DEF 14A of KVH Industries Inc \de\, Apr 28, 2026

DEF 14A of KVH Industries Inc \de\

Filed Apr 28, 2026 · FY20250001104659-26-050409

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS The following table provides summary information about our nominees for election to the board as Class III Directors. Additional information for all directors, including the nominees, may be found on pages 7 - 8 and 13 - 15.

  2. ELECTION OF DIRECTORS

    | Name | Age | Director Since | Independent | Committee Membership | | David M. Tolley | 59 | 2022 | Yes | Audit Committee Compensation Committee (Chair) Nominating and Corporate Governance Committee | | Stephen H. Deckoff | 60 | 2023 | Yes | None |

  3. 2025 EXECUTIVE COMPENSATION HIGHLIGHTS

    | What We Do | What We Don’t Do | | ✔ Offer competitive compensation that attracts and retains executive talent, including selective retention bonuses during periods of significant transition ✔ Seek to align the interests of our named executive officers with those of our stockholders and reward the creation of long-term value for KVH stockholders through equity grants comprising a significant portion of total target compensation ✔ Emphasize variable performance-based compensation, including equity compensation, over fixed compensation ✔ Align payout of annual incentives to drivers of stockholder value, such as adjusted service gross profit, adjusted product gross profit, recurring operating expenses and adjusted earnings before interest, taxes, depreciation, and amortization (“EBITDA”), less capital expenditures ✔ Balance the importance of achieving long-term strategic priorities and critical short-term goals linked to long-term objectives ✔ Align individual performance goals with our business strategy ✔ Cap incentive payments ✔ Benchmark compensation against that of a broad group of companies ✔ Implement a policy to recover erroneously awarded incentive compensation from our executive officers, regardless of fault or responsibility ✔ Impose minimum vesting periods of one year, with minor exceptions ✔ Require a “double trigger” for executives to receive cash severance and equity vesting upon a change of control | ✘ No tax gross-ups ✘ No guaranteed salary increases ✘ No evergreen provisions in our equity plan ✘ No “liberal share recycling” of restricted stock or other full-value awards under our equity plan ✘ No repricing of stock options or stock appreciation rights without stockholder approval ✘ No discounted stock options or stock appreciation rights ✘ No buyouts of stock options or stock appreciation rights without stockholder approval ✘ No “liberal” definition of change of control in our equity plan |

  4. Average NEO Compensation Mix(1)

    Average NEO Compensation Mix(1) This chart presents information for the named executive officers employed by KVH as of December 31, 2025. As in prior years, in 2025 we had a non-equity incentive compensation plan intended to reward our named executive officers for achievement of both individual and corporate performance goals. In determining the cash bonus awarded to each named executive officer for 2025, individual performance goals represented 20% of each named executive officer’s target bonus opportunity while the corporate performance goals represented the remaining 80% of each named executive officer’s target bonus opportunity. The Compensation Committee determined that each of our named executive officers employed as of December 31, 2025 achieved 100% of their respective individual performance goals. When reviewing corporate performance goals, the Compensation Committee evaluates thresholds set for each of (1) adjusted service gross profit, (2) adjusted product gross profit, (3) recurring operating expenses and (4) adjusted EBITDA, less capital expenditures. In February 2026, after assessing our corporate performance for 2025, the Compensation Committee determined that the company exceeded its corporate performance goals for each of adjusted service gross profit and adjusted product gross profit, but did not meet its corporate performance goals for recurring operating expenses and adjusted EBITDA, less capital expenditures. As a result, the Compensation Committee determined that 33% of the corporate performance goals for 2025 were achieved.

  5. Average NEO Compensation Mix(1)

    | Despite the failure to meet the 2025 corporate performance goals, the Compensation Committee exercised its discretion to award each of our named executive officers a full target bonus for 2025. As a result, our chief executive officer received a cash bonus equivalent to 90% of his base salary and each of our other named executive officers employed as of December 31, 2025, received a cash bonus equivalent to 50% of their respective base salaries. In determining the bonus to be awarded to each named executive officer, the Compensation Committee considered not only level of achievement against the corporate and individual performance targets for 2025, but also considered certain other achievements by the company during 2025. Such achievements included the successful sale of the company’s property in Middletown, Rhode Island, which generated meaning liquidity for the company; the completion of the acquisition of a maritime satellite service business of a satellite services provider operating in the Asia-Pacific region, which expanded the company’s customer base and geographic reach in the region; strong growth in LEO service revenue; and the achievement of three consecutive quarters of sequential service revenue growth, which represented a meaningful inflection point in the company’s strategic transition to a LEO-driven services business. As a result, the Compensation Committee deemed each named executive officer had achieved 100% of his or her target bonus opportunity with respect to corporate performance. In reaching this determination, the Compensation Committee recognized the importance of retaining key personnel in a challenging and competitive environment and recognized the efforts of each of the named executive officers. |

  6. Director Nominees

    Director Nominees Term Ending 2026:

  7. David M. Tolley

    David M. Tolley

  8. Age: 59

    Age: 59

  9. Director Nominee and Current Chairman of the Board of Directors

    Director Nominee and Current Chairman of the Board of Directors Committee Memberships: ➤ Compensation Committee Chair ➤ Audit Committee Member ➤ Nominating and Corporate Governance Committee Member Mr. Tolley has served as one of our directors since June 2022 and was named Chairman of the Board in July 2023. Mr. Tolley is also a member of our audit committee and our nominating and corporate governance committee and serves as the chairman of our compensation committee. After joining the board of directors of WeWork, Inc., a leading global flexible space provider, in February 2023, Mr. Tolley served as its chief executive officer from May 2023 to June 2024. During his tenure at WeWork, Mr. Tolley guided the company through a complex global restructuring to position it for future growth, including the filing of a voluntary case under Chapter 11 of the United States Bankruptcy Code in November 2023, which concluded in June 2024. Previously, he served as executive vice president, chief financial officer and co-chief restructuring officer of Intelsat S.A. from June 2019 to March 2022, where he helped to lead a multi-billion dollar restructuring of one of the world’s largest satellite services providers. In May 2020, during Mr. Tolley’s tenure, Intelsat S.A. and its subsidiaries filed voluntary cases under Chapter 11 of the United States Bankruptcy Code, which concluded in February 2022. From 2017 to 2019, Mr. Tolley served as chief financial officer for Network Access Associates Ltd. (“OneWeb”), a leading global satellite constellation deployed in low Earth orbit (“LEO”). From 2000 to 2011, Mr. Tolley served as a senior managing director in the Private Equity Group at Blackstone Inc., a leading investment firm, where he led satellite services strategy and investing and served on the Private Equity Investment Committee. From 1990 to 2000, he was a vice president at Morgan Stanley, a leading financial services company, in the Investment Banking Division, where he provided banking and advisory services to established and emerging companies in the broader communications sector. He has served on the boards of directors of fourteen public and private companies, including WeWork, Inc. from February 2023 to June 2024, DigitalBridge Group from 2022 to the present, Cumulus Media from 2006 to 2017, NewSkies Satellites from 2004 to 2006 and Centennial Communications from 2001 to 2005. Mr. Tolley holds a Master of Business Administration degree from Columbia Business School and a Bachelor of Arts degree in Economics and History from the University of Michigan. Our nominating and corporate governance committee determined that Mr. Tolley should serve as a director because of his extensive satellite industry, corporate strategy and financial expertise.

  10. PROPOSAL 1 – ELECTION OF DIRECTOR

    PROPOSAL 1 – ELECTION OF DIRECTOR

  11. Stephen H. Deckoff

    Stephen H. Deckoff

  12. Age: 60

    Age: 60

  13. Director Nominee

    Director Nominee Stephen H. Deckoff joined the KVH Board of Directors in June 2023. Prior to that, he held the position of board observer from February 2023 to June 2023. Mr. Deckoff has been the managing principal of Black Diamond Capital Management (“Black Diamond”), a privately held alternative asset management firm, since its founding in 1995. Prior to 1995, Mr. Deckoff was a senior vice president of Kidder, Peabody & Co. Inc. (“Kidder”) and head of its Structured Finance Group. Prior to joining Kidder, Mr. Deckoff was a managing director in the Structured Finance Group at Bear Stearns & Co., Inc. (“Bear Stearns”). Before joining Bear Stearns, Mr. Deckoff worked in the Structured Finance Department of Chemical Securities, Inc. and the Fixed Income Research Department at Drexel Burnham Lambert. Mr. Deckoff has held or currently holds board seats for a number of Black Diamond portfolio companies, including Consumer Portfolio Services, Inc., ION Media, Werner Ladder, White Birch, and Bayou Steel, among others, and he has held a board seat at Pacific National Bank, N.A., a privately chartered bank headquartered in Miami, since 2014. Mr. Deckoff has a B.S. in Operations Research from the Engineering School at Cornell University. Our nominating and corporate governance committee determined that Mr. Deckoff should serve as a director because of his extensive financial experience and expertise. Proxies will not be voted at the annual meeting for more than two candidates. Messrs. Tolley and Deckoff have agreed to serve if elected, and we have no reason to believe that they will be unable to serve. If either Mr. Tolley or Mr. Deckoff is unable or declines to serve as a director at the time of the annual meeting, proxy cards will be voted for another nominee that our Board of Directors will designate at that time. A majority of the votes properly cast at the annual meeting will be necessary to elect the Class III directors to a three-year term. In accordance with our director resignation policy, each of Messrs. Tolley and Deckoff has submitted his resignation in advance of the annual meeting, and his resignation will only become effective if (a) he fails to receive a majority of the votes properly cast on his re-election and (b) our board accepts his resignation. For more information about majority voting and our director resignation policy, please see “Board of Directors and Committees of the Board – Corporate Governance – Majority Voting.”

  14. Director Nominee

    | Our board of directors unanimously recommends that you vote FOR the election of David M. Tolley and Stephen H. Deckoff as Class III directors. |

  15. Director Nominee

    | PROPOSAL 2 – NON-BINDING SAY ON PAY VOTE |

  16. Director Nominee

    Proposal 2 concerns an advisory vote on our executive compensation program. Under the Dodd-Frank Wall Street Reform and Consumer Protection Act, or the Dodd-Frank Act, and Section 14A of the Securities Exchange Act of 1934, as amended, or the Exchange Act, our stockholders are entitled to vote to approve the compensation of our named executive officers at least once every three years. This proposal is commonly referred to as a “say on pay” proposal. At our 2023 annual meeting of stockholders, our stockholders voted in favor of holding future “say on pay” votes every year, as recommended by our board of directors. At the 2025 annual meeting, approximately 92.6% of the votes cast on the non-binding proposal to approve our executive compensation for 2024 were voted in favor of approval. As set forth in more detail in the executive compensation tables and the accompanying narrative disclosure elsewhere in this proxy statement, we have designed our executive compensation program to provide an appropriate mix of fixed and variable pay to balance executive retention and recruitment with rewards for achieving short-term operational goals and long-term stockholder value. Our 2025 executive compensation program provided for (a) fixed compensation in the form of salaries designed to provide a competitive baseline of compensation, (b) short-term variable compensation in the form of a cash-based incentive compensation program designed to reward achievement of our financial and business goals for 2025, and (c) long-term variable compensation in the form of equity awards designed to reward our executives primarily through increases in the price of our common stock. We believe that our executive compensation program appropriately implemented our pay-for-performance philosophy and gave appropriate incentives to our named executive officers to continue their employment and increase stockholder value. Highlights of our executive compensation program include the following: Base Salary. Base salaries of our named executive officers provide fixed compensation to reward individual value that the executive brings to us through experience and past and expected future contributions to our success, while factoring in our specific needs and the base salaries of executives with comparable responsibilities at similar organizations. The compensation committee generally sets base salaries and other compensation after reviewing competitive practices. The compensation committee believes that aligning the base salaries of our named executive officers with appropriate benchmarks is especially critical to a competitive compensation program, as other elements of our compensation are determined as a percentage of base salary. Annual salary adjustments often reflect cost-of-living increases. Annual Cash-based Incentive Compensation. In 2025, we continued to utilize a cash-based incentive compensation plan that tied executive pay to the achievement of our corporate performance goals and certain individual performance goals. The incentive program was intended to award compensation based on the degree to which our actual financial results met the financial goals of our internal business plan and the degree to which the executives met their individual performance goals. As in prior years, in 2025 we had a non-equity incentive compensation plan intended to reward our named executive officers for achievement of both individual and corporate performance goals. In determining the cash bonus awarded to each named executive officer for 2025, individual performance goals represented 20% of each named executive officer’s target bonus opportunity while the corporate performance goals represented the remaining 80% of each named executive officer’s target bonus opportunity. When reviewing corporate performance goals, the Compensation Committee evaluates thresholds set for each of (1) adjusted service gross profit, (2) adjusted product gross profit, (3) recurring operating expenses and (4) adjusted EBITDA, less capital expenditures. These goals accounted for 40%, 10%, 10% and 40%, respectively, of the total target corporate performance award bonus. The two measures of gross profit were calculated by deducting from service sales or product sales, as applicable, cost of service or product sales and making the adjustments described below. Recurring operating expenses were calculated by adding research and development expenses, sales, marketing and support expenses, and general and administrative expenses and making the adjustments described below. Adjusted EBITDA is defined as Net (Loss) Income less income tax expense or benefit, net interest income, depreciation, and amortization expenses to arrive at EBITDA – earnings before interest, taxes, depreciation, and amortization. EBITDA is then further adjusted to remove the impact of additional non-recurring or non-cash expenses incurred. Adjusting items include, but are not limited to, stock-based compensation expenses, employee severance expenses, restructuring charges, impairment charges, project disposal expenses, certain excess or obsolete inventory write-offs, excess purchase order obligations, non-recurring legal expenses, gains or losses on the disposal of fixed assets, gains or losses on sale of subsidiaries, losses on unfavorable future contracts and foreign exchange gains and losses. The adjustments made to adjusted service gross profit, adjusted product gross profit and recurring operating expenses were to exclude the effect of any income or expense items that are excluded from adjusted EBITDA, as applicable. For our chief executive officer, the target amount of incentive compensation for 2025 and 2024 was 90% of his base salary. For the other named executive officers, the target amount of incentive

  17. PROPOSAL 2 – NON-BINDING SAY ON PAY VOTE

    PROPOSAL 2 – NON-BINDING SAY ON PAY VOTE compensation for 2025 was 50% of base salary and for 2024 ranged from 40% to 50% of base salary. For the corporate performance components of the 2025 plan, the plan provided that, subject to the discretion of the compensation committee, payouts would begin when we achieved the requisite threshold of performance for the relevant metric, at which point executives would earn 50% of the targeted bonus amount for that metric. For performance below the applicable threshold, subject to the discretion of the Compensation Committee, our named executive officers would not earn any incentive compensation attributable to the relevant metric. Executives would earn, subject to the discretion of the Compensation Committee, the targeted incentive compensation payout when performance equaled the target and would earn the maximum payout of 200% of the targeted payout when performance equaled or exceeded a maximum level of outperformance. In February 2026, after assessing our corporate performance for 2025, the Compensation Committee determined that the company exceeded its corporate performance goals for each of adjusted service gross profit and adjusted product gross profit, but did not meet its corporate performance goals for recurring operating expenses and adjusted EBITDA, less capital expenditures. As a result, the Compensation Committee determined that 33% of the corporate performance goals for 2025 were achieved. The Compensation Committee further determined that each of our named executive officers employed as of December 31, 2025 achieved 100% of their respective individual performance goals. Despite the failure to meet the 2025 corporate performance goals, the Compensation Committee exercised its discretion to award each of our named executive officers a full target bonus for 2025. As a result, our chief executive officer received a cash bonus equivalent to 90% of his base salary and each of our other named executive officers employed as of December 31, 2025, received a cash bonus equivalent to 50% of their respective base salaries. In determining the bonus to be awarded to each named executive officer, the Compensation Committee considered not only level of achievement against the corporate and individual performance targets for 2025, but also considered certain other achievements by the company during 2025. Such achievements included the successful sale of the company’s property in Middletown, Rhode Island, which generated meaning liquidity for the company; the completion of the acquisition of a maritime satellite service business of a satellite services provider operating in the Asia-Pacific region, which expanded the company’s customer base and geographic reach in the region; strong growth in LEO service revenue; and the achievement of three consecutive quarters of sequential service revenue growth, which represented a meaningful inflection point in the company’s strategic transition to a LEO-driven services business. As a result, the Compensation Committee deemed each named executive officer had achieved 100% of his or her target bonus opportunity with respect to corporate performance. In reaching this determination, the Compensation Committee recognized the importance of retaining key personnel in a challenging and competitive environment and recognized the efforts of each of the named executive officers. Long-Term Equity Incentives. Equity incentives are designed to reward the achievement of long-term growth in the price of our common stock. The equity grants to our named executive officers in 2025 consisted of stock options with a four-year vesting period designed to support the retention of our named executive officers and encourage the executives to focus on the long-term performance of our stock price. The compensation committee granted stock option awards because stock option awards closely align the interests of our executives with the interests of our stockholders as options generate cash value only with stock price appreciation. The compensation committee believed that granting equity incentives was the best method of motivating the named executive officers to manage our operations in a manner that is consistent with the long-term interests of our stockholders. The grant date fair values of the equity awards granted to our named executive officers in 2025 ranged from approximately 42% to 63% of the survey data median for annual grants for their respective positions. Policies and Practices Regarding the Grant of Stock Options. As of the date of this proxy statement, it is our policy not to grant stock options (including stock appreciation rights and similar awards with option-like features) in a manner that would establish the exercise price of the options based on trading prices occurring before the dissemination of material non-public information known to us at the time our compensation committee takes action to make the grant. Subject to the foregoing, it is our policy not to time the disclosure of material non-public information for the purpose of affecting the exercise price of options. In addition, it is our policy not to grant stock options in a manner that would establish the exercise price of the options based on trading prices occurring during periods when we presume to have material non-public information about KVH, including (a) during “blackout periods” established under our securities trading policy (each, a “Blackout Period”) or (b) during the period beginning four business days before, and ending one business day after, the anticipated (or, if later, actual) filing or furnishing of a report on Form 10-K, 10-Q or 8-K that discloses material non-public information (other than a report on Form 8-K disclosing a material new option grant under Item 5.02(e)) (each, a “Filing Window”). These restrictions do not apply to awards of restricted stock, restricted stock units or other types of awards that do not have an exercise price related to the market price of our common stock on the date of grant. Our compensation committee has the discretion to waive the application of these policies to particular facts and circumstances.

  18. PROPOSAL 2 – NON-BINDING SAY ON PAY VOTE

    PROPOSAL 2 – NON-BINDING SAY ON PAY VOTE Our executive officers are not permitted to choose the grant date for their individual stock option grants. Stock option grants to our employees, including our executive officers, and our directors are generally made annually at a meeting of the compensation committee that is held during the first quarter of each year. The grants are generally effective on the date of the meeting. However, if the meeting occurs during a Blackout Period or a Filing Window, the stock option grants will not be effective until the close of trading on the first full business day after the disclosure of the relevant quarterly earnings release or other material non-public information, unless such day is within a Filing Window, in which case such grants will not be effective until the close of trading on the first full business day after the filing or furnishing of the applicable report with the SEC. During 2025, we did not time the disclosure of material non-public information for the purpose of affecting the value of executive compensation. During 2025, the following stock options were awarded to our named executive officers with an effective grant date during a period beginning four business days before the filing or furnishing of a report on Form 10-K, 10-Q or 8-K that disclosed material nonpublic information (other than a report on Form 8-K that disclosed a material new option grant under Item 5.02(e)), and ending one business day after the filing or furnishing of that report:

  19. PROPOSAL 2 – NON-BINDING SAY ON PAY VOTE

    Pay Practices. We do not use certain executive pay practices that stockholder advocates consider to be problematic. For example, we do not provide extensive perquisites to our named executive officers, we have a “double-trigger” requirement for executives to receive cash severance and equity vesting upon a change of control, and we do not provide any tax gross-ups. We also have no guaranteed salary increases. Consultant Independence. Our compensation committee’s independent consultant is retained directly by the compensation committee, provides no other services to us, and has provided the compensation committee with a written attestation of its independence from management. Stockholders are being asked to vote on the following resolution: RESOLVED: That the compensation paid to the Company’s named executive officers, as disclosed in the Company’s proxy statement for the 2026 annual meeting of stockholders pursuant to Item 402 of Regulation S-K promulgated by the Securities and Exchange Commission, including the executive compensation tables and accompanying narrative disclosures, be, and it hereby is, approved. Approval of this proposal requires the affirmative vote of the holders of a majority of the votes cast on the proposal at the annual meeting. As an advisory vote, this proposal is not binding. The outcome of this advisory vote will not determine or overrule any decision by our directors or officers, create or imply any change to the fiduciary duties of our directors or officers or create or imply any additional fiduciary duties for our directors or officers. However, our compensation committee and board of directors value the opinions expressed by our stockholders in their vote on this proposal and will consider the outcome of the vote when making future compensation decisions for named executive officers.

  20. DIRECTORS AND EXECUTIVE OFFICERS

    DIRECTORS AND EXECUTIVE OFFICERS Directors serving a term expiring at the 2028 annual meeting (Class II directors):

  21. Brent C. Bruun

    Brent C. Bruun

  22. Age: 60

    Age: 60

  23. Director, President and Chief Executive Officer

    Director, President and Chief Executive Officer Brent C. Bruun has served as our president and chief executive officer since June 2022, having previously served as our interim president and chief executive officer from March 2022 to June 2022. He served as our chief operating officer with direct responsibility for our corporate development and mobile communication products and services for marine and land markets from July 2016 to March 2022 and direct responsibility for inertial navigation products from November 2018 to March 2022. From November 2012 to June 2016, Mr. Bruun served as our executive vice president of mobile broadband. From January 2011 to November 2012, he served as our senior vice president of global sales and business development. He served as our vice president of global sales and business development from July 2008 to December 2010. From January 2008 until joining KVH, Mr. Bruun worked as a private consultant. From January 2007 until January 2008, Mr. Bruun served as senior vice president of strategic initiatives for SES AMERICOM, a satellite operator providing services via its fleet of 16 geosynchronous satellites covering North America. In this position, he concentrated on global mobile broadband opportunities with particular emphasis on the maritime and aeronautical markets. Other positions held at SES AMERICOM included president of Americom’s Managed Solutions Division from July 2004 until December 2006 and senior vice president of business development from July 2002 until June 2004. Previously, Mr. Bruun held positions at KPMG LLP and General Electric. Mr. Bruun holds a B.S. in accounting from Alfred University and is a certified public accountant. Our nominating and corporate governance committee determined that Mr. Bruun should serve as a director because of his extensive satellite industry expertise.

  24. Joseph Spytek

    Joseph Spytek

  25. Age: 56

    Age: 56

  26. Director

    Director Committee Memberships: ➤ Nominating and Corporate Governance Committee Chair ➤ Compensation Committee Member ➤ Audit Committee Member Joseph Spytek has served as one of our directors since June 2025. In August 2025, he became the chairman of the nominating and corporate governance committee, a member of the audit committee, and a member of the compensation committee. Mr. Spytek joined the board of directors of Speedcast Communications, Inc., a global communications company, in October 2019 and served as its co-chief executive officer from February 2020 to January 2021, when he became the sole chief executive officer. He served in that position until December 2023. In April 2020, Speedcast filed a voluntary case under Chapter 11 of the United States Bankruptcy Code, which concluded in March 2021. From July 2017 to September 2019, Mr. Spytek provided technical advisory services regarding new business opportunities for the private equity firms Genesis Park and Riverside Partners. Mr. Spytek founded ITC Global, Inc., a provider of satellite communications to the energy, mining, and maritime markets, in 2001 and served as its founder and chief executive officer from its inception until June 2017. ITC Global, Inc. was acquired by Panasonic Corporation in August 2015 and became an independent unit of Panasonic Aviation. Mr. Spytek also served as a director of Speedcast Communications, Inc. from October 2019 to February 2020. Mr. Spytek holds a Bachelor of Engineering in Mechanical Engineering from Vanderbilt University. Our nominating and corporate governance committee determined that Mr. Spytek should serve as a director because it believes that his deep operational, financial, transactional and industry experience will enable him to provide valuable perspective to the board of directors and assist the board of directors to navigate ongoing changes in the communications industry.

  27. DIRECTORS AND EXECUTIVE OFFICERS

    DIRECTORS AND EXECUTIVE OFFICERS Our executive officers who are not also directors are listed below:

  28. Senior Vice President, General Counsel, Compliance Officer, Chief Data Privacy Officer, and Secretary

    | COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS |

  29. Summary Compensation Table For 2025

    Summary Compensation Table For 2025 The following table provides information concerning the compensation earned by our chief executive officer and each of our two most highly compensated executive officers other than the chief executive officer (collectively with the chief executive officer, our “named executive officers”) during 2025. In 2025, the salary and bonus (including the non-equity incentive plan compensation) of our named executive officers as a percentage of total compensation ranged from 70% to 78%.

  30. Summary Compensation Table For 2025

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5)(6) | Total ($) | | Brent C. Bruun President and Chief Executive Officer | 2025 | 538,810 | 1,000 | — | 425,840 | 485,185 | 10,500 | 1,461,335 | | | 2024 | 528,133 | 119,727 | 118,698 | 125,147 | 297,295 | 10,350 | 1,199,350 | | Felise B. Feingold SVP, General Counsel | 2025 | 343,600 | 1,000 | — | 170,336 | 171,891 | 9,421 | 696,248 | | | 2024 | 336,791 | 43,535 | 61,874 | 65,234 | 105,325 | 10,104 | 622,863 | | Anthony Pike(6) Chief Financial Officer | 2025 | 297,081 | 1,000 | — | 106,460 | 148,540 | 22,766 | 575,847 | | | 2024 | 278,302 | 27,448 | 19,013 | 20,049 | 70,605 | 21,734 | 437,151 |

  31. Summary Compensation Table For 2025

    (1) Amounts for 2025 reflect annual holiday bonuses. Amounts for 2024 reflect discretionary bonuses awarded in March 2024 to improve morale and promote retention after we announced a staged wind-down of our manufacturing operations and a related reduction-in-force and annual holiday bonuses of $1,000. (2) Amounts shown do not reflect compensation actually received by the named executive officer. Instead, the amounts shown represent the aggregate grant date fair value, computed using the closing price of our common stock on the date of grant in accordance with Accounting Standards Codification 718, Compensation – Stock Compensation (ASC 718), of restricted stock awards granted during each year, excluding the impact of estimated forfeitures related to service-based vesting conditions. (3) Amounts shown do not reflect compensation actually received by the named executive officer. Instead, the amounts shown represent the aggregate grant date fair value, computed using the Black-Scholes option pricing model in accordance with ASC 718, of options granted during each year, excluding the impact of estimated forfeitures related to service-based vesting conditions. The assumptions made to determine the value of these awards are set forth in Note 7 of our Consolidated Financial Statements included in our annual report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on March 10, 2026. (4) For 2025, the table reflects amounts that were earned under our management incentive compensation plan for 2025 performance that were determined and paid in March 2026. For 2024, the table reflects amounts that were earned under our management incentive compensation plan for 2024 performance and that were determined and paid in March 2025. (5) Amounts reflect the value of 401(k) matching contributions and, in the case of Mr. Pike, an automobile allowance and pension matching contributions. Mr. Pike’s automobile allowance was $7,912 and $7,672 for 2025 and 2024, respectively. Our named executive officers did not receive any other perquisites or personal benefits. (6) Amounts paid in British pounds have been converted to U.S. dollars using the average exchange rates in effect during 2024 and 2025, as applicable. For information regarding the material terms of our management incentive plan for 2025 and equity awards granted in 2025, see “Proposal 2 – Non-Binding Say on Pay Vote – Annual Cash-Based Incentive Compensation” and “Long-Term Equity Incentives” beginning on page 9 and the table below entitled “Outstanding Equity Awards at December 31, 2025”, including the footnotes.

  32. Outstanding Equity Awards at December 31, 2025

    Outstanding Equity Awards at December 31, 2025 The following table provides information concerning outstanding equity awards held by the named executive officers on December 31, 2025. The table gives effect to the acceleration of the vesting of certain awards on December 31, 2022.

  33. Outstanding Equity Awards at December 31, 2025

    | | Option Awards | | | | Stock Awards | | | | Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($)(1) | Option Expiration Date(2) | Grant Date of Shares of Stock That Have Not Vested | Number of Shares of Stock That Have Not Vested (#)(3) | Market Value of Shares of Stock That Have Not Vested ($)(4) | | Brent C. Bruun | | | | | | | | | | | | | | 6/8/2022 | 4,675 | 32,585 | | | | | | | 10/11/2022 | 1,417 | 9,876 | | | | | | | 3/7/2023 | 11,798 | 82,232 | | | | | | | 2/16/2024 | 17,698 | 123,355 | | | 34,686 | — | 12.68 | 3/31/2026 | | | | | | 38,352 | 12,784 | 8.09 | 5/2/2027 | | | | | | 11,546 | 3,848 | 8.82 | 10/11/2027 | | | | | | 28,036 | 28,036 | 9.81 | 3/7/2028 | | | | | | 14,018 | 42,054 | 5.03 | 2/16/2029 | | | | | | — | 200,000 | 5.75 | 3/3/2030 | | | | | Felise B. Feingold | | | | | | | | | | | | | | 6/8/2022 | 3,432 | 23,921 | | | | | | | 3/7/2023 | 6,150 | 42,866 | | | | | | | 2/16/2024 | 9,225 | 64,298 | | | 25,471 | — | 12.68 | 3/31/2026 | | | | | | 28,163 | 9,387 | 8.09 | 5/2/2027 | | | | | | 14,614 | 14,614 | 9.81 | 3/7/2028 | | | | | | 7,307 | 21,921 | 5.03 | 2/16/2029 | | | | | | — | 80,000 | 5.75 | 3/3/2030 | | | | | Anthony Pike | | | | | | | | | | | | | | 6/8/2022 | 619 | 4,314 | | | | | | | 3/7/2023 | 1,890 | 13,173 | | | | | | | 2/16/2024 | 2,835 | 19,760 | | | 4,907 | — | 12.68 | 3/31/2026 | | | | | | 5,082 | 1,694 | 8.09 | 5/2/2027 | | | | | | 4,492 | 4,491 | 9.81 | 3/7/2028 | | | | | | 2,246 | 6,737 | 5.03 | 2/16/2029 | | | | | | — | 50,000 | 5.75 | 3/3/2030 | | | |

  34. Outstanding Equity Awards at December 31, 2025

    (1) Options vest and become exercisable in equal installments on the first four anniversaries of the grant date. (2) Each option was granted five years before the option expiration date and has a five-year term. (3) Restricted stock awards vest in equal installments on the first four anniversaries of the grant date. Market value is calculated by multiplying the number of restricted stock awards that have not vested by $6.97, which was the closing price of our common stock on the Nasdaq Global Select Market on December 31, 2025, the last trading day of 2025.

  35. Pay Versus Performance Table

    Pay Versus Performance Table The following table provides a comparison between two measures of compensation for our named executive officers and certain measures of performance. The two compensation measures are the named executive officers’ “total compensation,” as presented in the Summary Compensation Table, and their “compensation actually paid,” a measure of compensation required by SEC rules. These measures are presented for each person who served as our chief executive officer during the relevant year, individually, and for our other named executive officers, as an average for the group. While both “total compensation” and “compensation actually paid” measure compensation for the same fiscal year, the two measures are calculated differently. Compensation actually paid is based on total compensation but substitutes different amounts for equity compensation. Compensation actually paid removes from total compensation the grant-date fair value of equity awards granted during the relevant year and replaces it with the net aggregate change in the fair value of equity awards during the relevant year. This net aggregate change in fair value represents the sum of: • the year-end fair value of new awards granted during the year that are outstanding and unvested as of the end of the year; • the change in the fair value (positive or negative) of unvested awards outstanding during the entire year, measured from the beginning of the year to the end of the year; • the vesting-date fair value of new awards that are granted and also vest in the year; • the change in the fair value (positive or negative) of unvested awards that are held at the beginning of the year and that also vest during the year, measured from the beginning of the year to the vesting date; • the loss in fair value of unvested awards outstanding at the beginning of the year that fail to meet applicable vesting conditions during the year, measured as the loss of the fair value of those awards at the beginning of the year; and • the dollar value of any dividends or other earnings paid on awards during the year prior to any vesting date that are not otherwise reflected in total compensation for the year. The net change in aggregate fair value must also reflect any increase in the fair value of any equity awards that were repriced or otherwise materially modified during the year. No equity awards were repriced or otherwise materially modified during any of the years presented.

  36. Pay Versus Performance Table

    | Year | Summary Compensation Table Total for Mr. Bruun | Compensation Actually Paid to Mr. Bruun | Average Summary Compensation Table Total for Non-PEO NEOs | Average Compensation Actually Paid to Non-PEO NEOs | Value of Initial Fixed $100 Investment Based On Total Shareholder Return(1) | Net Income ($000s) | | (a) | (b) | (c) | (d) | (e) | (f) | (h) | | 2025 | 1,461,335 | 1,457,559(2) | 636,047 | 633,175(2) | 68.20 | (7,383) | | 2024 | 1,199,350 | 1,203,610(3) | 557,641 | 527,038(3) | 62.02 | $(11,048) | | 2023 | 1,472,301 | 952,348(4) | 657,352 | 344,596(4) | $46.34 | $(15,422) |

  37. Pay Versus Performance Table

    (1) Represents the cumulative total shareholder return (on a dividends-reinvested basis) on our common stock from December 31, 2022, the last trading day before the earliest year presented in the table, to the last trading day of the relevant year, calculated on the basis of an investment of $100 in our common stock on December 31, 2022. Represents compensation actually paid for 2025 to Brent C. Bruun, our chief executive officer during 2025, and the average compensation actually paid for 2025 to Felise B. Feingold and Anthony Pike, our other named executive officers for 2025. The following table provides the adjustments to total compensation that were made in order to calculate compensation actually paid (excluding the grant-date fair value of equity awards granted in 2025, which is presented separately in the Summary Compensation Table):

  38. Pay Versus Performance Table

    | Change in Fair Value | Mr. Bruun | Average for non-PEO NEOs | | Grant Date Fair Value of Equity Awards Granted in 2025 | (425,840) | (138,398) | | New Grants Unvested at Year-End | 457,811 | 148,789 | | Prior Year Awards Unvested at Year-End | (1,397) | (678) | | New Grants that Vested in 2025 | — | — | | Prior Year Awards that Vested in 2025 | (34,351) | (12,585) | | Prior Year Awards that Failed to Vest in 2025 | — | — | | Dividends or Earnings on Awards Before Vesting | — | — |

  39. Pay Versus Performance Table

    Assumptions used in the calculation of fair values for this table that differed from the assumptions disclosed in the calculation of fair value as of the respective grant dates are: for option valuations as of December 31, 2024, a risk-free rate of 4.36%, volatility of 48.63%, an expected total life of 4.32 years (adjusted down based on time since grant), and the closing stock price on December 31, 2024; for option valuations during 2025, a risk-free rate of 3.93%, volatility of 40.81%, an expected total life of 4.00 years (adjusted down based on time since grant), and the closing stock price on, or in the case of weekend valuation dates immediately prior to, the valuation date; for RSAs, the closing stock price on, or in the case of weekend valuation dates immediately prior to, the valuation date. (3) Represents compensation actually paid for 2024 to Brent C. Bruun, our chief executive officer during 2024, and the average compensation actually paid for 2024 to Felise B. Feingold, Anthony Pike, Roger A. Kuebel and Robert J. Balog, our other named executive officers for 2024. The employment of Messrs. Kuebel and Balog terminated in 2024, and the compensation actually paid to them includes severance compensation paid to them in 2024, including the acceleration of vesting of certain equity awards. The following table provides the adjustments to total compensation that were made in order to calculate compensation actually paid (excluding the grant-date fair value of equity awards granted in 2024, which is presented separately in the Summary Compensation Table):

  40. Pay Versus Performance Table

    | Change in Fair Value | Mr. Bruun | Average for non-PEO NEOs | | Grant Date Fair Value of Equity Awards Granted in 2024 | (243,845) | (41,543) | | New Grants Unvested at Year-End | 261,345 | 44,524 | | Prior Year Awards Unvested at Year-End | 5,842 | 815 | | New Grants that Vested in 2024 | — | — | | Prior Year Awards that Vested in 2024 | (19,082) | (34,399) | | Prior Year Awards that Failed to Vest in 2024 | — | — | | Dividends or Earnings on Awards Before Vesting | — | — |

  41. Pay Versus Performance Table

    Assumptions used in the calculation of fair values for this table that differed from the assumptions disclosed in the calculation of fair value as of the respective grant dates are: for option valuations as of December 31, 2023, a risk-free rate of 4.49%, volatility of 43.93%, an expected total life of 4.3 years (adjusted down based on time since grant), and the closing stock price on December 31, 2023; for option valuations during 2024, a risk-free rate of 4.36%, volatility of 48.63%, an expected total life of 4.32 years (adjusted down based on time since grant), and the closing stock price on, or in the case of weekend valuation dates immediately prior to, the valuation date; for RSAs, the closing stock price on, or in the case of weekend valuation dates immediately prior to, the valuation date. Assumptions used in the calculation of fair values of options for which vesting was accelerated on April 22, 2024 were a risk-free rate of 5.42%, volatility of 39.91%, an expected total life of 0.25 years, and the closing stock price on April 22, 2024. (4) Represents compensation actually paid for 2023 to Brent C. Bruun, our chief executive officer during 2023, and the average compensation actually paid for 2023 to Robert J. Balog and Roger A. Kuebel, our other named executive officers for 2023. Martin Kits van Heyningen, our former chief executive officer, did not serve as a named executive officer during any portion of 2023. The following table provides the adjustments to total compensation that were made in order to calculate compensation actually paid (excluding the grant-date fair value of equity awards granted in 2023, which is presented separately in the Summary Compensation Table):

  42. Pay Versus Performance Table

    | Change in Fair Value | Mr. Bruun | Average for non-PEO NEOs | | Grant Date Fair Value of Equity Awards in 2023 | (458,885) | (255,031) | | New Grants Unvested at Year-End | $233,596 | $129,824 | | Prior Year Awards Unvested at Year-End | (294,664) | (187,549) | | New Grants that Vested in 2023 | — | — | | Prior Year Awards that Vested in 2023 | — | — | | Prior Year Awards that Failed to Vest in 2023 | — | — | | Dividends or Earnings on Awards Before Vesting | — | — |

  43. Pay Versus Performance Table

    Assumptions used in the calculation of fair values for this table that differed from the assumptions disclosed in the calculation of fair value as of the respective grant dates are: for option valuations as of December 31, 2022, a risk-free rate of 3.02%, volatility of 43.19%, an expected total life of 4.24 years (adjusted down based on time since grant), and the closing stock price on December 31, 2022; for option valuations during 2023, a risk-free rate of 4.49%, volatility of 43.93%, an expected total life of 4.3 years (adjusted down based on time since grant), and the closing stock price on, or in the case of weekend valuation dates immediately prior to, the valuation date; for RSAs, the closing stock price on, or in the case of weekend valuation dates immediately prior to, the valuation date.

  44. Pay Versus Performance Charts

    Pay Versus Performance Charts The following charts show, for the periods presented in the foregoing table, the relationship between, on the one hand, the compensation actually paid to each person who served as our chief executive officer during those periods and the average compensation actually paid to our other named executive officers and, on the other hand, each of: • Our cumulative total shareholder return since December 31, 2022, the last trading day before fiscal year 2023; and • Our net income (loss) over the last three years.

  45. Director Compensation

    Director Compensation

  46. Director Compensation Program for 2025

    Director Compensation Program for 2025 Our director compensation program for 2025 was designed to provide a majority of the directors’ compensation in the form of equity awards and the remainder of the directors’ compensation in cash in the form of annual retainers and meeting fees. Directors who were employees did not receive separate compensation for their services as directors. We paid directors serving as employees as set forth in the “Summary Compensation Table For 2025”. Our director compensation program for 2025 continued the program in place at the end of 2024. Under that program, non-employee directors receive an annual cash retainer of $26,250 as well as $2,625 for each regularly scheduled quarterly board meeting that they attend. In addition, non-employee directors receive an annual restricted stock award having a fair market value of $75,000 on the date of grant. In addition, directors serving in the capacities indicated in the following table receive additional annual restricted stock awards having a fair market value in the amount indicated in the following table for each such position:

  47. Director Compensation Program for 2025

    | Position | Annual Value of Restricted Stock Awards ($) | | Non-Employee Chair of the Board or Lead Independent Director | 7,500 | | Audit Committee Chair | 18,000 | | Audit Committee Member (other than Chair) | 9,000 | | Compensation Committee Chair | 10,000 | | Compensation Committee Member (other than Chair) | 5,000 | | Nominating and Corporate Governance Committee Chair | 10,000 | | Nominating and Corporate Governance Committee Member (other than Chair) | 5,000 |

  48. Director Compensation Program for 2025

    All of these awards vest in four equal quarterly installments and vest in full on the earlier of the first anniversary of the date of grant or the date of the next annual meeting of stockholders. Directors who are newly appointed to any of these positions receive a pro rata award based on their period of service in that position. In addition, all outstanding equity awards held by non-employee directors vest in full immediately prior to the consummation of a change in control (as defined in our Amended and Restated 2016 Equity and Incentive Plan (the “2016 Plan”) at the time of such change in control).

  49. Director Compensation Table for 2025

    Director Compensation Table for 2025 The following table provides information regarding the compensation of our directors who were not named executive officers for 2025.

  50. Director Compensation Table for 2025

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($)(2) | | David M. Tolley | 36,750 | 106,502 | 143,252 | | David B. Kagan | 36,750 | 103,004 | 139,754 | | Stephen Deckoff | 31,500 | 75,004 | 106,504 | | Joseph Spytek | 31,500 | 99,000 | 130,500 | | Charles. R. Trimble(3) | 5,250 | — | 5,250 |

  51. Director Compensation Table for 2025

    (1) Amounts shown do not reflect compensation actually received by the director. Instead, the amounts shown represent the aggregate grant date fair value, computed using the market price on the date of grant in accordance with ASC 718, of restricted stock awards granted during 2025, excluding the effect of estimated forfeitures. (2) Amounts shown reflect actual cash earned during 2025 as well as the aggregate grant-date fair value of stock awards granted during 2025. Refer to the “Outstanding Director Equity Awards at December 31, 2025” table for information concerning outstanding equity awards held by our non-employee directors. The term of Mr. Trimble ended at the annual meeting of stockholders on June 4, 2025.