMENDATIONS FOR VOTING

Management Proposals

  ​ Board Voting Recommendation   ​ Page  

1. Election of Directors

    FOR each of the Board's nominees     16  

2. Non-Binding Vote on NEO Compensation

  ​ FOR   ​ 19  

3. Ratification of Appointment of Independent Public Accounting Firm

    FOR     22  
​ ​ ​ ​ ​ ​ ​ ​

Your vote is extremely important this year. You may receive solicitation materials from VIEX Capital Advisors, LLC and certain of its affiliates (collectively, "VIEX") seeking your proxy to vote for John Mutch and Eric Singer to become members of the Board. The Company is not responsible for the accuracy of any information provided by VIEX or its nominees contained in solicitation materials filed or disseminated by or on behalf of VIEX or any other statements that VIEX may make.

OUR BOARD DOES NOT ENDORSE ANY OF THE VIEX NOMINEES AND URGES YOU NOT TO SIGN OR RETURN ANY WHITE PROXY CARD SENT TO YOU BY VIEX. IF YOU HAVE PREVIOUSLY SIGNED A WHITE PROXY CARD SENT TO YOU BY VIEX, YOU CAN REVOKE IT BY COMPLETING, SIGNING, DATING, AND RETURNING THE ENCLOSED BLUE PROXY CARD IN THE POSTAGE-PAID ENVELOPE PROVIDED. ONLY YOUR LATEST DATED PROXY WILL BE COUNTED.

AS FURTHER DESCRIBED IN THE "BACKGROUND OF THE SOLICITATION" SECTION OF THIS PROXY STATEMENT, BECAUSE THE VIEX NOMINEES HAVE FAILED TO PROVIDE CERTAIN ELIGIBILITY INFORMATION AS REQUIRED BY THE COMPANY'S AMENDED AND RESTATED BY-LAWS (THE "BY-LAWS"), THE BOARD HAS

​

KVH Industries, Inc. 2021 Proxy Statement    1

Table of Contents

​

PROXY SUMMARY

​

DETERMINED THAT THE VIEX NOMINEES ARE NOT ELIGIBLE TO STAND FOR ELECTION AT THE ANNUAL MEETING. ACCORDINGLY, AT THE DIRECTION OF THE BOARD, THE PERSON PRESIDING AT THE ANNUAL MEETING INTENDS TO DISREGARD ANY ATTEMPTED NOMINATION OF THE VIEX NOMINEES, AND ANY VOTES WITH RESPECT TO THE VIEX NOMINEES ON THE WHITE VOTING INSTRUCTION FORM OR WHITE PROXY CARD WILL NOT BE COUNTED AT THE ANNUAL MEETING.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF OUR BOARD'S NOMINEES LISTED ON THE ENCLOSED BLUE VOTING INSTRUCTION FORM OR BLUE PROXY CARD.

For more information and up-to-date postings, please go to our website, www.kvh.com. Information on our website is not, and will not be deemed to be, a part of this proxy statement or incorporated into any of our other filings with the SEC. If you have any questions, please contact D.F. King & Co., Inc., the firm assisting us in the solicitation of proxies in connection with the annual meeting. Stockholders may call toll free at (800) 488-8095 or email at KVH@dfking.com. Brokers and banks may call collect at (212) 269-5550.

NOTE: Submitting a white proxy card will revoke any vote you previously made via the Board's BLUE proxy card. Accordingly, if you wish to vote pursuant to the recommendation of the Board, you should complete, sign, date and return a BLUE voting instruction form or BLUE proxy card and DISREGARD any white voting instruction form or white proxy card that you may receive from VIEX.

ELECTION

Table provides summary information about our nominees for election to the Board as Class I directors. Additional information for all directors, including the Board's nominees, may be found on pages 19 and 24.

Name   Age   Director Since   Independent
Cielo Hernandez   45   —   Yes
Cathy-Ann Martine-Dolecki   62   —   Yes
​ ​ ​ ​ ​ ​ ​

PROXY SUMMARY

Business Overview

KVH Industries at a Glance

KVH is a leading provider of innovative, technology-driven connectivity, and navigation solutions to maritime, marine, defense, and other commercial customers globally. Through our mobile connectivity business, we provide global high-speed Internet, television, and voice services via satellite to mobile users at sea and on land. We are also a leading provider of commercially licensed entertainment, including news, sports, music, and movies, to commercial and leisure customers in the maritime, hotel, and retail markets.

2020 Revenue
  2020
Net Loss from
Continuing
Operations
(GAAP)
  2020 Adjusted
EBITDA from
Continuing
Operations
(Non-GAAP)
  Year-End
Market Cap
  Employees

$158.7 million
 
$(21.9 million)
 
$3.1 million
 
$209.2 million
 
639

For a reconciliation of our non-GAAP adjusted EBITDA from continuing operations to our net loss from continuing operations, as well as other information about this non-GAAP financial measure, please see the section entitled "Non-GAAP Financial Information."

​

2    KVH Industries, Inc. 2021 Proxy Statement

​

Table of Contents

​

PROXY SUMMARY

​


2020 Net Sales by Segment

GRAPHIC

Our COVID-19 Response

Since the onset of the pandemic, we have taken quick and decisive action to adapt our business and practices to ensure the health and safety of our employees while delivering on our fundamental commitment to serving our customers. By the time COVID-19 was declared a pandemic, KVH had a comprehensive action plan in place. As a global technology company, we leveraged our existing IT infrastructure to seamlessly transition most of our corporate staff to work-from-home, enabling us to continue delivering 24/7, uninterrupted service to our customers.

As an essential business for both telecommunications services and defense navigation products, we maintained full operations at both of our factories, making important modifications to allow for social distancing and increased cleaning and sanitization. We also provided protective masks, gloves, hand sanitizer, and other tools to protect the health and safety of our employees.

Given the uncertainty of the pandemic's impact on our business, we also took unprecedented measures to align our costs with the current business environment. We temporarily reduced executive salaries and bonuses, as well as certain non-executive salaries, that were restored in September 2020. We also made targeted reductions to sales and marketing costs, primarily due to the significant reduction in travel and spending on trade shows. With the benefit of these cost-reduction measures and the support of a loan under the Paycheck Protection Program, we were able to avoid layoffs and maintain our workforce during a challenging time, allowing us to continue to support our customers and maintain our focus on executing on our strategic initiatives.

2020 Company Performance

Like many other businesses around the world, the global COVID-19 pandemic has impacted many areas of our business. The operations of our KVH Media Group business, which offers commercially licensed news, music, TV, and movie entertainment for the retail, hotel, and other industries, have been particularly affected due to the global reduction in travel resulting from the pandemic and resulted in an impairment charge of $10.5 million, which is included in the 2020 operating loss.

Despite the significant challenges posed by the pandemic, 2020 included many successes and progress on our strategic initiatives. We ended our year positively, reporting overall revenue growth and an increase in adjusted EBITDA in the fourth quarter. We continued to migrate customers to our new high-throughput satellite (HTS) network, and we expect to complete the migration later this year, which we expect to reduce annual network operating costs by approximately $4 million to $5 million starting next year. We continued to show growth in our subscription-based, Connectivity-as-a-Service (CaaS) AgilePlans offering, continued to develop our sales channel partnerships for KVH Watch, our new Internet of Things (IoT) CaaS offering, which we expect to provide a robust pipeline of future revenue opportunities, and continued to commercialize our photonic integrated chip (PIC) inertial navigation technology.

Thanks to the extraordinary efforts and commitment of our employees, we were able to continue to deliver for our customers despite the challenging environment, and our core business remained strong.

​

KVH Industries, Inc. 2021 Proxy Statement    3

​

Table of Contents

​

PROXY SUMMARY

​

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:

ü

Following the annual meeting, and assuming our Board's nominees are elected, our Board will include three women (43% gender diversity)

ü

Our directors are elected by majority voting in uncontested elections and by plurality voting in contested elections

ü

The majority of our directors are independent

ü

All of the members of our audit, compensation and nominating and corporate governance committees are independent

ü

We have appointed a lead independent director to serve as a liaison between our independent directors and our Chairman of the Board, who is our President and Chief Executive Officer

ü

Executive sessions of independent directors are held at each regularly scheduled Board meeting

ü

We rotated our independent registered public accounting firm in June 2014

ü

We conduct annual stockholder votes to ratify the selection of our independent registered public accounting firm

ü

The majority of director compensation is in the form of KVH common stock

ü

We have a strong pay-for-performance executive compensation philosophy

ü

We conduct annual non-binding "say on pay" votes regarding our executive compensation program

ü

We do not have any executive employment agreements or change in control agreements

ü

Our independent compensation consultant is hired by the compensation committee

ü

We conduct annual Board and committee self-assessments

ü

We prohibit short sales, transactions in derivatives, hedging, and pledging of KVH securities by our directors and named executive officers

ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION

We are asking our stockholders to approve, in a non-binding vote, the compensation awarded to our named executive officers for 2020. 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 ensure that management's 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 page 20.

​

4    KVH Industries, Inc. 2021 Proxy Statement

​

Table of Contents

​

PROXY SUMMARY

2020 EXECUTIVE COMPENSATION HIGHLIGHTS

The 2020 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 and stockholders' interests.

The mix of target compensation for our named executive officers for 2020 reflects these objectives, as shown in the chart. The percentages shown represent percentages of average total target compensation, not average total actual compensation, and as a result do not match the percentages calculable from actual compensation reflected in the Summary Compensation Table on page 31. For 2020, fixed pay represents the sum of salary, holiday bonus and perquisites; 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 2020, see "Proposal 2 – Advisory Vote on Named Executive Officer Compensation".   Average NEO Compensation Mix

GRAPHIC

What We Do   What We Don't Do

ü

Offer competitive compensation that attracts and retains executive talent

ü

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

ü

Emphasize variable performance-based compensation over fixed compensation

ü

Align payout of annual incentives to drivers of stockholder value, such as revenue and adjusted EBITDA

ü

Balance the importance of achieving long-term strategic priorities and critical short-term goals linked to long-term objectives

ü

Align individual performance goals with our business strategy

ü

Cap incentive payments

ü

Benchmark compensation against that of a broad group of companies

ü

Cash and equity awards under our 2016 Equity and Incentive Plan have clawback provisions

 

✗

No long-term employment agreements or change of control agreements

✗

No guaranteed severance programs

✗

No tax gross-ups

✗

No guaranteed salary increases

✗

No repricing of stock options or stock appreciation rights

✗

No discounted stock options or stock appreciation rights

​

KVH Industries, Inc. 2021 Proxy Statement    5

Table of Contents

​

PROXY SUMMARY

​

For 2020, we had a non-equity incentive compensation plan intended to reward our named executive officers for achievement of corporate, business unit and individual performance goals for that year. In May 2020, as a result of the potential adverse impact that the COVID-19 pandemic was anticipated to have on our business, senior management implemented, with the approval of the Compensation Committee, a cash conservation and cost reduction plan (the "Cost-Savings Plan") that included, among other cost-saving measures, temporary reductions in executive base salaries and bonus opportunities for the named executive officers. The reductions took effect on May 11, 2020 and continued until September 25, 2020 (the "Cost-Savings Period"), the point at which we determined that the Cost-Savings Plan was no longer warranted. During the Cost-Savings Period, executive base salaries were reduced by 15% for the CEO and 10% for our other named executive officers. In addition to the temporary reductions in base salary, the portion of each named executive officer's target incentive compensation attributable to individual performance during 2020 (representing 25% of the executive's total target incentive compensation) under our 2020 incentive compensation plan was reduced by 30% during the Cost-Savings Period. In March 2021, after reviewing our overall financial performance for 2020, the Compensation Committee determined not to make any awards with respect to the portion of each named executive officer's incentive compensation target attributable to corporate performance or business unit performance but did award incentive compensation for achievement of individual performance goals. Taking into account the awards for individual performance, the aggregate incentive compensation actually received by our CEO for 2020 represented 20% of his base salary, rather than the targeted 90% of his base salary, and the aggregate incentive compensation actually received by our other named executive officers ranged from approximately 9% to 13% of their respective base salaries, rather than the targeted range of 40% to 60% of their respective base salaries.


Actual Annual Incentive Payment Versus Target
(Average Percentage of Base Salary)

GRAPHIC

​

6    KVH Industries, Inc. 2021 Proxy Statement

​

Table of Contents

​

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING OF STOCKHOLDERS AND VOTING

Why am I receiving these proxy materials?

Our Board is soliciting your vote at the annual meeting, which is to be held on [    ·    ], 2021 at [    ·    ], Eastern Time. The annual meeting will be held at the offices of KVH, located at 50 Enterprise Center, Middletown, Rhode Island. As part of our COVID-19 precautions, the annual meeting may be held solely by means of remote communication rather than in person. We are monitoring the public health, travel, business, and social gathering concerns of our stockholders and employees in light of the ongoing COVID-19 pandemic, as well as any related restrictions and protocols by federal, state, and local governments. If we determine to hold the annual meeting by means of remote communication, we will announce the decision to do so in advance and provide details on how to participate in a press release issued by KVH and posting on our website at www.kvh.com. We will also file definitive additional solicitation materials with the Securities and Exchange Commission.

These materials also include a BLUE voting instruction form or BLUE proxy card for the annual meeting. BLUE voting instruction forms and BLUE proxy cards are being solicited on behalf of the Board. The proxy materials include detailed information about the matters that will be discussed and voted on at the annual meeting and provide updated information about the Company that you should consider in order to make an informed decision when voting your shares.

What is the purpose of the annual meeting and what are the Board's voting recommendations?

At the annual meeting, we will submit the following proposals to our stockholders:

Proposal 1   To elect two nominees as Class I directors for a three-year term expiring in 2024.

Our Board's Voting Recommendation
 
FOR EACH NOMINEE RECOMMENDED BY OUR BOARD

Proposal 2
 
To approve, on an advisory (non-binding) basis, the compensation of our named executive officers.

Our Board's Voting Recommendation
 
FOR
Proposal 3   To ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for 2021.

Our Board's Voting Recommendation
 
FOR

Our Board does not intend to present to the annual meeting any business other than the proposals described in this proxy statement. Our Board was not aware, a reasonable time before mailing this proxy statement to stockholders, of any other business to be presented for action at the annual meeting. However, if any other matters properly come before the annual meeting, the individuals named as proxies, or their duly constituted substitutes acting at the annual meeting, will be authorized to vote or otherwise act thereon in accordance with their judgment on such matters.

How many votes do I have?

You will have one vote for every share of common stock you owned as of the close of business on the record date.

When is the record date?

Our Board of Directors has fixed the close of business on [    ·    ], 2021, as the record date for the annual meeting. Only stockholders of record as of the close of business on that date are entitled to receive notice of, and to vote at, the annual meeting. At the close of business on the record date, there were [    ·    ] shares of our common stock outstanding. Each share of common stock outstanding on the record date will be entitled to cast one vote.

How many votes can be cast by all stockholders?

[    ·    ] votes, consisting of one vote for each share of common stock outstanding on the record date. There is no cumulative voting, and the holders of the common stock vote together as a single class.

Why have I received different color proxy cards?

VIEX has notified the Company that VIEX intends to propose two director nominees for election at the annual meeting in opposition to the director nominees recommended by our Board. The Company has provided you with the enclosed BLUE voting instruction form or BLUE proxy card. VIEX may send you a white voting instruction form or white proxy card.

​

KVH Industries, Inc. 2021 Proxy Statement    7

Table of Contents

​

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING OF STOCKHOLDERS AND VOTING

​

The Board recommends using the enclosed BLUE voting instruction form or BLUE proxy card to vote FOR each of the Board's nominees for director. Our Board also recommends that you DISREGARD the white voting instruction form and white proxy card.

As further described in the "Background of the Solicitation" section of this proxy statement, because the VIEX Nominees have failed to provide certain eligibility information as required by the By-laws, the Board has determined that the VIEX Nominees are not eligible to stand for election at the annual meeting. Accordingly, at the direction of the Board, the person presiding at the annual meeting intends to disregard any attempted nomination of the VIEX Nominees, and any votes with respect to the VIEX Nominees on the white voting instruction form or white proxy card will not be counted at the annual meeting.

What are the methods of voting?

The shares represented by your properly signed BLUE proxy card will be voted in accordance with your directions. If you do not specify a choice with respect to a proposal for which our Board of Directors has made a recommendation, the shares covered by your signed BLUE proxy card will be voted as recommended by our Board in this proxy statement. We encourage you to vote on all matters to be considered. Our Board urges you NOT to sign or return any white proxy card that may be sent to you by VIEX. If, on the record date, your shares were not held in your name, but rather were held in an account at a broker, dealer, bank or other nominee (commonly referred to as being held in "street name"), you are the beneficial but not record owner of those shares. A beneficial owner should follow the instructions of his, her or its broker, dealer, bank or other nominee in order to vote any shares.

GRAPHIC

By signing and returning the BLUE proxy card in the enclosed postage pre-paid envelope, you are enabling each individual named on the BLUE proxy card to vote your shares at the annual meeting in the manner you indicate. We encourage you to sign and return BLUE proxy card, even if you plan to attend the annual meeting. In this way, your shares will be voted even if you are unable to attend the meeting. If you received more than one BLUE proxy card, it is an indication that your shares are held in multiple accounts. Please sign and return all BLUE proxy cards to ensure that all of your shares are voted. Our Board urges you NOT to sign or return any white proxy card that may be sent to you by VIEX.

GRAPHIC

To vote by telephone, please follow the instructions included on your BLUE proxy card. If you vote by telephone, you do not need to complete and mail your BLUE proxy card.

GRAPHIC

To vote on the Internet, please follow the instructions included on your BLUE proxy card. If you vote on the Internet, you do not need to complete and mail your BLUE proxy card.

Will my shares be voted if I do nothing?

If your shares of our common stock are registered in your name, you must complete, sign, date, and return a proxy card or submit a proxy by telephone or by Internet in order for your shares to be voted.

If your shares of common stock are held in "street name," that is, held for your account by a broker, bank or other nominee, and you do not instruct your broker, bank or other nominee how to vote your shares, then, to the extent your broker, bank or other nominee has forwarded VIEX's proxy materials to you, your broker, bank or other nominee would not have discretionary authority to vote your shares on the proposals to be considered at the annual meeting. If your shares of our common stock are held in "street name," your broker, bank or nominee has enclosed a BLUE voting instruction form with this proxy statement. We encourage you to authorize your broker, bank or other nominee to vote your shares by following the instructions provided on the BLUE voting instruction form.

We strongly urge you to vote FOR each of our Board's nominees listed in Proposal 1, and FOR Proposals 2 and 3 by using the enclosed BLUE proxy card to vote TODAY by Internet, by telephone or by signing, dating and returning the enclosed BLUE proxy card in the envelope provided. If your shares are held in "street name," you should follow the instructions on the BLUE voting instruction form provided by your broker, bank or other nominee and provide specific instructions to your broker, bank or other nominee to vote as described above.

What constitutes a quorum?

A quorum must be present in order for business to be conducted at the annual meeting. Our By-laws provide that a quorum consists of a majority of the shares of common stock issued and outstanding and entitled to vote at the annual meeting present in person or represented by proxy. Shares of common stock represented by a properly completed and returned proxy card (including shares properly voted by telephone or on the Internet) will be treated as present at the annual meeting for purposes of determining the existence of a quorum at the annual meeting. Abstentions and broker non-votes (if any) are

​

8    KVH Industries, Inc. 2021 Proxy Statement

​

Table of Contents

​

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING OF STOCKHOLDERS AND VOTING

​

counted as present or represented for purposes of determining the existence of a quorum at the annual meeting.

What is a broker non-vote?

A broker non-vote occurs when a broker does not have discretion to vote on a particular proposal and the broker has not received instructions from the beneficial owner of the shares of common stock as to how to vote on such proposal. As a result, if you do not instruct your broker on how to vote your shares regarding the election of directors, the advisory approval of the compensation of our named executive officers, and the ratification of Grant Thornton LLP as our independent registered public accounting firm for 2021, then your shares may not be voted on these matters. We urge you to instruct your broker about how you wish your shares to be voted.

Who can attend the annual meeting?

Attendance at the annual meeting will be limited to stockholders as of [    ·    ], 2021, their authorized representatives and guests of the Company. Access to the annual meeting may be granted to others at the discretion of the Company. In accordance with the Company's security procedures, all persons attending the annual meeting must

present picture identification along with proof of ownership. If you are a stockholder of record, please be prepared to provide the top portion of your BLUE proxy card. If you hold your shares in "street name," you will need to provide proof of ownership, such as a recent account statement or letter from your bank, broker, or other nominee. Cameras and recording devices will not be permitted at the annual meeting.

Even if you plan to attend the annual meeting, we strongly urge you to vote in advance by completing, signing, and dating the enclosed BLUE voting instruction form or BLUE proxy card and returning it in the postage-paid envelope provided or by voting via the Internet or by telephone.

Is a list of registered stockholders available?

The Company's list of stockholders as of the close of business on the record date will be available for inspection by the Company's stockholders for at least ten days prior to the annual meeting. If you want to inspect the stockholder list, please call the office of the Secretary at (401) 845-8102 to schedule an appointment during ordinary business hours. The stockholder list will also be open to the examination of any stockholder during the annual meeting at the place of the meeting.

What vote is required for approval? What is the effect of absentions and broker non-votes on each of the proposals?

Proposal   Vote Required for Approval   Effect of Abstentions and Broker Non-Votes
Proposal 1 – To elect two nominees as Class I directors for a three-year term expiring in 2024   The affirmative vote of a majority of the votes cast.   Abstentions will have no effect on the outcome of the election of directors. Broker discretionary voting is not permitted, and broker non-votes will have no effect on the outcome of this proposal.
Proposal 2 – To approve, on an advisory (non-binding) basis, the compensation of our named executive officers   The affirmative vote of a majority of the votes cast.   Abstentions will have no effect on the outcome of the proposal. Broker discretionary voting is not permitted, and broker non-votes will have no effect on the outcome of this proposal.
Proposal 3 – To ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for 2021   The affirmative vote of a majority of the votes cast.   Abstentions will have no effect on the outcome of the proposal. Broker discretionary voting is not permitted if VIEX delivers its proxy materials to your broker, bank or other nominee on your behalf. If VIEX does not provide your broker, bank, or other nominee with solicitation materials, your broker, bank, or other nominee will be able to vote your shares with respect to this proposal. Broker non-votes (if any) will have no effect on the outcome of this proposal.
​ ​ ​ ​ ​
​

KVH Industries, Inc. 2021 Proxy Statement    9

​

Table of Contents

​

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING OF STOCKHOLDERS AND VOTING

​

It will NOT help elect our Board's nominees if you sign and return a white proxy card sent by VIEX. Doing so will revoke any previous vote you may have cast on KVH's BLUE proxy card. We encourage you to vote FOR each of the Board's nominees on our BLUE voting instruction form or BLUE proxy card and to DISREGARD, and not return, any white voting instruction form or white proxy card that you receive from VIEX.

Pursuant to our By-laws, written notice by stockholders of qualifying nominations for election to the Board at the annual meeting must have been received by February 4, 2021. We did not receive any such nominations, other than the nominations from VIEX, and no other nominations for election to the Board may be made by stockholders at the annual meeting.

However, as further described in the "Background of the Solicitation" section of this proxy statement, because the VIEX Nominees have failed to provide certain eligibility information as required by the By-laws, the Board has determined that the VIEX Nominees are not eligible to stand for election at the annual meeting. Accordingly, at the direction of the Board, the person presiding at the annual meeting intends to disregard any attempted nomination of the VIEX Nominees, and any votes with respect to the VIEX Nominees on the white voting instruction form or white proxy card will not be counted at the annual meeting.

The Board has no reason to believe that Cielo Hernandez and Cathy-Ann Martine-Dolecki will not serve if elected. However, if, for some reason, any of the Board's director nominees are unable to serve, or for good cause will not serve if elected, the persons named as proxies may vote for a substitute nominee recommended by the Board and, unless you indicate otherwise on the BLUE proxy card, your shares will be voted in favor of the Board's remaining nominees. If any substitute nominee is designated prior to the annual meeting, we will file an amended proxy statement that, as applicable, identifies the substitute nominee, discloses that such nominee has consented to being named in the revised proxy statement and to serve if elected, and includes certain biographical and other information about such nominee required by the rules of the SEC.

Who will count the votes?

We have retained Corporate Election Services to assist as the tabulator of the BLUE proxy cards and have retained First Coast Results, Inc. to serve as independent inspector to count and certify votes at the annual meeting.

Who is soliciting my vote?

We are soliciting proxies on behalf of our Board of Directors. In addition, we will reimburse brokers, dealers, banks and other nominees for the out-of-pocket expenses and other reasonable clerical expenses they incur in obtaining instructions from beneficial owners of our common stock. In addition to our solicitation by mail, our directors, officers and employees may make special solicitations of proxies personally or by telephone, facsimile, courier or email. We will pay all expenses incurred in connection with this solicitation. We have also retained D.F. King & Co., Inc. to solicit proxies.

Can I change my vote? How can a proxy be revoked?

Yes. If you are a stockholder of record, you may revoke your proxy at any time before it is voted at the meeting. Only your latest dated proxy will count. In order to revoke your proxy, you must either:

ü
sign, date, and return another proxy card with a later date;

ü
provide timely written notice of the revocation of your proxy to our secretary;

ü
voting at a later time via the Internet or by telephone as instructed above; or

ü
attend the meeting and vote at the meeting.

If you hold your shares in street name, you should follow the instructions of your broker, bank or other nominee to change your vote or revoke your voting instructions. Your attendance at the annual meeting will not revoke your proxy unless you specifically request it or you vote at the annual meeting. If you hold shares in street name, your attendance at the annual meeting will not revoke your voting instructions. In the absence of a revocation, shares represented by proxies will be voted at the annual meeting.

If you have previously submitted a white proxy card sent to you by VIEX, you may change your vote by completing, signing, dating, and returning the enclosed BLUE proxy card in the postage-paid envelope provided, or by voting via the Internet or by telephone by following the instructions on the BLUE proxy card. Please note that submitting a white proxy card sent to you by VIEX will revoke votes you have previously made via the Company's BLUE proxy card.

Whether or not you plan to attend the annual meeting, we urge you to complete, sign, date, and return the enclosed BLUE voting instruction form or BLUE proxy card in the postage-paid envelope provided, or vote via the Internet or by telephone as instructed on the BLUE voting instruction form or BLUE proxy card.

​

10    KVH Industries, Inc. 2021 Proxy Statement

​

Table of Contents

​

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING OF STOCKHOLDERS AND VOTING

​

As further described in the "Background of the Solicitation" section of this proxy statement, because the VIEX Nominees have failed to provide certain eligibility information as required by the By-laws, the Board has determined that the VIEX Nominees are not eligible to stand for election at the annual meeting. Accordingly, at the direction of the Board, the person presiding at the annual meeting intends to disregard any attempted nomination of the VIEX Nominees, and any votes with respect to the VIEX Nominees on the white voting instruction form or white proxy card will not be counted at the annual meeting.

Who pays for KVH's proxy solicitation?

We will bear the cost of the solicitation of proxies on behalf of the Board of Directors. For additional information regarding the cost of this solicitation, please see the section titled "Additional Information—Costs of Solicitation" on page 48 of this proxy statement.

How can I find the voting results of the Annual Meeting?

Voting results will be tallied by the inspector of election. We will report the preliminary results in a Current Report on

Form 8-K, which we must file with the SEC within four business days following the annual meeting. We will similarly report the final results as soon as practicable following certification by the inspector of election.

Do I have any dissenters' or appraisal rights with respect to any of the matters to be voted on at the annual meeting?

No. Delaware law does not provide stockholders any dissenters' or appraisal rights with respect to the matters to be voted on at the annual meeting.

Who should I call if I have questions about the annual meeting?

If you have any questions or require assistance voting on the BLUE voting instruction form or BLUE proxy card, or if you need additional copies of the proxy materials, please contact our proxy solicitation firm, D.F. King & Co., Inc. at:

48 Wall St FL 23, New York, NY, 10005-2922
Banks and brokers may call collect at (212) 269-5550
All others may call toll-free at (800) 488-8095
Email: KVH@dfking.com

​

KVH Industries, Inc. 2021 Proxy Statement    11

​

Table of Contents

​

BACKGROUND OF THE SOLICITATION

On February 5, 2020, Vintage Capital Management, LLC ("Vintage Capital") filed a Schedule 13D with the SEC disclosing beneficial ownership of approximately 9.39% of the outstanding shares of the Company's common stock.

The next day, on February 6, 2020, Vintage Capital submitted to the Company a notice of Vintage Capital's intent to nominate Robert Tavares and another individual to the Board at the Company's 2020 annual meeting of stockholders (the "2020 Annual Meeting").

On April 8, 2020, Vintage Capital and the Company entered into a cooperation agreement (the "Vintage Capital Cooperation Agreement"). Pursuant to the Vintage Capital Cooperation Agreement, the Company, among other things, agreed to appoint Mr. Tavares to serve as a director of the Company.

At the 2020 Annual Meeting, which was held on June 10, 2020, director Bruce J. Ryan did not stand for re-election and concluded his service as a member of the Board. In addition, Danelle M. Barrett was elected to serve as a director of the Company.

On November 5, 2020, Eric Singer, the managing member of VIEX Capital Advisors, LLC, contacted Brent Bruun, the Company's Chief Operating Officer and then-interim Chief Financial Officer, requesting a call with Mr. Bruun and Martin Kits van Heyningen, the Company's Chief Executive Officer and Chairman of the Board.

On November 6, 2020, Mr. Bruun held a telephone conversation with Mr. Singer. During the conversation, Mr. Bruun discussed with Mr. Singer the Company's business, strategy, operations, and financial performance, and Mr. Bruun addressed certain questions and views conveyed by Mr. Singer. In addition, Mr. Singer represented to Mr. Bruun that VIEX owned more shares of the Company's common stock than Mr. Kits van Heyningen, who held approximately 4.9% of the Company's issued and outstanding shares at the time, as was publicly disclosed. However, according to the preliminary proxy statement filed by VIEX on April 9, 2021 (the "VIEX Preliminary Proxy Statement"), VIEX owned only approximately 2.2% of the Company's issued and outstanding shares as of November 6, 2020, the date Mr. Singer made the representation about his ownership level to Mr. Kits van Heyningen.

On November 16, 2020, Mr. Bruun held a telephone call with Peter T. Shaper to discuss the Company's business and operations.

On November 24, 2020, Messrs. Bruun and Kits van Heyningen held a telephone call with Mr. Shaper to discuss the Company's business and operations.

On January 14, 2021, VIEX Opportunities Fund, LP – Series One ("VIEX Series One"), delivered a notice to the Company indicating its intent to nominate Mr. Singer and John Mutch (the "VIEX Nominees") for election to the Board (the "Nomination Notice"). The Nomination Notice indicated that, as of January 14, 2021, VIEX Series One, together with other entities affiliated with VIEX and Mr. Singer, owned approximately 3.9% of the Company's outstanding shares of common stock.

On January 18, 2021, Mr. Kits van Heyningen held a telephone conversation with Mr. Singer to discuss the Nomination Notice and the Company's business, operations, and strategy. During the discussion, Mr. Singer shared his views on the Company and its performance. Mr. Singer indicated, among other things, that he did not have a specific plan regarding how the Company could improve its performance.

On January 25, 2021, the Board met to discuss the annual meeting, the composition of the Board, the Nomination Notice, and other matters related to VIEX. At the conclusion of the meeting, the Board formed an ad hoc committee comprised of Ms. Barrett and Messrs. Dodez and Kits van Heyningen to manage the response to and discussions with VIEX on behalf of the Board (the "Ad Hoc Committee").

On February 1, 2021, the Ad Hoc Committee met to discuss matters related to VIEX, the composition of the Board, the Nomination Notice, and the Ad Hoc Committee's interest in meeting with the VIEX Nominees to evaluate their candidacies to serve as members of the Board. During the meeting, the Ad Hoc Committee discussed the qualifications and backgrounds of the VIEX Nominees, including the Delaware Court of Chancery's finding in In re PLX Technology Inc. Stockholders Litigation that Mr. Singer breached his fiduciary duties to PLX Technology Inc. ("PLX"), and induced other PLX directors to breach their duties by withholding material information from his fellow directors (the "PLX Case"). At the conclusion of the meeting, the Ad Hoc Committee authorized Mr. Dodez, in his capacity as a member of the Nominating and Corporate Governance Committee of the Board (the "Nominating and Corporate Governance Committee"), to schedule interviews with both of the VIEX Nominees, including, in the case of Mr. Singer, to learn more about the PLX Case.

​

12    KVH Industries, Inc. 2021 Proxy Statement

Table of Contents

​

BACKGROUND OF THE SOLICITATION

​

On February 4, 2021, the time period for stockholders to submit director nominations to be considered at the annual meeting pursuant to the By-laws expired.

On February 5, 2021, Mr. Dodez e-mailed both of the VIEX Nominees to schedule interviews regarding their candidacies to serve as members of the Board.

Between February 5, 2021 and February 8, 2021, Mr. Dodez exchanged e-mails with Mr. Singer regarding the VIEX Nominees' willingness to meet with Mr. Dodez and Charles Trimble in their capacities as members of the Nominating and Corporate Governance Committee and the nationally recognized independent executive search firm assisting the Company with its review of potential director candidates (the "Independent Search Firm"). In his communications to Mr. Dodez during this time period, Mr. Singer indicated that he was willing to meet only with all of the independent directors of the Company and only if such meeting was in the context of a potential settlement involving the Company's appointment of the VIEX Nominees as members of the Board.

On February 8, 2021, the Ad Hoc Committee met to discuss the qualifications and backgrounds of the VIEX Nominees, the composition of the Board, and the status of the Board's ongoing refreshment process. During the meeting, the Ad Hoc Committee reviewed background research that had been conducted on the VIEX Nominees and determined that additional information about the backgrounds and experiences of the VIEX Nominees would be necessary to determine their eligibility to serve as directors of the Company.

Later on February 8, 2021, the Company engaged the Independent Search Firm to assist the Company with its review of potential director candidates.

On February 9, 2021, the Board met to discuss, among other things, updates regarding the Company's recent interactions with VIEX.

On February 10, 2021, Mr. Dodez again invited Mr. Singer to interview with members of the Nominating and Corporate Governance Committee in order to permit the Nominating and Corporate Governance Committee to further evaluate Mr. Singer's candidacy for a position as a director of the Company. Mr. Dodez noted that the Nominating and Corporate Governance Committee, on which he and Mr. Trimble served, was responsible for reviewing director candidates and that such committee's charter required the Nominating and Corporate Governance Committee to evaluate candidates nominated by stockholders of the Company.

On February 12, 2021, the Nominating and Corporate Governance Committee met to discuss the composition of the Board, the Company's potential nominees for election to the Board at the annual meeting, and the status of the Board's ongoing refreshment process, including the search being conducted by the Independent Search Firm.

On February 22, 2021, Mr. Singer responded to Mr. Dodez's e-mail of February 10, 2021. Mr. Singer stated that he was willing to meet only with all of the Company's independent directors, subject to the execution of a nondisclosure agreement.

On February 24, 2021, Mr. Dodez e-mailed the VIEX Nominees separately to invite them to meet with members of the Nominating and Corporate Governance Committee. In his e-mail to Mr. Singer, Mr. Dodez noted that the Company did not believe that a nondisclosure agreement would be necessary to Mr. Singer's potential interview, indicating that the Company would neither share non-public information with Mr. Singer nor ask Mr. Singer for non-public information and that Mr. Singer would be under no obligation to answer any question with which he was uncomfortable. Mr. Singer did not respond to Mr. Dodez's e-mail. Mr. Mutch agreed to meet with Messrs. Dodez and Trimble on March 1, 2021.

On February 26, 2021, Mr. Bruun held a telephone call with Mr. Shaper to discuss the Company's business and operations.

On March 1, 2021, Messrs. Dodez and Trimble, in their capacities as members of the Nominating and Corporate Governance Committee, met with Mr. Mutch by videoconference to discuss his candidacy for a position as a member of the Board.

On March 2, 2021, the Ad Hoc Committee met to discuss the meeting that Messrs. Dodez and Trimble held with Mr. Mutch. Mr. Trimble participated in the meeting at the invitation of the Ad Hoc Committee. The Ad Hoc Committee further considered the qualifications, skills, and experience of Mr. Mutch in light of his meeting with Messrs. Dodez and Trimble, and determined that the Independent Search Firm should conduct a further review of Mr. Mutch's candidacy. The Ad Hoc Committee also considered potential options to obtain certain information necessary to assess the candidacies of the VIEX Nominees, including options available to the Company pursuant to the By-laws to request information from the VIEX

​

KVH Industries, Inc. 2021 Proxy Statement    13

​

Table of Contents

​

BACKGROUND OF THE SOLICITATION

​

Nominees to address concerns identified by the Ad Hoc Committee in connection with its background research on the VIEX Nominees.

On March 3, 2021, the Nominating and Corporate Governance Committee met with the Independent Search Firm to discuss the status of the Company's ongoing Board refreshment process, including whether candidates with qualifications, backgrounds, and experiences that fit the profile developed by the Nominating and Corporate Governance Committee in light of the current composition of the Board had been identified. The Nominating and Corporate Governance Committee also discussed the meeting that Messrs. Dodez and Trimble held with Mr. Mutch, including the qualifications, skills, and experience of Mr. Mutch. At the conclusion of the meeting, the Nominating and Corporate Governance Committee directed the Independent Search Firm to conduct a further review of Mr. Mutch's candidacy to serve as a member of the Board.

On March 4, 2021, VIEX issued a press release announcing the Nomination Notice. The press release indicated, among other things, that VIEX owned 3.4% of the Company's outstanding shares of common stock, a decrease in VIEX's ownership position relative to what was disclosed to the Company in the Nomination Notice.

On March 5, 2021, the Company, pursuant to the By-laws, sent VIEX a letter (the "Supplemental Request Letter") requesting that the VIEX Nominees provide additional information regarding the eligibility of the VIEX Nominees to serve as members of the Board (the "Eligibility Information"). The Supplemental Request Letter sought additional context that the Board should consider when evaluating the Delaware Court of Chancery's opinion and findings in the PLX Case with respect to Mr. Singer's actions as a director at PLX, and certain other information intended to address questions and concerns identified by the Ad Hoc Committee through its background research on the VIEX Nominees, including information with respect to (i) any denials of D&O insurance coverage, or increased premiums in connection with such coverage, following any legal proceeding, including the PLX Case, (ii) any instances where another board of directors asked any of the VIEX Nominees to resign from the board or refused to re-nominate such individual, (iii) communications or understandings between the VIEX Nominees and Vintage Capital related to the Company or the Board, (iv) whether the VIEX Nominees had received consents from the other public company boards on which they served to serve as a director of the Company, and (v) how each VIEX Nominee intended to manage the responsibilities of serving on multiple public company boards, in addition to the responsibilities of their principal occupations, including in light of the fact that, at the time of the Supplemental Request Letter, Mr. Singer was seeking election at Velodyne Lidar, Inc., both VIEX Nominees were seeking election at Leaf Group Ltd., and both of the VIEX Nominees were already serving on two public company boards. The Supplemental Request Letter requested that the VIEX Nominees provide the Eligibility Information to the Company within five business days.

On March 8, 2021, the Ad Hoc Committee held a meeting to discuss the status of the Company's ongoing Board refreshment process, Mr. Mutch's background and research that had been conducted with respect to his service on public company boards, and the Supplemental Request Letter.

On March 12, 2021, a representative of Olshan Frome Wolosky LLP ("Olshan"), counsel to VIEX, sent representatives of Kirkland & Ellis LLP ("Kirkland"), counsel to the Company, a letter indicating that the VIEX Nominees would respond to any reasonable requests required to be disclosed under the By-laws no later than March 26, 2021 (the "March 12 VIEX Letter"). The March 12 VIEX Letter did not include any of the Eligibility Information.

On March 15, 2021, the Ad Hoc Committee held a meeting to discuss the March 12 VIEX Letter and the status of the Company's ongoing Board refreshment process. With respect to the March 12 VIEX Letter, the Ad Hoc Committee directed Kirkland to send Olshan a letter underscoring that failure to respond to the Supplemental Request Letter on a timely, complete, and accurate basis may constitute failure to comply with the advance notice requirements for director nominations as set forth in the By-laws (the "March 16 Company Letter").

Also on March 15, 2021, Mr. Bruun held a telephone call with Mr. Shaper to discuss the Company's business and operations.

On March 16, 2021, Kirkland sent Olshan the March 16 Company Letter.

On March 22, 2021, the Ad Hoc Committee held a meeting to discuss the status of the Company's ongoing Board refreshment process, the Company's potential slate of director nominees for election to the Board at the annual meeting, the proposed timing for announcing the Company's new director nominees and filing the Company's preliminary proxy statement with the SEC, and the fact that the Company had not yet received a response to the March 16 Company Letter.

​

14    KVH Industries, Inc. 2021 Proxy Statement

​

Table of Contents

​

BACKGROUND OF THE SOLICITATION

​

On March 25, 2021, the Nominating and Corporate Governance Committee held a meeting to discuss the composition of the Board, the Company's potential nominees for election to the Board at the annual meeting, and the status of the Board's ongoing refreshment process, including the search being conducted by the Independent Search Firm.

On March 26, 2021, Mr. Singer sent a letter to the independent members of the Board (the "March 26 VIEX Letter"). Mr. Singer stated that VIEX believed that the Company's requests for the Eligibility Information in the Supplemental Request Letter were unreasonable. In addition, Mr. Singer stated that VIEX did not believe that the By-laws required the VIEX Nominees to respond to the questions set forth in the Supplemental Request Letter.

On April 5, 2021, the Ad Hoc Committee met to discuss the Company's potential slate of director nominees for election to the Board at the annual meeting and the March 26 VIEX Letter. The Ad Hoc Committee also discussed the possibility of reaching a settlement with VIEX.

On April 9, 2021, Mr. Shaper called Mr. Bruun to discuss the Company's business and operations, including Mr. Shaper's interest in facilitating the Company's entry into the energy sector. Neither during this conversation, nor in any prior conversation with representatives of the Company, did Mr. Shaper indicate that he intended to work with VIEX or be a participant in VIEX's solicitation of proxies for use at the annual meeting.

Also on April 9, 2021, VIEX filed the VIEX Preliminary Proxy Statement.

On April 12, 2021, VIEX filed a Schedule 13D with the SEC, reporting beneficial ownership of approximately 5.3% of the common stock (the "VIEX Schedule 13D").

Later on April 12, 2021, the Ad Hoc Committee held a meeting to discuss the VIEX Preliminary Proxy Statement, the VIEX Schedule 13D, and the status of the Company's ongoing Board refreshment process, including the background and experiences of certain potential nominees for election to the Board at the annual meeting. In addition, the Ad Hoc Committee discussed the terms on which the Company might be willing to settle with VIEX.

On April 19, 2021, VIEX filed an amendment to the VIEX Schedule 13D, disclosing that Bradley L. Radoff and Mr. Shaper had joined VIEX's "group," within the meaning of Section 13(d)(3) of the Exchange Act, for the purpose of seeking the election of the VIEX Nominees to the Board at the annual meeting.

Also on April 19, 2021, the Ad Hoc Committee met to discuss the amendment to the VIEX Schedule 13D filed earlier the same day. The Ad Hoc Committee also discussed the backgrounds and experiences of certain potential nominees for election to the Board at the annual meeting.

On April 29, 2021, the Nominating and Corporate Governance Committee concluded its nearly three-month search process during which it worked with the Independent Search Firm to identify, evaluate and interview director candidates that met criteria developed by the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee determined that it would recommend Ms. Dolecki and Ms. Hernandez for nomination to the Board. Ms. Dolecki and Ms. Hernandez were both identified by the Independent Search Firm.

On the same day, the Board held a meeting to discuss the candidacies of Ms. Dolecki and Ms. Hernandez, the annual meeting, and matters related to VIEX. At the meeting, the Board determined that it was in the best interests of the Company and its stockholders for Ms. Dolecki and Ms. Hernandez to serve as the Company's nominees for election to the Board at the annual meeting. In addition, the Board directed representatives of Kirkland to reengage with Olshan regarding the Supplemental Request Letter and to discuss a possible settlement between the Company and VIEX. The Board also concluded that, because the VIEX Nominees failed to provide the Eligiblity Information as required by the By-laws, the VIEX Nominees would not be eligible to stand for election at the annual meeting and, pursuant to the By-laws, the person presiding at the annual meeting should disregard any attempted nomination of the VIEX Nominees.

On April 30, 2021, Mr. Shaper contacted Mr. Kits van Heyningen requesting a meeting. Later that day Mr. Kits van Heyningen held a telephone call with Mr. Shaper to discuss his involvement with the VIEX "group" and his interest in working with the Company. Among other things, Mr. Shaper indicated that he had only spoken with Mr. Singer once and that he had never spoken with Mr. Mutch.

Later on April 30, 2021, a representative of Kirkland called a representative of Olshan to discuss the VIEX Nominees' failure to provide the Eligibility Information, the Board's determination that the VIEX Nominees were not eligible to stand for election to the Board at the annual meeting, and a potential settlement between the Company and VIEX. As part of its settlement proposal, the Company offered, among other things, to engage Mr. Shaper as a consultant, and invited VIEX to cooperate in the announcement of the Company's nominations of Ms. Dolecki and Ms. Hernandez. As part of its offer, the Company

​

KVH Industries, Inc. 2021 Proxy Statement    15

​

Table of Contents

​

BACKGROUND OF THE SOLICITATION

​

also proposed that Mr. Honey stand for re-election at the annual meeting. The Company did not propose that VIEX be subject to any standstill, voting or other restrictions.

Later on April 30, 2021, in response, VIEX proposed, among other things, that Mr. Shaper join the Board and be part of a newly formed committee of the Board focused on improving financial performance, subject to a one-year standstill agreement. In its proposal, VIEX also insisted that Mr. Honey not stand for re-election.

On May 1, 2021, the Company responded to VIEX's counterproposal. The Company became aware of news reports citing statements from a federal bankruptcy judge in connection with bankruptcy proceedings concerning Speedcast International indicating, among other things, that evidence had been presented that Mr. Shaper had breached his fiduciary duties by refusing to give equal treatment to offers for the debtors that were not for Mr. Shaper's personal benefit. In light of this information, the Company indicated to VIEX that it would not be comfortable adding Mr. Shaper to the Board in a fiduciary capacity. However, the Company indicated in its counterproposal that it would remain willing to engage Mr. Shaper as a consultant, that Mr. Honey would stand for re-election to the Board at the annual meeting but would agree not to serve another term, and that this framework would not require any standstill obligations from VIEX. The Company further indicated that, in light of the fiduciary duty issues that came to light with respect to both Mr. Singer and Mr. Shaper, the Company was not open to adding Mr. Mutch or other individuals suggested by VIEX. VIEX represented to the Company that it was not aware of the foregoing issues with respect to Mr. Shaper.

Later on May 1, 2021, VIEX responded by reverting to its original proposal, except that instead of Mr. Shaper joining the Board, VIEX proposed that Mr. Radoff join the Board. VIEX acknowledged that Mr. Radoff did not have industry experience but indicated that his qualifications included his ownership of shares of the Company's common stock, membership in the VIEX group, and public company board experience.

On May 2, 2021, the Board met to discuss the settlement discussions that occurred on April 30, 2021 and May 1, 2021 and potential approaches to reach a negotiated resolution that would benefit the Company's stockholders. At the Board's direction, the Company made a further proposal to VIEX, pursuant to which, among other things, Mr. Honey would not be re-nominated at the annual meeting, Mr. Shaper would be retained as a consultant to the Company's CEO and to the Board and would be invited to present to the Board on strategic and financial issues, and VIEX would be invited to join in the Company's press release announcing the nominations of Ms. Dolecki and Ms. Hernandez. As part of this proposal, the Company rejected the proposal to add Mr. Radoff to the Board.

Later on May 2, 2021, VIEX rejected the Company's proposal and again reiterated its proposal that Mr. Radoff join the Board. The Company again rejected VIEX's proposal to add Mr. Radoff to the Board. In a final attempt to reach resolution with VIEX, the Company proposed that, in addition to its prior proposal, the Board would agree to form a committee focused on improving financial performance that would itself retain Mr. Shaper as a consultant. Later in the evening of May 2, 2021, VIEX rejected the Company's final offer.

Throughout the settlement discussions between April 30, 2021 and May 2, 2021, the representative of Kirkland indicated to the representative of Olshan that VIEX's continued failure to provide the Eligibility Information did not comply with the By-laws and that the Board had accordingly resolved, pursuant to the By-laws, to disregard any attempted nomination of the VIEX Nominees at the annual meeting.

On May 3, 2021, the Company filed this preliminary proxy statement.

​

16    KVH Industries, Inc. 2021 Proxy Statement

​

Table of Contents

​

PROPOSAL 1 – ELECTION OF DIRECTORS

Proposal 1 concerns the election of two Class I directors for a three-year term.

Our Board of Directors currently consists of seven directors and is divided into three classes. We refer to these classes as Class I, Class II and Class III. The term of one class of directors expires each year at the annual meeting of stockholders. Each director also continues to serve as a director until his or her successor is duly elected and qualified. This year, the term of our Class I directors, Mark S. Ain and Stanley K. Honey, is expiring.

Our Board has nominated Cielo Hernandez and Cathy-Ann Martine-Dolecki to serve as Class I directors for a three-year term expiring in 2024. Each of our nominees has provided a consent permitting us to name such nominee in this proxy statement and stating that such nominee consents to serve if elected as a director.

VIEX has notified us of its intent to nominate two individuals for election to the Board of Directors at the annual meeting. Our Board recommends that you vote FOR each of the Board's nominees at the annual meeting on the BLUE voting instruction form or BLUE proxy card. Our Board urges you NOT to sign or return any white voting instruction form or white proxy card that may be sent to you by VIEX.

Our Board takes its fiduciary duties seriously and seeks to advance the interests of all stockholders. As further described in the "Background of the Solicitation" section of this proxy statement, members of the NomGov Committee sought interviews with the VIEX Nominees on multiple occasions, and Mr. Singer declined to participate in such interviews unless they were conducted under certain limited circumstances. Members of the NomGov Committee interviewed Mr. Mutch on March 1, 2021.

On March 5, 2021, in an effort to determine the eligibility of the VIEX Nominees to serve as members of the Board, and pursuant to the By-laws, the Company sought the Eligibility Information, including, among other things, additional context that the Board should consider when evaluating the Delaware Chancery Court's opinion and findings in the PLX Case with respect to Mr. Singer's actions as a director at PLX, and certain other information intended to address questions and concerns identified by the Ad Hoc Committee through its background research on the VIEX Nominees, including information with respect to (i) any denials of D&O insurance coverage, or increased premiums in connection with such coverage, following any legal proceeding, including the PLX Case, (ii) any instances where another board of directors asked any of the VIEX Nominees to resign from the board or refused to re-nominate such individual, (iii) communications or understandings between the VIEX Nominees and Vintage Capital related to the

Company or the Board, (iv) whether the VIEX Nominees had received consents from the other public company boards on which they served to serve as a director of the Company, and (v) how each VIEX Nominee intended to manage the responsibilities of serving on multiple public company boards, in addition to the responsibilities of their principal occupations, including in light of the fact that, at the time of the Supplemental Request Letter, Mr. Singer was seeking election at Velodyne Lidar, Inc., both VIEX Nominees were seeking election at Leaf Group Ltd., and both of the VIEX Nominees were already serving on two public company boards.

On March 26, 2021, three weeks after the Company delivered the Supplemental Request Letter to the VIEX Nominees, Mr. Singer, on behalf of VIEX, sent the independent members of the Board a letter stating that VIEX believed that the Company's requests for the Eligibility Information in the Supplemental Request Letter were unreasonable and stated that VIEX did not believe that the By-laws required the VIEX Nominees to respond to the questions set forth in the Supplemental Request Letter.

Section 4.8(b) of the By-laws provides, in relevant part, that the Company "may require any proposed nominee to furnish such other information as may reasonably be required by the [Company] to determine the eligibility of such proposed nominee as a Director." The Supplemental Request Letter sought information reasonably required by the Company to determine the eligibility of the VIEX Nominees pursuant to Section 4.8(b) of the By-laws. As of the date of this proxy statement, the VIEX Nominees have declined to provide such information.

Because the VIEX Nominees have failed to provide the Eligibility Information as required by the By-laws, the Board has determined that the VIEX Nominees are not eligible to stand for election at the annual meeting. Accordingly, at the direction of the Board, the person presiding at the annual meeting intends to disregard any attempted nomination of the VIEX Nominees pursuant to Section 4.8(c) of the By-laws, and any votes with respect to the VIEX Nominees on the white voting instruction form or white proxy card will not be counted at the annual meeting. We strongly urge you to vote FOR each of the nominees recommended by our Board by using the enclosed BLUE voting instruction form or BLUE proxy card.

The following material contains information concerning our Board's nominees, including their period of service as a director (if any), their recent employment, other directorships, including those held during the past five years with a public company or registered investment company, and age as of the annual meeting. In addition to the

​

KVH Industries, Inc. 2021 Proxy Statement    17

Table of Contents

​

PROPOSAL 1 – ELECTION OF DIRECTORS

​

information set forth below, Appendix A sets forth information relating to our nominees, directors, and certain of our officers and employees who are considered "participants" in our solicitation under applicable SEC rules by reason of their position as directors of KVH, as nominees for directors, or because they may be soliciting proxies on

our behalf. For information regarding the beneficial ownership and other interests in the solicitation of our directors, director nominees and certain other persons, see "Security Ownership of Certain Beneficial Owners and Management."

​

18    KVH Industries, Inc. 2021 Proxy Statement

​

Table of Contents

​

PROPOSAL 1 – ELECTION OF DIRECTORS

​