VIEX Capital Issues Letter to Stockholders of KVH Industries, Inc.

VIEX Capital Advisors, LLC and the other participants in its solicitation (collectively, the “VIEX-led investor group” or “we”) today issued the below open letter to stockholders of KVH Industries, Inc. (NASDAQ: KVHI) (“KVH” or the “Company”) regarding the Company’s Annual Meeting of Stockholders (the “Annual Meeting”). The VIEX-led investor group is seeking to elect two highly-qualified individuals – John Mutch and Eric Singer – to KVH’s Board of Directors (the “Board”) at the Annual Meeting on June 17, 2021.

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Fellow Stockholders,

The VIEX-led investor group holds nearly 10% of KVH’s outstanding common stock, making us the Company’s largest stockholder. We believe the case for change atop KVH is crystal clear after 20 years of abysmal financial performance and insular corporate governance under founder, chairman and chief executive officer Martin Kits van Heyningen. We contend the case for change has grown even stronger in recent months as Mr. Kits van Heyningen and his long-standing boardroom allies threatened to invalidate our nomination, rebuffed our proposal to settle for one designee and subsequently initiated a multi-million-dollar smear campaign that has been chided by leading independent proxy advisory firms.

We find the Board’s wasteful campaign all the more alarming when taking into account that KVH appears to have not repaid its nearly $7 million loan under the Paycheck Protection Program. We are truly confounded by the Company’s decision to spend 5% of its capital on a proxy fight, especially when we were willing to settle for one designee. Given this seemingly irresponsible level of spending, we want stockholders to receive a detailed breakdown of the millions of dollars in professional fees and incentive payments associated with this contest.

In our view, stockholders have two distinct choices at this week’s Annual Meeting:

• Vote on the WHITE proxy card to elect our two highly-qualified nominees, who possess strong corporate governance acumen, ownership perspectives and turnaround experience in the technology sector. We feel this is the most direct path to disrupting the money-losing status quo and igniting a sustainable turnaround that benefits all of KVH’s stockholders and stakeholders.

• Vote on the Company’s card to elect two individuals with insufficient boardroom experience and no ownership perspectives. We suspect this would enable Mr. Kits van Heyningen and his allies to continue operating with minimal accountability and oversight. Without our nominees serving as a check on Mr. Kits van Heyningen, we fear the Company will continue to burn through capital and remain his unprofitable fiefdom.

Prior to voting, we encourage all stockholders to review our two public presentations and also consider the findings in the report issued by Glass, Lewis & Co. LLC (“Glass Lewis”) late last week. In addition to recommending that stockholders vote on VIEX’s WHITE proxy card to elect Mr. Mutch, Glass Lewis notes:¹