DEF 14A of Globalstar, Inc.
Filed Apr 10, 2024 · FY20230001366868-24-000052
Director Summary
Director Summary Our Bylaws provide for a nine-member Board of Directors and the Board currently consists of eight members. Our Board is divided into three classes, with staggered three-year terms. Each of Class A and C consists of three directors; and Class B consists of two directors. Mr. Lovett will not stand for re-election at the 2024 meeting of shareholders. The Board's Class C will consist of two directors and our Board will consist of seven members after the 2024 meeting. The Company is currently in the process of identifying and interviewing candidates for the remaining Class B and Class C directorships. In light of recent changes at the Company, including the XCOM transaction, the appointment of Mr. Jacobs and CEO and the amendments to the charter of our Nominating and Governance Committee described below, we believe that it is particularly important to conduct a thorough, thoughtful search process to identify appropriate candidates. Accordingly, the Company does not expect to complete this process before the Annual Meeting.The terms of the directors of each class expire at the annual meetings of stockholders to be held in 2025 (Class A), 2024 (Class C) and 2026 (Class B). At each annual meeting of stockholders, one class of directors will be elected for a term of three years to succeed the directors whose terms are expiring. The table below displays a summary of each director's board class and committee membership. Each director's narrative biography is also disclosed below the table.
Director Summary
| | Board Class | Director Since | Board Term Expiration | Audit | Nominating and Corporate Governance | Compensation | Strategic Review | | Keith O. Cowan | A | 12/2018 | 2025 | | ● | | ● | | Benjamin G. Wolff | A | 12/2018 | 2025 | ● | | ● | ● | | Dr. Paul E. Jacobs | A | 08/2023 | 2025 | | | | | | James F. Lynch | B | 12/2003 | 2026 | | | | | | Timothy E. Taylor | B | 12/2018 | 2026 | | | | ● | | William A. Hasler | C | 07/2009 | 2024 | ● | | | ● | | James Monroe III | C | 12/2003 | 2024 | | ● | ● | | | Michael J. Lovett | C | 12/2018 | 2024 | ● | | ● | |
Director Summary
| • | Chair | • | Member |
Director Summary
| 6 / Globalstar Proxy Statement 2024 | |
Director Summary
| Keith O. Cowan Age / 68 Director Since / 2018 | Mr. Cowan’s extensive experience in the telecommunications industry and global business development provides important insight in the launch and expansion of our products, services and networks. Mr. Cowan has served as a board member of over a dozen private companies, three public companies and numerous not-for-profit and civic organizations. Mr. Cowan's current and prior experience includes / •Chief Development Officer of Rivada Networks, Inc. - August 2020 to present •Chief Executive Officer of Cowan Consulting Corporation LLC - January 2013 to present •Chief Executive Officer of NVR3 LLC (dba Venadar) - September 2019 to present •President of Strategic Planning and Corporate Initiatives at Sprint Corporation - July 2007 to January 2013 •Board Member - Aegex Technologies •Board Member - Phunware, Inc. - January 2019 to November 2022 |
Director Summary
| Benjamin G. Wolff Age / 55 Director Since / 2018 | Mr. Wolff provides the Board with strong knowledge and insight into the telecommunications market in the United States and abroad and extensive experience in capital markets transactions. Mr. Wolff has served as a member of the board of directors of various telecom and technology companies. Mr. Wolff's current and prior experience includes / •President and CEO of Palladyne AI (formerly Sarcos Technology and Robotics Corporation) - February 2024 to present; also Co-Founder and Board Member (formerly Chairman, President and CEO from 2015 through 2021 and Executive Chairman from 2021 through 2022) •President of Eagle River Investments - 2004 to 2014 •Co-Founder of Clearwire Corporation (served in various capacities including President, CEO, Co-Chairman and member of the Board of Directors) - 2003 to 2011 •Chief Executive Officer, President and Chairman of Pendrell Corporation (formerly known as ICO Global Communications) - 2009 to 2014 |
Director Summary
| | Globalstar Proxy Statement 2024 / 7 |
Director Summary
| Dr. Paul E. Jacobs Age / 61 Director Since / 2023 | Dr. Jacobs brings insight into the daily operations of Globalstar and management experience to the Board. Dr Jacobs has a track record of innovation-led growth and serves on the board of various technology companies. Dr. Jacobs' current and prior experience includes / •CEO of Globalstar - August 2023 to present •Founder, CEO and Chairman of XCOM Labs (now renamed Virewirx Inc.) - 2018 to present •Director of Qualcomm - 2005 to 2018 (including Chairman of the Board of Directors from 2009 to 2018 and as Executive Chairman from March 2014 to March 2018) •CEO of Qualcomm - 2005 to 2014 (and as Group President of Qualcomm Wireless & Internet from 2001 to 2005 and Executive Vice President from 200 to 2005) •Director of Dropbox, Inc. - April 2016 to present •Direct of Arm Limited - December 2022 to present |
Director Summary
| James F. Lynch Age / 66 Director Since / 2003 | Mr. Lynch brings extensive financial management experience, especially in the telecom industry, to the Board. Mr. Lynch's current and prior experience includes / •Managing Partner of Thermo Capital Partners, L.L.C. - October 2021 to present •Executive Chairman of FiberLight, LLC - 2017 to 2022 (formerly CEO from 2015 through 2017) •Chairman of Xspedius Communications, LLC - January 2005 through October 2006 (formerly CEO from August 2005 through March 2006) •Managing Director at Bear Stearns & Co. - prior to joining Thermo •Limited Partner of Globalstar Satellite, L.P. |
Director Summary
| 8 / Globalstar Proxy Statement 2024 | |
Director Summary
| Timothy E. Taylor Age / 42 Director Since / 2018 | Mr. Taylor brings insight into the daily operations of Globalstar and management experience to the Board. Mr. Taylor's current and prior experience includes / •Vice President, Finance, Business Operations and Strategy of Globalstar - 2010 to present •Partner of The Thermo Companies - 2010 to present •Associate in the Mergers & Acquisitions Group at Brown Brothers Harriman - prior to joining Globalstar •Board Member of Birch Investment Partners, LLC, dba Timberland Cabinets - 2017 to present •Board Member of Thermo Communications Funding - 2014 to present |
Director Summary
| William A. Hasler Age / 82 Director Since / 2009 | Mr. Hasler has an extensive financial background and financial reporting expertise. Due to his financial leadership roles on other public company boards, he is well-suited to be both one of our directors and Chair of our Audit Committee. Mr. Hasler's current and prior experience includes / •Co-Chief Executive Officer of Aphton Corp. - 1998 to 2004 •Dean of the Haas School of Business, University of California, Berkeley - 1991 to 1998 •Vice Chairman of KPMG Peat Marwick - 1984 to 1991 •Certified Public Accountant •Former Director of Aviat Networks, DiTech Networks Corp., Mission West Properties, the Schwab Funds, Selectron Corp., Tousa Inc. and Rubicon Ltd. |
Director Summary
| | Globalstar Proxy Statement 2024 / 9 |
Director Summary
| James Monroe III Age / 69 Director Since / 2003 | Since 1984, Mr. Monroe has been the majority owner of a diverse group of privately owned businesses that have operated in the fields of telecommunications, real estate, power generation, industrial equipment distribution, financial services and leasing services that are sometimes referred to collectively in this proxy statement as “Thermo.” Mr. Monroe controls, directly or indirectly, various Thermo entities as reflected in the "Security Ownership of Certain Beneficial Owners and Management" table. In addition to being our primary financial sponsor, Mr. Monroe brings his long-term experience in investment, financing and the telecommunications industry to the Board. Mr. Monroe's current and prior experience includes / •Executive Chairman (formerly Chairman) of the Board of Globalstar - 2004 to present •CEO of Globalstar - 2005 through 2009 and from 2011 through 2018 |
Director Summary
| Michael J. Lovett Age / 63 Director Since / 2018 | Mr. Lovett brings extensive experience to the Board with a demonstrated track record in the telecommunications industry. Mr. Lovett has served as a member of the board of directors of various public and private companies. Mr. Lovett's current and prior experience includes / •Managing Partner of Eagle River Partners LLC - 2012 to present •CEO and President of Charter Communications (served in various capacities, including COO and Senior Vice President of Operations) - 2003 through 2012 •Advisory Board Member of Afiniti, Ltd. - 2016 to present •Board Member of Charter Communications - 2010 to 2012 •Board Member of SATMAP Incorporated d/b/a Afiniti - 2012 to 2017 •Board Member of St. Louis Public Broadcasting Nine Network Media - 2011 to 2014 |
Director Summary
| 10 / Globalstar Proxy Statement 2024 | |
Communicating with the Board of Directors or with Individual Directors
| Name | Fees Earned or Paid in Cash | Stock Awards ($)(1) | Option Awards ($)(1) | All Other Compensation ($) | Total ($) | | James Monroe III(2) | 50,000 | 50,000 | 75,000 | — | 175,000 | | Dr. Paul E. Jacobs(4) | 12,500 | — | — | — | 12,500 | | James F. Lynch(2) | 50,000 | 50,000 | 75,000 | — | 175,000 | | William A. Hasler(2)(3) | 50,000 | 101,000 | 75,000 | — | 226,000 | | Keith O. Cowan(2)(3) | 50,000 | 101,000 | 75,000 | — | 226,000 | | Benjamin G. Wolff(2)(3) | 50,000 | 101,000 | 75,000 | — | 226,000 | | Michael J. Lovett(2) | 50,000 | 50,000 | 75,000 | — | 175,000 | | Timothy E. Taylor(2)(3)(4) | 50,000 | 101,000 | 75,000 | — | 226,000 |
Policy on Pre-Approval Process of Audit and Permissible Non-Audit Services
Executive Officers and Compensation Executive Officers The current executive officers of the Company are James Monroe III, Executive Chairman; Dr. Paul E. Jacobs, Chief Executive Officer; Rebecca S. Clary, Vice President and Chief Financial Officer; and L. Barbee Ponder IV, Vice President of Regulatory Affairs and General Counsel. Mr. Kagan retired from the position of Chief Executive Officer in August 2023. Information about Mr. Monroe is given above under “Board of Directors and Corporate Governance.” Dr. Paul E. Jacobs, age 61, has been our Chief Executive Officer since August 2023. Prior to joining Globalstar, Dr. Jacobs served as Chairman and CEO of XCOM Labs, now Virewirx, since founding it in 2018. He served as CEO of Qualcomm from 2005 to 2014 and as a director of Qualcomm from 2005 to 2018, including as Chairman of the board of directors from 2009 to 2018 and as Executive Chairman from 2014 to 2018. Rebecca S. Clary, age 45, has been our Vice President and Chief Financial Officer since August 2014. She served as our Chief Accounting Officer from January 2013 to August 2014 and as Corporate Controller from June 2011 to January 2013. Prior to joining Globalstar, she was with PricewaterhouseCoopers LLP in its U.S. Audit and Assurance Services Practice. Ms. Clary is a Certified Public Accountant. L. Barbee Ponder IV, age 57, has been our General Counsel and Vice President of Regulatory Affairs since July 2010. He owned and operated a private company with timber, sand and gravel, and oil and gas interests from 2005 to July 2010. Mr. Ponder served in various regulatory counsel positions for BellSouth Corporation from 1996 to 2005. Prior to joining BellSouth, Mr. Ponder practiced with the Jones Walker law firm in New Orleans, where he specialized in commercial litigation including class action defense. The Company does not believe any of its other personnel are “executive officers” as the term is defined in the applicable rules of the Commission. Accordingly, the Company’s discussion of its named executive officers is limited to Messrs Monroe, Jacobs, Kagan and Ponder and Ms. Clary. Compensation Discussion and Analysis The following Compensation Discussion and Analysis (CD&A) should be read in conjunction with the compensation tables beginning on page 25. Our named executive officers for 2023 were: •James Monroe III, Executive Chairman •Dr. Paul E. Jacobs, Chief Executive Officer •Rebecca S. Clary, Vice President and Chief Financial Officer •L. Barbee Ponder IV, General Counsel and Vice President of Regulatory Affairs •David B. Kagan, Former Chief Executive Officer
Insider Trading Policy and Timing of Equity Awards
Insider Trading Policy and Timing of Equity Awards
Insider Trading Policy and Timing of Equity Awards
| | Globalstar Proxy Statement 2024 / 23 |
Insider Trading Policy and Timing of Equity Awards
The Company has an insider trading policy applicable to all directors, officers, employees, contract employees, consultants, and agents ("Covered Individuals"). The policy prohibits any Covered Individual, as well as any family member of any Covered Individual, from engaging in transactions involving the purchase or sale of the Company’s securities while such person has access to material nonpublic information, as well as from trading in the securities of other companies in breach of a fiduciary duty or other relationship of trust and confidence while in possession of material nonpublic information about such company or its securities. Generally our Board of Directors or Compensation Committee does not approve grants of such awards during a blackout period and does not take material nonpublic information into account when determining the timing and terms of such an award. Further, we do not have a policy or practice of timing the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. Our Board of Directors or Compensation Committee does not grant equity awards in anticipation of the release of material nonpublic information and the timing of filings of material nonpublic information is not based on equity award grant dates.
Clawback Policy
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | All Other Compensation ($)(2) | Total ($) | | Dr. Paul E. Jacobs Chief Executive Officer | 2023 | 142,308 | — | 36,075,405 | 3,749 | 36,221,462 | | Rebecca S. Clary Vice President and Chief Financial Officer | 2023 | 314,155 | — | 321,401 | 56,909 | 692,465 | | | 2022 | 330,690 | 7,000 | 1,565,401 | 7,971 | 1,911,062 | | | 2021 | 313,719 | 100,000 | 165,600 | 9,153 | 588,472 | | L. Barbee Ponder IV General Counsel and Vice President of Regulatory Affairs | 2023 | 311,086 | — | 369,200 | 54,414 | 734,700 | | | 2022 | 342,481 | 7,000 | 1,264,400 | 4,133 | 1,618,014 | | | 2021 | 330,889 | — | 267,200 | 5,144 | 603,233 | | David B. Kagan Former Chief Executive Officer | 2023 | 345,338 | — | 1,131,681 | 80,196 | 1,557,215 | | | 2022 | 546,897 | — | 1,330,400 | 14,870 | 1,892,167 | | | 2021 | 543,225 | 150,000 | 165,600 | 13,172 | 871,997 |
2023 Grants of Plan-Based Awards
2023 Grants of Plan-Based Awards
2023 Grants of Plan-Based Awards
| Name | Grant Date | Estimated Future Payouts Under Equity Incentive Plans: Maximum | All Other Stock Awards: Number of Shares of Stock Or Units | All Other Option Awards: Number of Securities Underlying Options | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($) | | Dr. Paul E. Jacobs | 9/25/2023 | 40,419,047 | — | — | — | 35,905,404(1) | | Rebecca S. Clary | 3/6/2023 | — | 68,966 | — | — | 80,000(2) | | | 12/7/2023 | — | 120,000 | — | — | 176,400(3) | | L. Barbee Ponder IV | 3/6/2023 | — | 55,172 | — | — | 64,000(2) | | | 3/6/2023 | — | 80,000 | — | — | 92,800(4) | | | 12/7/2023 | — | 120,000 | — | — | 176,400(3) | | David B. Kagan | 3/6/2023 | — | 103,448 | — | — | 120,000(2) |
2023 Grants of Plan-Based Awards
1.The grant date fair value per share on September 25, 2023 was $0.89 and computed using a Monte Carlo simulation model with a derived service period of 2.6 years. Restricted stock units which vest at any time during a four-year period from the date of grant based on the achievement of certain sustained stock price targets between $2.00 and $10.00. The RSUs vest in tranches upon Globalstar's common stock achieving the following price thresholds based on the 60-day weighted average closing price per share (the "Price"): (i) 1,500,000 will vest when the Price is $2.00; (ii) 2,800,000 will vest when the Price is $2.50; (iii) 8,333,333 will vest when the Price is $3.00; (iv) 2,857,143 will vest when the Price is $3.50; (v) 6,250,000 will vest when the Price is $4.00; (vi) 2,222,222 will vest when the Price is $4.50; (vii) 10,000,000 will vest when the Price is $5.00; (viii) 1,666,667 will vest when the Price is $6.00; (ix) 1,428,571 will vest when the Price is $7.00; (x) 1,250,000 will vest when the Price is $8.00; (xi) 1,111,111 will vest when the Price is $9.00; and (xii) 1,000,000 will vest when the Price is $10.00. 2.The Company's stock price on the date of the grant was $1.16. Represents bonus payments earned related to 2022 performance and granted in the form of restricted stock awards in March 2023. Awards vested immediately. 3.Restricted Stock Award granted pursuant to our 2006 Equity Incentive Plan. The Company's stock price on the date of the grant was $1.47. Awards vest one-third on grant date, one-third in December 2024, and one-third in December 2025. 4.Restricted Stock Award granted pursuant to our 2006 Equity Incentive Plan. The Company's stock price on the date of the grant was $1.16. Awards vested immediately.
2023 Grants of Plan-Based Awards
| | Globalstar Proxy Statement 2024 / 27 |
Outstanding Equity Awards at 2023 Fiscal Year-End
Outstanding Equity Awards at 2023 Fiscal Year-End The following table reports, on an award-by-award basis, each outstanding equity award held by the named executive officers on December 31, 2023. We generally do not permit executive officers to transfer awards prior to the vesting date, and no transfers were permitted during 2023. In connection with his service as an executive officer of the Company, Mr. Monroe does not have any outstanding equity awards at 2023 fiscal year-end and is not included in the table below.
Outstanding Equity Awards at 2023 Fiscal Year-End
| | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable | Number of Securities Underlying Unexercised Options Unexercisable (2) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested(2) | Market Value of Shares or Units of Stock That Have Not Vested (1) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (1) ($) | | Dr. Paul E. Jacobs(3) | 9/25/2023 | — | — | — | — | — | — | 40,419,047 | 78,412,951 | | Rebecca S. Clary | 8/27/2014 | 40,000 | — | 3.99 | 8/27/2024 | 0 | 0 | — | — | | | 12/12/2014 | 40,000 | — | 2.58 | 12/12/2024 | 0 | 0 | — | — | | | 11/15/2022 | — | — | — | — | 500,000 | 970,000 | — | — | | | 12/6/2022 | — | — | — | — | 40,008 | 77,616 | — | — | | | 12/7/2023 | — | — | — | — | 80,004 | 155,208 | — | — | | L. Barbee Ponder IV | 12/12/2014 | 40,000 | — | 2.58 | 12/12/2024 | — | — | — | — | | | 11/15/2022 | | | | | 300,000 | 582,000 | | | | | 12/6/2022 | — | — | — | — | 40,008 | 77,616 | — | — | | | 12/7/2023 | — | — | — | — | 80,004 | 155,208 | — | — | | David B. Kagan(4) | 1/13/2016 | 250,000 | — | 1.21 | 3/8/2024 | — | — | — | — |
Outstanding Equity Awards at 2023 Fiscal Year-End
1.Market value for shares of unvested restricted stock and unearned equity-based incentive plan holdings is equal to the product of the closing market price of the Company’s stock at December 31, 2023 of $1.94 and the number of unvested restricted shares or units of stock or the number of unearned equity-based incentive plan awards, as applicable. 2.Awards are granted pursuant to our 2006 Equity Incentive Plan and vest over different periods. Refer to table above "2023 Grants of Plan-Based Awards" for vesting terms of all options and stock awards granted during 2023. 3.All amounts in the table above consist of restricted stock units which may vest at any time during a four-year period from the date of grant based on the achievement of certain sustained stock price targets between $2.00 and $10.00. Refer to table above “2023 Grants of Plan-Based Awards” for vesting terms of stock awards granted during 2023. 4.Stock options outstanding for Mr. Kagan expired March 8, 2024, which was three months after his consulting period ended on December 8, 2023.
Outstanding Equity Awards at 2023 Fiscal Year-End
| 28 / Globalstar Proxy Statement 2024 | |
2023 Option Exercises and Stock Vested
2023 Option Exercises and Stock Vested The following table sets forth certain information regarding stock awards that vested during 2023 for the named executive officers. In connection with his service as an executive officer of the Company, Dr. Jacobs and Mr. Monroe did not exercise any options or have any restricted stock vest during 2023; therefore, they are not included in the table below.
2023 Option Exercises and Stock Vested
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise | Value Realized on Exercise ($) (1) | Number of Shares Acquired on Vesting | Value Realized on Vesting ($)(2) | | Rebecca S. Clary | — | — | 245,633 | 334,768 | | L. Barbee Ponder IV | — | — | 328,506 | 434,734 | | David B. Kagan(3) | — | — | 2,296,794 | 2,918,283 |
2023 Option Exercises and Stock Vested
1.The value realized upon exercise represents the excess of the market price of the underlying securities on the date of exercise and the exercise price of the options. 2.The aggregate market value realized upon the vesting of restricted stock awards represents the aggregate market value of Globalstar common stock on the vesting date, which was determined using the closing price on the vesting date, or if such day is a weekend or holiday, on the immediately preceding trading day. 3.Upon Mr. Kagan's retirement in August 2023, the Company accelerated the vesting of all unvested restricted stock awards.
Payments Upon Termination or Change in Control
Payments Upon Termination or Change in Control Jacobs Employment Agreement Dr. Jacobs is employed under an amended and restated employment agreement between Globalstar and Dr. Jacobs. There is no termination date in the agreement, and employment may be terminated by the Company or Dr. Jacobs under customary circumstances. The employment agreement provides for payment of base salary and an initial equity grant (as discussed in Compensation, Discussion and Analysis above) as well as the ability to earn an annual bonus. Dr. Jacobs is also entitled to participate in the Company's benefit plans. Upon termination of employment, Dr. Jacobs shall be entitled to receive all earned but unpaid base salary, vested benefits, and any unpaid business expenses. Upon certain termination conditions, not including a change of control, unvested restricted stock units may continue to vest for a period of two years. Upon termination in connection with a change of control, Dr. Jacobs will receive a final measurement treatment of any vested restricted stock units, meaning that the vesting of Dr. Jacobs’ restricted stock units will be measured based on the stock price vesting requirements at the time of the change of control, and all restricted stock units that remain unvested after this measurement will be forfeited. Payments Upon Termination or Change of Control: Dr. Jacobs, Ms. Clary and Mr. Ponder Other than agreements with respect to compensation, we have not entered into employment agreements with our executive officers, and other than Dr. Jacobs, including Ms. Clary or Mr. Ponder. Voluntary termination of employment or retirement would not result in any payments to Ms. Clary and Mr. Ponder beyond the amounts each would be entitled to receive under our retirement plan. We pay life insurance premiums for all U.S.-based employees that will be paid (based on a multiple of salary) to the employee’s beneficiary upon death. Severance payments may be paid to eligible U.S.-based employees if an employee is terminated due to a reduction in workforce and upon the employee’s execution of a release of claims. Under this plan, Ms. Clary and Mr. Ponder would receive a lump sum payment equal to six to eight weeks' base salary. Other severance, if any, is determined at the time of dismissal and is subject to negotiation.
Payments Upon Termination or Change in Control
| | Globalstar Proxy Statement 2024 / 29 |
Payments Upon Termination or Change in Control
Under the Plan, if a participant dies, becomes disabled or is terminated for cause, unvested awards are forfeited. For vested option awards, the participant or his survivor generally has 12 months to exercise. If a participant is terminated for cause, all unexercised vested options also are forfeited. If a change in control occurs, any unvested options or restricted shares outstanding would vest immediately. A change in control occurs upon: (1) a person or group (other than us, an existing controlling stockholder, or a trustee for an employee benefit plan) acquiring beneficial ownership of 50% or more of the voting power in the election of directors; (2) upon merger or consolidation; (3) a sale of all or substantially all of our assets; or (4) the sale or exchange by the stockholders of more than 50% of our voting stock; provided however, that a change in control is not deemed to have occurred if the majority of the board of directors of the surviving company is comprised of our directors. The Compensation Committee, in its discretion, also may take other actions to provide for the acceleration of the exercisability or vesting of other awards under the Plan prior to, upon or following a change in control. The following table shows the amount of potential payments to the current named executive officers under the listed events, based on the assumption that the triggering event took place on December 31, 2023. In connection with his service as an executive officer of the Company, Mr. Monroe did not receive any compensation nor does Mr. Monroe have any outstanding equity awards at 2023 fiscal year-end, and therefore he is not reflected in the table below. There are no unvested stock options for Messrs. Jacobs and Ponder or Ms. Clary, and therefore amounts are not reflected in the table below. Mr. Kagan was no longer subject to termination or death benefits and is not reflected in the table below.
Payments Upon Termination or Change in Control
| | Dr. Jacobs | Ms. Clary | Mr. Ponder | Mr. Kagan | | Death | | | | | | Insurance proceeds | $700,000 | $628,310 | $622,172 | $— | | Termination – Reduction in Workforce | | | | | | Severance | $57,692 | $48,332 | $47,859 | $— | | Change in Control | | | | | | Immediate Vesting of Unvested Restricted Stock Awards | $78,412,951 | $1,202,823 | $814,823 | $— | | Retirement | | | | | | Accelerated Vesting of Unvested Restricted Stock Awards | $— | $— | $— | $1,131,681 |
Payments Upon Termination or Change in Control
Equity Compensation Plan Information The following table provides information as of December 31, 2023 regarding the number of shares of Common Stock that may be issued under our equity compensation plans.
Payments Upon Termination or Change in Control
| Plan category | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) | Weighted-average exercise price of outstanding options, warrants and rights | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) |
Payments Upon Termination or Change in Control
| 30 / Globalstar Proxy Statement 2024 | |
Payments Upon Termination or Change in Control
| Equity compensation plans approved by security holders | 57,539,129(1) | $1.24(2) | —(3) | | Equity compensation plans not approved by security holders | — | — | — | | Total | 57,539,129(1) | $1.24(2) | —(3) |
Payments Upon Termination or Change in Control
1.Consists of unvested restricted stock awards, unvested restricted stock units and unexercised stock options. Also includes 40.4 million unvested restricted stock units that may vest upon achievement of sustained stock price targets between $2.00 and $10.00 over a four-year period. 2.Restricted stock awards and restricted stock units do not have an exercise price; therefore, this column only reflects the weighted-average exercise price of outstanding stock options. 3.As of December 31, 2023, there were no remaining shares of common stock reserved for future issuance under our 2006 Equity Incentive Plan. In March 2024, our board of directors authorized an additional 37.6 million shares to be reserved for future issuance under our 2006 Equity Incentive Plan. 6.4 million shares remain available for issuance under our ESPP as of December 31, 2023.
Payments Upon Termination or Change in Control
| | Globalstar Proxy Statement 2024 / 31 |
Payments Upon Termination or Change in Control
Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company. For further information concerning the Company’s variable pay-for-performance philosophy and how we align executive compensation with the Company's performance, refer to "Executive Officers and Compensation - Compensation Discussion and Analysis."
Payments Upon Termination or Change in Control
| Year | Summary compensation table total for PEO(1) | | Compensation actually paid to PEO(2) | | Average summary compensation table total for non-PEO NEOs(3) | Average compensation actually paid to non-PEO NEOs(4) | Value of initial fixed $100 investment based on: | | Net Loss(7) | Adjusted EBITDA(8) | | | | | | | | | Total shareholder return (TSR)(5) | Peer group TSR(6) | | | | | David B. Kagan | Dr. Paul E. Jacobs | David B. Kagan | Dr. Paul E. Jacobs | | | | | | | | 2023 | $1,557,215 | $36,221,461 | $507,156 | $54,143,331 | $713,583 | $939,058 | $373.08 | $107.36 | $(24,718,000) | $116,717,000 | | 2022 | $1,892,166 | $— | $1,250,965 | $— | $1,764,537 | $1,277,946 | $255.77 | $95.61 | $(256,915,000) | $57,396,000 | | 2021 | $871,997 | $— | $4,318,956 | $— | $595,857 | $952,036 | $223.08 | $127.87 | $(112,625,000) | $38,711,000 | | 2020 | $727,937 | $— | $145,209 | $— | $580,343 | $375,332 | $65.38 | $122.04 | $(109,639,000) | $42,158,000 |
Payments Upon Termination or Change in Control
1.Dr. Paul E. Jacobs became our Chief Executive Officer in August 2023. David B. Kagan was our Chief Executive Officer from September 2018 through August 2023. The dollar amounts reported are the amounts of total compensation reported for Dr. Jacobs and Mr. Kagan for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to Executive Compensation – Summary Compensation Table. 2.The dollar amounts reported represent the amount of “compensation actually paid” to Dr. Jacobs and Mr. Kagan, as calculated in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned or paid to Dr. Jacobs and Mr. Kagan during the applicable year. These amounts reflect the Summary Compensation Table Total with certain adjustments as described below. Neither Dr. Jacobs nor Mr. Kagan have pension benefits; therefore, columns reporting Change in Actuarial Value of Pension Benefits and Pension Benefit Adjustments are omitted. Dr. Jacobs was appointed as Chief Executive Officer in August 2023; accordingly amounts prior to 2023 are not shown below.
Payments Upon Termination or Change in Control
| Year | Summary compensation table total for Dr. Paul E. Jacobs | Reported Value of Equity Awards for Dr. Paul E. Jacobs(a) | Equity Award Adjustments for Dr. Paul E. Jacobs(b) | Compensation actually paid to Dr. Paul E. Jacobs | | 2023 | $36,221,461 | $36,075,405 | $53,997,274 | $54,143,331 |
Payments Upon Termination or Change in Control
| Year | Summary compensation table total for David B. Kagan | Reported Value of Equity Awards for David B. Kagan(a) | Equity Award Adjustments for David B. Kagan(b) | Compensation actually paid to David B. Kagan | | 2023 | $1,557,215 | $1,131,681 | $81,622 | $507,156 | | 2022 | $1,892,166 | $1,330,400 | $689,199 | $1,250,965 | | 2021 | $871,997 | $165,600 | $3,612,559 | $4,318,956 | | 2020 | $727,937 | $182,359 | $(400,369) | $145,209 |
Payments Upon Termination or Change in Control
a.The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year.
Payments Upon Termination or Change in Control
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Payments Upon Termination or Change in Control
b.The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following to the extent applicable: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in the same applicable year, the fair value as of the vesting date; and (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are set forth below. Columns reporting fair value at the end of the prior year of equity awards that failed to meet vesting conditions in the year and value of dividends or other earnings paid on stock or option awards not otherwise reflected in fair value or total compensation are omitted, because they are not applicable.
Payments Upon Termination or Change in Control
| Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Dr. Paul E. Jacobs | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Dr. Paul E. Jacobs | Change in Fair Value of Equity Awards Granted and Vested in the same Covered Year for Dr. Paul E. Jacobs | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Dr. Paul E. Jacobs | Total - Inclusion of Equity Values for Dr. Paul E. Jacobs | | 2023 | $53,997,274 | $— | $— | $— | $53,997,274 |
Payments Upon Termination or Change in Control
| Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for David B. Kagan | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for David B. Kagan | Change in Fair Value of Equity Awards Granted and Vested in the same Covered Year for David B. Kagan | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for David B. Kagan | Total - Inclusion of Equity Values for David B. Kagan | | 2023 | $— | $98,075 | $120,000 | $(136,453) | $81,622 | | 2022 | $203,940 | $310,726 | $— | $174,533 | $689,199 | | 2021 | $139,200 | $1,852,132 | $144,999 | $1,476,228 | $3,612,559 | | 2020 | $27,201 | $(409,926) | $130,992 | $(148,636) | $(400,369) |
Payments Upon Termination or Change in Control
3.The dollar amounts reported represent the average of the amounts reported for the Company’s named executive officers (NEOs) as a group (excluding Dr. Jacobs and Mr. Kagan) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs (excluding Dr. Jacobs and Mr. Kagan) included for purposes of calculating the average amounts in each of 2023, 2022, 2021 and 2020 are as follows: Rebecca S. Clary, Vice President and Chief Financial Officer, and L. Barbee Ponder IV, Vice President of Regulatory Affairs and General Counsel. As discussed in this Proxy Statement, Mr. Monroe did not receive any compensation during 2020 through 2023 for his service as an executive officer of the Company; therefore, he is not included. 4.The dollar amounts reported represent the average amount of “compensation actually paid” to the NEOs as a group (excluding Dr. Jacobs and Mr. Kagan), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding Dr. Jacobs and Mr. Kagan) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group (excluding Dr. Jacobs and Mr. Kagan) for each year to determine the compensation actually paid, using the same methodology described above in Note 2. The NEOs do not have pension benefits; therefore, columns reporting Change in Actuarial Value of Pension Benefits and Pension Benefit Adjustments are omitted.
Payments Upon Termination or Change in Control
| Year | Average summary compensation table total for non-PEO NEOs | Reported Value of Equity Awards for non-PEO NEOs | Equity Award Adjustments for non-PEO NEOs(a) | Average compensation actually paid to non-PEO NEOs | | 2023 | $713,583 | $345,301 | $570,776 | $939,058 | | 2022 | $1,764,537 | $1,414,900 | $928,309 | $1,277,946 | | 2021 | $595,857 | $216,400 | $572,579 | $952,036 | | 2020 | $580,343 | $267,973 | $62,962 | $375,332 |
Payments Upon Termination or Change in Control
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Payments Upon Termination or Change in Control
a.The amounts deducted or added in calculating the equity award adjustments are set forth below. Columns reporting fair value at the end of the prior year of equity awards that failed to meet vesting conditions in the year and value of dividends or other earnings paid on stock or option awards not otherwise reflected in fair value or total compensation are omitted, because they are not applicable.
Payments Upon Termination or Change in Control
| Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs | Average Change in Fair Value of Equity Awards Granted and Vested in the same Covered Year for Non-PEO NEOs | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs | Total - Average Inclusion of Equity Values for Non-PEO NEOs | | 2023 | $155,208 | $223,673 | $177,194 | $14,701 | $570,776 | | 2022 | $724,856 | $(7,629) | $40,000 | $171,082 | $928,309 | | 2021 | $139,200 | $118,139 | $93,300 | $221,940 | $572,579 | | 2020 | $55,536 | $(17,090) | $170,481 | $(145,965) | $62,962 |
Payments Upon Termination or Change in Control
5.Cumulative TSR is calculated by dividing the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. TSR is determined based on the value of an initial fixed investment of $100. 6.The peer group used for this purpose is the Nasdaq Telecommunications index. 7.The dollar amounts reported represent the amount of net loss reflected in the Company’s audited financial statements for the applicable year. 8.Adjusted EBITDA is a non-GAAP measure defined as GAAP net income (loss) before interest, income taxes, depreciation, amortization, accretion and derivative (gains)/losses. Adjusted EBITDA excludes non-cash compensation expense, reduction in the value of assets, foreign exchange (gains)/losses, and certain other non-cash or non-recurring charges as applicable. We have determined that Adjusted EBITDA is the financial performance measure that, in the Company’s assessment, represents the most important performance measure (not otherwise required to be disclosed in the table) used by the Company to link compensation actually paid to the Company’s NEOs, for the most recently completed fiscal year, to Company performance. Description of Relationship Between Compensation Actually Paid to the PEOs and Average of Compensation Actually Paid to Non-PEOs and Company Cumulative Total Shareholder Return (TSR) The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and our cumulative TSR for the four most recently completed fiscal years. In 2023, we had two PEOs, Dr. Jacobs and Mr. Kagan, as shown in the table above, and the graph below shows the sum of the compensation actually paid to both PEOs for 2023. A significant portion of the compensation actually paid to our NEOs is comprised of equity awards with the long-term intention of such compensation directly correlated with the value of Globalstar common stock, which we believe aligns compensation actually paid and Globalstar's cumulative TSR.
Payments Upon Termination or Change in Control
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Payments Upon Termination or Change in Control
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Payments Upon Termination or Change in Control
Description of Relationship Between Compensation Actually Paid to the PEO and Average of Compensation Actually Paid to Non-PEO NEOs and Company Net Loss The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Net Loss during the four most recently completed fiscal years.
Payments Upon Termination or Change in Control
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Payments Upon Termination or Change in Control
Description of Relationship Between Compensation Actually Paid to the PEO and Average of Compensation Actually Paid to Non-PEO NEOs and Adjusted EBITDA The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our other NEOs, and our Adjusted EBITDA for the four most recently completed fiscal years. As described above, Adjusted EBITDA is defined as GAAP net income (loss) before interest, income taxes, depreciation, amortization, accretion and derivative (gains)/losses. Adjusted EBITDA excludes non-cash compensation expense, reduction in the value of assets, foreign exchange (gains)/losses, and certain other non-cash or non-recurring charges as applicable. We have determined that Adjusted EBITDA is the financial performance measure that, in the Company’s assessment, represents the most important performance measure (not otherwise required to be disclosed in the table) used by the Company to link compensation actually paid to the Company’s NEOs, for the most recently completed fiscal year, to Company performance. Under the Company’s annual bonus plan, which is designed to reward NEOs’ efforts to meet and exceed the Company's financial performance goals, the Company used Adjusted EBITDA when determining the bonus pool available for distribution to the NEOs during the fiscal year. As described in more detail in the section “Executive Officers and Compensation – Compensation Discussion and Analysis,” for each 1% of Adjusted EBITDA above or below the plan year target Adjusted EBITDA, adjustments are made to either increase or decrease the bonus distribution.
Payments Upon Termination or Change in Control
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