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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:

o
 
Preliminary Proxy Statement

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

ý
 
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.

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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:
          

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LOGO

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

April 28, 2017

Dear Fellow Stockholder:

We are pleased to invite you to attend the KVH 2017 Annual Meeting of Stockholders. The meeting will take place on Wednesday, June 7, 2017 at 11:00 a.m. local time in our world headquarters at 50 Enterprise Center, Middletown, Rhode Island.

Our strategy is driven by our commitment to creating breakthrough performance and lasting competitive advantage by integrating hardware, software and service in seamless solutions for our customers – whether it's broadband connectivity for a ship's crew, satellite TV for a family onboard a boat, or fiber optic gyros for cutting-edge autonomous applications. Over the last several years, through acquisitions and investment in our business, we have significantly expanded our product and service offerings to support our strategy and position KVH for continued growth. We are confident that we have in place a highly capable management team and group of directors who are well qualified to oversee the success of the business and to represent all stockholders. We believe that our current strategy will create significant long-term value for KVH stockholders.

In addition to this proxy statement, we encourage you to read our 2016 Annual Report for a more complete picture of our performance and how we are working to increase stockholder value.

Finally, we encourage you to vote – regardless of the size of your share holdings. 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. You can vote over the Internet, by telephone, or by mailing a completed proxy card as outlined in the accompanying proxy statement.

On behalf of all of us at KVH, we want to thank you for your continued support and ownership of KVH. I hope to see you at the annual meeting.

              Sincerely,

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

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LOGO

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Date and Time:   Wednesday, June 7, 2017 at 11:00 a.m.

Place:
 
The Offices of KVH Industries, Inc.
World Headquarters
50 Enterprise Center
Middletown, Rhode Island

Items of Business:
 
Proposal 1 : To vote upon the election of two Class III directors to a three-year term;

 
 
Proposal 2 : To approve, in a non-binding "say on pay" vote, the compensation of our named executive officers;

 
 
Proposal 3 : To determine, in a non-binding "say on frequency" vote, the frequency of the vote on our executive compensation program (once every year, once every two years or once every three years)

 
 
Proposal 4 : To ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm; and

 
 
To transact such further business as may properly come before the annual meeting or any adjournment of the meeting.

Record Date:
 
Our Board of Directors has fixed the close of business on Monday, April 17, 2017, 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 April 17, 2017 are entitled to receive notice of, and to vote at, the annual meeting or any adjournment of the meeting.

 

              By Order of the Board of Directors,

    
 
    
 
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              Felise Feingold
Secretary

    
 
    
 
April 28, 2017

YOUR VOTE IS IMPORTANT

  Mail   Telephone   Internet   In Person
               
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  Please sign and return the enclosed proxy, whether or not you plan to attend the annual meeting.   Use the toll-free telephone number on your proxy card to vote by telephone.   Visit the website noted on your proxy card to vote via the Internet.   Attend the meeting in person.

Important Notice Regarding the Availability of Proxy Materials
for the Annual Meeting of Stockholders to be Held on June 7, 2017

This proxy statement and our 2016 annual report to stockholders are available on the Internet at
www.kvh.com/annual .
You can read, print, download and search these materials at that website.
The website does not use "cookies" or other tracking devices to identify visitors.

You can obtain directions to be able to attend the meeting and vote in person at www.kvh.com/annual .

None of the information on our website or elsewhere on the Internet forms a part of this proxy statement or is
incorporated by reference into this proxy statement.

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TABLE OF CONTENTS

Proxy Summary   1
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Questions and Answers About the Annual Meeting of Stockholders and Voting
 
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Proposal 1 – Election of Directors
 
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Proposal 2 – Non-Binding "Say on Pay" Vote
 
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Proposal 3 – Non-Binding "Say on Frequency" Vote
 
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Proposal 4 – Ratification of Appointment of Independent Registered Public Accounting Firm
 
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Directors and Executive Officers
 
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Compensation of Directors and Executive Officers
 
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Compensation Discussion and Analysis   19

Compensation Committee Report
 
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Summary Compensation Table   28
Grants of Plan-Based Awards   29
Outstanding Equity Awards   30
Option Exercises and Stock Vested During 2016   31
Director Compensation   31
Director Compensation Table   32
Outstanding Director Equity Awards   32

Equity Compensation Plans
 
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Security Ownership of Certain Beneficial Owners and Management
 
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Section 16(a) Beneficial Ownership Reporting Compliance
 
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Board of Directors and Committees of the Board
 
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Director Independence   37
Board Meetings   37
Board Leadership Structure   37
Risk Management   37
Board Committees   37
Compensation Committee Interlocks and Insider Participation   38
Director Candidates and Selection Processes   38
Corporate Governance   39
Communications with our Board of Directors   39
Code of Ethics   39
Certain Relationships and Related-Party Transactions   40

Audit Committee Report
 
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Principal Accountant Fees and Services
 
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Fees for Professional Services   42
Pre-Approval Policies and Procedures   42

Stockholder Proposals
 
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Available Information
 
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PROXY SUMMARY

The proxy summary is an overview of information that you will find elsewhere in this proxy statement and our 2016 Annual Report. As this section is only a summary, we encourage you to read the entire proxy statement for more information about these topics before you vote.

ANNUAL MEETING OF STOCKHOLDERS

Wednesday, June 7, 2017 at 11:00 a.m.

The Offices of KVH Industries, Inc.
World Headquarters
50 Enterprise Center
Middletown, Rhode Island

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VOTING MATTERS

Management Proposals   ​ Board Vote Recommendation   ​ Page  
1. Election of Directors     FOR the Nominee     7  
2. Non-Binding "Say on Pay" Vote   ​ FOR   ​ 10  
3. Non-Binding "Say on Frequency" Vote     FOR Once Every Year     13  
4. Ratification of Appointment of Independent Public Accounting Firm   ​ FOR   ​ 14  
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ELECTION OF DIRECTOR

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 nominee, may be found on pages 8 and 15-16.

Name   Age   Director
Since
  		Independent   Committee Membership
Bruce Ryan   73   2003   Yes   Audit Committee
Compensation Committee
Nominating and Corporate Governance Committee
Jim Dodez   58   —   No   —
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NON-BINDING "SAY ON PAY" VOTE

We are asking our stockholders to approve, in a non-binding vote, the compensation awarded to our named executive officers for 2016. As described in the Compensation Discussion and Analysis section, 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 the information we have provided in this proxy statement demonstrates 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 philosophy, policies and procedures described in this proxy statement.

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PROXY SUMMARY

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While this vote is advisory and not binding, the Board and the Compensation Committee will consider the outcome of the vote, along with other relevant factors, when considering future executive compensation decisions.

Additional information regarding the non-binding "say on pay" vote may be found on pages 10 to 12.

NON-BINDING "SAY ON FREQUENCY" VOTE

We are asking our stockholders to cast a non-binding vote in favor of holding future non-binding "say on pay" votes once every year, rather than once every two years or once every three years.

At our 2011 annual meeting of stockholders, a majority of the votes cast on the "say on frequency" vote were cast in favor of holding "say on pay" votes once every three years. We believe that, since 2011, a general consensus has developed that it is a good practice to hold "say on pay" votes once every year.

While this vote is advisory and not binding, the Board will consider the outcome of the vote, along with other relevant factors, when determining the frequency of future non-binding "say on pay" votes.

Additional information regarding the non-binding "say on frequency" vote may be found on page 13.

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:

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Our directors are elected by majority voting for three-year terms
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We have a majority of independent directors
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All of the members of our audit, compensation and nominating and corporate governance committees are independent
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We have appointed a lead independent director to serve as a liason between our independent directors and our Chairman of the Board, who is our President and Chief Executive Officer
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Executive sessions of independent directors are held at each regularly scheduled Board meeting
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Our independent directors attended 100% of the meetings of the Board in 2016
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We rotated our independent registered public accounting firm in June 2014
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We conduct a stockholder vote to ratify the selection of our independent registered public accounting firm
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The majority of director compensation is in the form of KVH common stock
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We have a strong pay-for-performance executive compensation philosophy
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We propose to conduct annual non-binding "say on pay" votes regarding our executive compensation program
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We do not have any executive employment agreements or change in control agreements
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Our independent compensation consultant is hired by the compensation committee
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We conduct annual board and committee self-assessments
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PROXY SUMMARY

2016 BUSINESS HIGHLIGHTS

2016 was another successful year at KVH as we enhanced our market share in the maritime VSAT broadband market and continued to add more products and services for customers in both our mobile connectivity and inertial navigation business segments.

Highlights of our business performance in 2016 include:

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Having shipped our 7,000 th  TracPhone satellite antenna system and more than 200,000 mobile satellite antennas, our position as the leading maritime VSAT broadband provider was confirmed by a leading maritime industry analyst firm in a June 2016 report indicating that our market share accounted for 29% of the vessels using Ku band services at the end of 2015, more than double that of the next competitor.

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We expanded our deployment of IP MobileCast to numerous global fleets and improved the quality and amount of content available to our subscribers with enhancements such as Newslink live, a new digital content service for crews.

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Our Videotel business continued to be recognized as a world leader in providing maritime training programs with our production of the training video "Safe Passage in the Singapore Strait", a multi-national initiative led by a number of maritime authorities.

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We received national recognition for product excellence from the National Marine Electronics Association, an association of the top marine electronics professionals in the United States. Both our TracPhone V3-IP and our TracVision TV3 products received the 2016 Product Excellence award in the satellite TV antenna category.

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We continued to convert large customers to our new KVH Broadband Airtime plans with major commercial fleets such as BW, Seaspan, and SMIT Lamnalco choosing our usage-based plans.

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In light of successes in autonomous vehicle prototype programs and a wide range of unmanned applications, we announced plans to develop a fiber optic gyro (FOG), low-cost inertial sensor for self-driving cars.

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We began shipment of our tactical navigation systems to support prototype vehicles for a program to produce a new fleet of US Army Armored Multi-Purpose Vehicles.

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Notwithstanding these successes, our revenue declined 4.6% from $184.6 million in 2015 to $176.1 million in 2016, and our net income declined from $2.3 million in 2015 to a net loss of $7.5 million in 2016, primarily due to continued headwinds in the commercial maritime market and lower TACNAV orders.
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2016 EXECUTIVE COMPENSATION HIGHLIGHTS

The 2016 compensation program for our named executive officers was comprised of three elements – base salary, cash-based incentive compensation and an annual equity grant. 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.

What We Do   What We Don't Do

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Offer competitive compensation that attracts and retains executive talent

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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

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Emphasize variable performance-based compensation over fixed compensation

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

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

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Align individual performance goals with our business strategy

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Cap incentive payments

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Benchmark compensation against that of a broad group of companies

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

 

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No long-term employment agreements or change of control agreements

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No guaranteed severance programs

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No tax gross-ups

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No guaranteed salary increases

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No guaranteed bonuses

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No cash-based incentive compensation programs that are not tied to performance

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No repricing of stock options or stock appreciation rights

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No discounted stock options or stock appreciation rights



Compensation mix for our named executive officers (other than any of our CFOs) during 2016 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 28. Fixed pay represents the sum of salary, holiday bonus and perquisites; variable pay represents equity awards and non-equity incentive plan compensation. We have excluded our CFOs from the calculation of compensation mix because, as a result of timing and other factors, none of them was eligible to participate in our non-equity incentive compensation plan for 2016.
 
Compensation Mix
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Incentive compensation for our named executive officers for 2016 was based on the compensation committee's assessment of the degree of achievement of both corporate and business unit performance goals and individual performance goals for that year. We did not achieve our corporate target for adjusted EBITDA, and we achieved 85% of our target for business unit profit for our mobile broadband business unit. We did not achieve our corporate performance goal for revenue growth or our mobile broadband business unit performance goal for revenue growth. Accordingly, based on the sliding scale used in our 2016 non-equity incentive plan, the Compensation Committee did not make any awards with respect to the portion of each named executive officer's incentive compensation target attributable to corporate performance and awarded 75% of the portion of the one named executive officer's incentive compensation target attributable to mobile broadband business unit performance. Considering discretionary awards for individual performance, the cash-based incentive compensation actually received by our CEO for 2016 was 22% of his base salary, rather than the targeted 90% of his base salary, and the cash-based incentive compensation actually received by our other named executive officers (excluding our current CFO) ranged from approximately 9% to 34% of their respective base salaries, rather than the targeted range of 35% to 55% of their respective base salaries. (As noted above, for timing and other reasons our CFOs did not participate in our non-equity incentive compensation plan for 2016.)

 

Actual Annual Incentive Versus Target
for the Chief Executive Officer
(Percentage of Base Salary) 		  Actual Annual Incentive Versus Target
for other Named Executive Officers (excluding CFOs)
(Average Percentage of Base Salary)

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QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING OF STOCKHOLDERS AND VOTING

What is the purpose of the annual meeting?

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

Proposal 1   To elect two Class III directors to a three-year term.

Proposal 2
 
To approve, in a non-binding "say on pay" vote, the compensation of our named executive officers.

Proposal 3
 
To determine, in a non-binding "say on frequency" vote, the frequency of the vote on our executive compensation program (once every year, once every two years or once every three years).

Proposal 4
 
To ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm.

Our Board of Directors does not intend to present to the annual meeting any business other than the proposals described in this proxy statement. Our Board of Directors was not aware, a reasonable time before mailing this proxy statement to stockholders, of any other business that may be properly presented for action at the annual meeting. If any other business should come before the annual meeting, the persons present will have discretionary authority to vote the shares they own or represent by proxy in accordance with their judgment, to the extent authorized by applicable regulations.

When is the record date?

Our Board of Directors has fixed the close of business on Monday, April 17, 2017, 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 the annual meeting, and to vote at, the annual meeting. At the close of business on the record date, there were 17,024,170 shares of our common stock outstanding. Each share of common stock outstanding on the record date will be entitled to cast one vote.

What are the methods of voting?

The shares represented by your properly signed 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 proxy card will be voted as

recommended in this proxy statement. We encourage you to vote on all matters to be considered.

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By signing and returning the proxy card in the enclosed envelope, you are enabling each individual named on the proxy card (known as a "proxy") to vote your shares at the meeting in the manner you indicate. We encourage you to sign and return the proxy card even if you plan to attend the meeting. In this way, your shares will be voted even if you are unable to attend the meeting. If you received more than one proxy card, it is an indication that your shares are held in multiple accounts. Please sign and return all proxy cards to ensure that all of your shares are voted.

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

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

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If you plan to attend the meeting and vote in person, we will provide you with a ballot at the meeting. If your shares are registered directly in your name, you are considered the stockholder of record and you have the right to vote in person at the meeting. If your shares are held in the name of your broker or other nominee, you are considered the beneficial owner of the shares held in street name. If you wish to vote shares held in street name at the meeting, you will need to bring with you to the meeting a legal proxy from your broker or other nominee authorizing you to vote your shares.

What constitutes a quorum? What is a broker "non-vote"?

Our by-laws provide that a quorum consists of a majority of the shares of common stock outstanding and entitled to vote at the annual meeting. Shares of common stock represented by a properly signed and returned proxy (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" are counted as present or represented for purposes of determining the existence of a quorum at the annual meeting. A "non-vote" occurs when a broker or nominee holding shares for a beneficial owner returns a proxy but does not vote that owner's shares on a proposal

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because the broker or nominee does not have discretionary voting power and has not received instructions from that owner.

What vote is required for approval?

A majority of the votes properly cast at the annual meeting will be necessary to elect each Class III director to a three-year term (proposal 1), to approve, in the non-binding "say on pay" vote, the compensation of our named executed officers (proposal 2), and to approve the ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm (proposal 4). A plurality of the votes properly cast at the annual meeting will be necessary to determine, in the non-binding "say on frequency" vote, the frequency of the vote on our executive compensation program (proposal 3). A majority of the votes properly cast at the annual meeting will be necessary to approve any other matter to be acted upon at the annual meeting. For more information on majority voting, please see "Board of Directors and Committees of the Board – Corporate Governance – Majority Voting."

What effect do abstentions and broker non-votes have?

Abstentions and broker "non-votes" will not be included in calculating the number of votes cast on any proposal. As a result, abstentions and broker "non-votes" will not have any effect on the outcome of the vote on any proposal.

Who will count the votes?

Our transfer agent, Computershare Trust Company, N.A., will separately tabulate the votes on each matter presented to the stockholders at the annual meeting.

Who is soliciting my vote? Are they paid solicitors?

We are soliciting proxies on behalf of our Board of Directors. No compensation will be paid by any person for our solicitation of proxies. We will reimburse brokers, 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 e-mail. We expect that the expense of any special solicitation will be nominal. We will pay all expenses incurred in connection with this solicitation.

How can a proxy be revoked?

You may revoke your proxy at any time before it is voted at the meeting. In order to revoke your proxy, you must either:

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sign and return another proxy card with a later date;

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

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if you voted by Internet or telephone, by following the instructions for revocation provided by Internet or telephone; or

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attend the meeting and vote in person.
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PROPOSAL 1 – ELECTION OF DIRECTORS

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

Our Board of Directors currently consists of six 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 III directors, Bruce J. Ryan and Robert W.B. Kits van Heyningen, is expiring.

Our Nominating and Corporate Governance Committee has nominated Bruce J. Ryan to serve as a Class III director for another three-year term. Our stockholders last elected

Mr. Ryan at our annual meeting of stockholders in June 2014.

Our Nominating and Corporate Governance Committee has nominated James S. Dodez, who served as a Strategy Advisor to our Chief Executive Officer until April 2017 and who served until May 2015 as our Senior Vice President of Marketing and Strategic Planning, to succeed Robert W.B. Kits van Heyningen, our Vice President of Research and Development. Because Mr. Dodez would, if elected, succeed to the board position currently held by Robert W.B. Kits van Heyningen, his election would not alter the number of non-independent directors serving on the Board of Directors.