Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e)
Awards under Performance Share Program
The Compensation Committee of the Board of Directors (the "Committee") of
OnFebruary 10, 2023 , the Committee approved Awards under the Program to the Company's principal executive officer, principal financial officer and other named executive officers, designated a Performance Goal and a Performance Period related to such Awards, and specified a vesting schedule for the Awards. These Awards, which will be granted onMarch 1, 2023 , specified a Target Award (and the related Maximum Award) for each of these executives as set forth in the table below. The Awards were approved with a specified dollar value and will be converted to an equivalent number of shares of common stock based on the closing price of the common stock on the grant date, rounded down to the nearest whole share. Officer Title Target Award ($) Maximum Award ($) Matthew J. Desch Chief Executive Officer$ 3,500,000 $ 5,250,000 Thomas J. Fitzpatrick Chief Financial Officer and Chief Administrative Officer$ 1,250,000 $ 1,875,000 Suzanne E. McBride Chief Operations Officer$ 1,250,000 $ 1,875,000 Bryan J. Hartin Executive Vice President, Sales and Marketing $ 750,000 $ 1,125,000 Scott T. Scheimreif Executive Vice President, Government Programs $ 750,000 $ 1,125,000
The Actual Awards for each executive will be based on the level of achievement
of the Performance Goal, which is the growth of the Company's average service
revenue for 2023 and 2024, calculated in accordance with generally accepted
accounting principles, excluding contributions from our Russian subsidiaries,
due to the uncertainties surrounding our Russian operations as a result of
The Actual Award will vest as to 50% of the underlying shares when the Committee
determines the Company's level of achievement of the Performance Goal, which
would occur in the first quarter of 2025, and as to the remaining 50% on
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The description of the Program contained herein is a summary of its material
terms, does not purport to be complete and is qualified in its entirety by
reference to the Program and the Plan. The Program was filed as an exhibit to
the Company's Quarterly Report on Form 10-Q for the quarter ended
Iridium 2023 Performance Bonus Plan
On
The Committee also established the Target Bonus Percentage (expressed as a percentage of earned base salary) under the Iridium Bonus Plan for each of the Company's principal executive officer, principal financial officer and other named executive officers, as set forth in the table below.
Target Bonus Officer Title Percentage Matthew J. Desch Chief Executive Officer 100 % Thomas J. Fitzpatrick Chief Financial Officer and Chief Administrative Officer 80 % Suzanne E. McBride Chief Operations Officer 80 % Bryan J. Hartin Executive Vice President, Sales and Marketing 65 % Scott T. Scheimreif Executive Vice President, Government Programs 65 %
The actual Bonus Award will be calculated by multiplying the Target Bonus Award by a corporate performance factor determined by the Committee based on the achievement of the following corporate performance goals: (i) OEBITDA (as defined by the Company and announced in its earnings release for the 2023 calendar year); (ii) specified strategic goals; and (iii) specified measures of user satisfaction. The resulting amount may then be reduced but not increased by the Committee based on a personal performance factor ranging from 0% to 100%. Any actual Bonus Award earned by any participant may not exceed 180% of the participant's Target Bonus Award.
Bonus Awards up to the Target Bonus Award will be paid in a combination of
common stock of the Company in the form of restricted stock units granted under
the Plan and cash. Restricted stock units equal in value to 60% of each
executive's Target Bonus Award will be granted on
Any amounts paid under the Iridium Bonus Plan are subject to recoupment from participants in accordance with the Company's Policy for Recoupment of Incentive Compensation.
The description of the Iridium Bonus Plan contained herein is a summary of the
material terms of the Iridium Bonus Plan, does not purport to be complete, and
is qualified in its entirety by reference to the Iridium Bonus Plan, which will
be filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the
quarter ending
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