DEF 14A of Globalstar, Inc.
Filed Apr 2, 2026 · FY20250001366868-26-000019
Highlights of our Director Compensation Program
Highlights of our Director Compensation Program •$50,000 is paid in cash annually to each Director over a quarterly basis •$50,000 in value of restricted stock awards are awarded to Directors each January •6,666 options to purchase shares of common stock are awarded to Directors each January •3,333 restricted stock awards are awarded to members of the Strategic Review Committee each May The table below reflects compensation paid to our directors during 2025.
Highlights of our Director Compensation Program
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(2) | Option Awards ($)(1)(2) | All Other Compensation ($) | Total ($) | | James Monroe III | 50,000 | 50,000 | 127,787 | — | 227,787 | | Dr. Paul E. Jacobs(4) | 50,000 | 50,000 | 127,787 | — | 227,787 | | James F. Lynch | 50,000 | 50,000 | 127,787 | — | 227,787 | | William A. Hasler(3) | 50,000 | 108,627 | 127,787 | — | 286,414 | | Keith O. Cowan(3) | 50,000 | 108,627 | 127,787 | — | 286,414 | | Benjamin G. Wolff(3) | 50,000 | 108,627 | 127,787 | — | 286,414 | | Timothy E. Taylor(3)(4) | 50,000 | 108,627 | 127,787 | — | 286,414 |
Highlights of our Director Compensation Program
1.Represents the aggregate grant date fair value computed consistent with FASB ASC Topic 718. For further discussion of our accounting policies for stock-based compensation and assumptions used in calculating the grant date fair value of stock-based compensation awards, see Note 15 to the Consolidated Financial Statements in our 2025 Annual Report on Form 10-K. The actual amount of compensation realized, if any, for option and stock awards may differ from the amounts presented in the table. 2.On January 6, 2025, we granted our directors options to purchase 6,666 shares of our common stock with a grant date fair value of $19.17 per share and 1,522 restricted stock awards with a grant date fair value of $32.85 per share. The options to purchase shares of common stock vest in one-third annual increments over a three-year period and the restricted stock awards cliff vest after a one-year period. The following table sets forth the total number of unvested restricted stock awards and stock options received by each director as director compensation and outstanding as of December 31, 2025.
Highlights of our Director Compensation Program
| | Globalstar Proxy Statement 2026 / 19 |
Highlights of our Director Compensation Program
| Name | Outstanding Shares of Restricted Stock at 12/31/2025 | Outstanding Options at 12/31/2025 | | James Monroe III | 1,522 | 46,662 | | Dr. Paul E. Jacobs | 1,522 | 13,332 | | James F. Lynch | 1,522 | 79,994 | | William A. Hasler | 4,855 | 99,993 | | Keith O. Cowan | 4,855 | 46,662 | | Benjamin G. Wolff | 4,855 | 46,662 | | Timothy E. Taylor | 4,855 | 46,662 |
Highlights of our Director Compensation Program
3.On May 9, 2025, we granted 3,333 restricted stock awards that had a grant date fair value of $17.59 per share and cliff vest after a one-year period. 4.Dr. Jacobs and Mr. Taylor also received compensation during 2025 for services as a CEO and Vice President, respectively, of the Company. This compensation is not reflected in the table above. Dr. Jacobs compensation as CEO is reflected in the Summary Compensation Table.
Highlights of our Director Compensation Program
| 20 / Globalstar Proxy Statement 2026 | |
Highlights of our Director Compensation Program
Audit Matters / Audit Matters
Highlights of our Director Compensation Program
| | Ratification of 2026 Independent Registered Public Accounting Firm The Board desires to obtain from the stockholders an indication of their approval or disapproval of the appointment by the Audit Committee of EY as our independent registered public accounting firm for 2026. EY has served as our independent registered public accounting firm beginning with the audit of the year ended December 31, 2020. We have been informed that neither EY nor any of its partners has any direct financial interest or any material indirect financial interest in Globalstar and during the past three years has not had any connection therewith in the capacity of promoter, underwriter, director, officer or employee. One or more representatives of EY will be present, either in person or by telephone, at the Annual Meeting, will have an opportunity to make a statement if they desire and will be available to respond to appropriate questions. If the resolution is defeated, the Audit Committee will reconsider the appointment, although the appointment will be permitted to stand unless the Audit Committee becomes aware of other reasons for changing independent registered public accounting firms. Additionally, even if stockholders ratify the appointment, the Audit Committee may, in its discretion, appoint a different independent registered public accounting firm at any time during the year if it believes such appointment is in the best interests of the Company and the stockholders. Vote Required to Ratify the Appointment of EY Ratification of the appointment of EY as our 2026 independent registered public accounting firm requires an affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of our common stock. | | Proposal Two / The Board recommends that stockholders vote FOR ratification of the appointment of EY as our independent registered public accounting firm for the year ending December 31, 2026. | |
Highlights of our Director Compensation Program
| | Globalstar Proxy Statement 2026 / 21 |
Highlights of our Director Compensation Program
/ Audit Matters
Policy on Pre-Approval Process of Audit and Permissible Non-Audit Services
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. Information about Mr. Monroe and Dr. Jacobs is given above under “Board of Directors and Corporate Governance.” Rebecca S. Clary, age 47, 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 59, 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 that term is defined in the applicable rules of the SEC. Accordingly, the Company’s discussion of its named executive officers is limited to Messrs. Monroe, Jacobs and Ponder and Ms. Clary.
Elements of Compensation
Prior Market-Based Stock Awards to our CEO. In connection with his 2023 appointment to Chief Executive Officer, Dr. Jacobs received 2.7 million performance-based RSUs, which will vest at any time during the four-year period from the date of grant, September 25, 2023, based on the achievement of certain sustained stock price targets between $30.00 and $150.00. During 2025, 1.0 million RSUs vested based on the achievement of stock price targets between $30.00 and $52.50 under the terms of this award. An additional 0.4 million RSUs vested in January 2026 based on the achievement of the $60.00 stock price target. In accordance with procedures established by the Compensation Committee, Dr. Jacobs previously elected to defer his receipt of shares in connection with the RSUs that will vest based on stock price targets of $37.50 and higher. See the Nonqualified Deferred Compensation table below for additional information. New CFO Compensation for 2025. On March 27, 2025, after reviewing a market survey conducted by the Committee’s independent compensation consultant during 2024, the Board and Compensation Committee approved certain changes to Ms. Clary's compensation, including (i) an increase in her base salary to $420,000, to be effective January 1, 2025, and (ii) the grant of a performance-based RSU award with a target grant date value of $1.5 million (or 66,666 shares), 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 $30.00 and $75.00. During 2025, 47,620 RSUs vested based on the achievement of stock price targets between $30.00 and $60.00 under the terms of this award. All Other Compensation. While we do not have a pension plan or a non-qualified deferred compensation plan (other than the ability of executives to defer receipt of shares upon vesting of certain performance-based RSUs), the Company provides benefits to employees under a 401(k) plan. Under this plan, we contribute $0.50 for each $1.00 contributed to the plan by all U.S. employees, up to 6% of the employee’s base salary. We also provide limited perquisites to NEOs consisting primarily of premiums for term life insurance policies. Tax Considerations. The Compensation Committee considers certain tax implications when designing our executive compensation programs and certain specific awards. However, the Compensation Committee believes that stockholders’ interests may best be served by offering compensation that is not fully deductible, where appropriate, to attract, retain and motivate talented executives. Accordingly, the Compensation Committee and the Board may approve compensation arrangements that do not qualify for income tax deductibility.
Insider Trading Policy and Timing of Equity Awards
Insider Trading Policy and Timing of Equity Awards The Company has an insider trading policy applicable to directors, officers and employees, as well as certain contractors and consultants ("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 having access to material nonpublic information, as well as from trading in the securities of other companies with which the Company does business while in possession of material nonpublic information about such company or its securities. The Company's insider trading policy provides for trading windows and has a pre-clearance process prior to the trade of the Company's securities. Additionally, the policy confirms that the Company will not engage in transactions in its securities in violation of applicable securities laws. Additionally, the policy confirms that the Company will not engage in transactions in its securities in violation of applicable securities laws. The Company believes that its insider trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations and listing standards applicable to the Company. A copy of the Company's insider trading policy was filed as Exhibit 19.1 to our 2025 annual report on Form 10-K.
Insider Trading Policy and Timing of Equity Awards
| 26 / Globalstar Proxy Statement 2026 | |
Insider Trading Policy and Timing of Equity Awards
Our Board or Compensation Committee does not generally approve grants of equity 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. As noted herein, the Company does not currently grant stock options to its executive officers, although it does award stock options to its directors as part of the director compensation program, as discussed in "Director Compensation" above. Our Board 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.
Benjamin G. Wolff
2025 Summary Compensation Table The table below summarizes for 2025, 2024 and 2023 the compensation of our NEOs. Mr. Monroe did not receive any compensation during 2023 through 2025 for his service as an executive officer of the Company; therefore, he is not included in the table below. His compensation is reflected in the Director Compensation table above. In addition, Dr. Jacobs received certain compensation for his service as a director, which is also reflected in the Director Compensation table and not included below. During the periods presented, the Company's executive compensation program did not include awards of stock options or non-equity incentive plan compensation to the executives in the table below. The Company does not have a pension plan or non-qualified deferred compensation plan (other than the ability of executives to defer receipt of shares upon vesting of certain performance-based RSUs, which is not reflected in the table below).
Benjamin G. Wolff
| Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(1) | All Other Compensation ($)(2) | Total ($) | | Dr. Paul E. Jacobs(3) Chief Executive Officer | 2025 | 500,000 | 300,000 | 200,000 | 12,452 | 1,012,452 | | | 2024 | 500,000 | 200,000 | 300,000 | 9,445 | 1,009,445 | | | 2023 | 142,308 | — | 36,075,405 | 3,749 | 36,221,462 | | Rebecca S. Clary Vice President and Chief Financial Officer | 2025 | 420,000 | 150,000 | 1,451,302 | 11,245 | 2,032,547 | | | 2024 | 330,414 | 95,000 | 280,000 | 10,766 | 716,180 | | | 2023 | 314,155 | — | 321,401 | 56,909 | 692,465 | | L. Barbee Ponder IV General Counsel and Vice President of Regulatory Affairs | 2025 | 340,330 | 100,000 | 334,479 | 5,923 | 780,732 | | | 2024 | 326,641 | 10,000 | 362,789 | 5,663 | 705,093 | | | 2023 | 311,086 | — | 369,200 | 54,414 | 734,700 |
2025 Grants of Plan-Based Awards
2025 Grants of Plan-Based Awards
2025 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 (#) | Grant Date Fair Value of Stock and Option Awards ($) | | Dr. Paul E. Jacobs | 3/10/2025 | — | 13,806 | 300,004(1) | | Rebecca S. Clary | 3/7/2025 | — | 2,165 | 49,990(2) | | | 3/10/2025 | — | 4,832 | 104,999(1) | | | 3/27/2025 | 66,667 | — | 1,127,342(3) | | | 11/10/2025 | — | 130 | 7,485(4) | | | 12/19/2025 | — | 2,811 | 174,985(5) | | L. Barbee Ponder IV | 3/7/2025 | — | 3,032 | 70,009(2) | | | 3/10/2025 | — | 506 | 10,995(1) | | | 11/10/2025 | — | 130 | 7,485(4) | | | 12/19/2025 | — | 2,811 | 174,985(5) |
2025 Grants of Plan-Based Awards
1.The Company's stock price on the date of the grant was $21.73. Represents bonus payments earned related to 2024 performance and granted in the form of immediately vested stock awards in March 2025. 2.The Company's stock price on the date of the grant was $23.09. Awards vested one-third immediately, one-third in March 2026 and one-third in March 2027. 3.The grant date fair value per share on March 27, 2025 was approximately $16.91 and computed using a Monte Carlo simulation model with a derived service period of 2 years. Represented RSUs that 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 $30.00 and $75.00. The RSUs vest in tranches of 9,254 shares upon Globalstar's common stock achieving price thresholds based on the 30-day weighted average closing price per share (the "Price") for the following targets: $30.00, $37.50, $45.00, $52.50, $60.00, $67.50 and $75.00. 4.The Company's stock price on the date of the grant was $57.58. Represents service awards that vested immediately. 5.The Company's stock price on the date of the grant was $62.25. Awards vested one-third immediately, one-third in December 2026 and one-third in December 2027.
2025 Grants of Plan-Based Awards
| 30 / Globalstar Proxy Statement 2026 | |
Outstanding Equity Awards at 2025 Fiscal Year-End
Outstanding Equity Awards at 2025 Fiscal Year-End The following table reports, on an award-by-award basis, each outstanding equity award held by NEOs on December 31, 2025. In connection with his service as an executive officer of the Company, Mr. Monroe does not have any outstanding equity awards at 2025 fiscal year-end and is not included in the table below. In addition, the outstanding equity awards received by Mr. Monroe and Dr. Jacobs for their service as directors are reflected in the Director Compensation section above.
Outstanding Equity Awards at 2025 Fiscal Year-End
| | | Stock Awards | | | | | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#) (2) | Market Value of Shares or Units of Stock That Have Not Vested ($) (1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (1) | | Dr. Paul E. Jacobs | 9/25/2023 | — | — | 1,661,902 | 101,442,498 | | Rebecca S. Clary | 12/27/2024 | 2,713 | 165,602 | — | — | | | 3/7/2025 | 1,444 | 88,142 | — | — | | | 3/27/2025 | — | — | 19,047 | 1,162,629 | | | 12/19/2025 | 1,875 | 114,450 | — | — | | L. Barbee Ponder IV | 12/27/2024 | 2,713 | 165,602 | — | — | | | 3/7/2025 | 2,022 | 123,423 | — | — | | | 12/19/2025 | 1,875 | 114,450 | — | — |
Outstanding Equity Awards at 2025 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 price of the Company’s stock at December 31, 2025 of $61.04 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 "2025 Grants of Plan-Based Awards" for vesting terms of all stock awards granted during 2025. 3.Amounts in this column consist of RSUs that 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 $67.50 and $150.00 for Dr. Jacobs and $67.50 and $75.00 for Ms. Clary.
Outstanding Equity Awards at 2025 Fiscal Year-End
| | Globalstar Proxy Statement 2026 / 31 |
2025 Option Exercises and Stock Vested
2025 Option Exercises and Stock Vested The following table sets forth certain information regarding stock awards that vested during 2025 for the NEOs. In connection with his service as an executive officer of the Company, Mr. Monroe did not exercise any options or have any restricted stock vest during 2025; therefore, he is not included in the table below. In his capacity as a director, Dr. Jacobs was granted restricted stock awards and options to purchase shares of the Company's common stock; certain of these restricted stock awards vested during 2025 and Dr. Jacobs did not exercise any of these options during 2025. Refer to the Director Compensation table above for more discussion of equity compensation granted to Mr. Monroe and Dr. Jacobs.
2025 Option Exercises and Stock Vested
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) (1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) (2) | | Dr. Paul E. Jacobs (3) | — | — | 1,046,503 | 60,119,884 | | Rebecca S. Clary | — | — | 92,953 | 5,087,279 | | L. Barbee Ponder IV | — | — | 27,963 | 1,712,396 |
2025 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.Included in the number of shares acquired on vesting are 932,697 shares with a value on vesting totaling $56.2 million associated with vesting of performance-based RSUs. Dr. Jacobs elected to defer receipt of shares on a portion of this award, as described below in the Nonqualified Deferred Compensation table.
Nonqualified Deferred Compensation
Nonqualified Deferred Compensation In accordance with procedures established by the Compensation Committee of the Board, Dr. Jacobs previously elected to defer his receipt of shares in connection with performance-based RSUs that will vest based on stock price targets of $37.50 and higher. During 2025, Dr. Jacobs deferred the issuance of 0.9 million shares related to the vesting of certain performance-based RSUs occurring during 2025 under the Equity Plan.
Nonqualified Deferred Compensation
| Name | Plan | Executive Contributions in Last Fiscal Year ($)(1) | Registrant Contributions in Last Fiscal Year ($) | Aggregate Earnings in Last Fiscal Year ($)(2) | Aggregate Withdrawals/Distributions ($) | Aggregate Balance at Last Fiscal Year End ($) | | Dr. Paul E. Jacobs | Deferred RSUs | 56,247,880 | — | 683,945 | — | 56,931,825 |
Nonqualified Deferred Compensation
1.Represents the value as of the applicable vesting date of the shares of our common stock issued to Dr. Jacobs in connection with the vesting of performance-based RSUs that were deferred by Dr. Jacobs, including: 186,666 shares that vested on October 31, 2025 at $54.41 per share; 555,555 shares that vested on December 1, 2025 at $60.12 per share; and 190,476 shares that vested on December 22, 2025 at $66.63 per share. 2.Represents the number of deferred performance-based RSUs multiplied by the change in the price of our common stock from the applicable vesting date to December 31, 2025 ($61.04).
Nonqualified Deferred Compensation
| 32 / Globalstar Proxy Statement 2026 | |
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 RSUs 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 unvested RSUs, meaning that the vesting of Dr. Jacobs’ RSUs will be measured based on the stock price vesting requirements at the time of the change of control, and all RSUs 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, other than Dr. Jacobs. Voluntary termination of employment or retirement would not result in any payments to Ms. Clary or 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. Under the Equity Plan and outstanding award agreements, 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. Except as otherwise provided for in the applicable merger, sale or other transaction agreement resulting in a change in control, if a change in control occurs, any unvested options or restricted shares outstanding would vest immediately provided that the participant's service has not terminated prior to the date of such change in control. Under the Equity Plan, 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. Except as otherwise provided for in the applicable merger, sale or other transaction agreement resulting in a change in control, 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 NEOs under the listed events, based on the assumption that the triggering event took place on December 31, 2025. 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 2025 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.
Payments Upon Termination or Change in Control
| | Globalstar Proxy Statement 2026 / 33 |
Payments Upon Termination or Change in Control
| | Dr. Jacobs ($) | Ms. Clary ($) | Mr. Ponder ($) | | Death | | | | | Insurance proceeds | 700,000 | 700,000 | 680,660 | | Termination – Reduction in Workforce | | | | | Severance | 57,692 | 64,615 | 52,358 | | Change in Control | | | | | Immediate Vesting of Unvested Restricted Stock Awards and RSUs | 101,442,498 | 1,530,822 | 403,474 |
Payments Upon Termination or Change in Control
Equity Compensation Plan Information The following table provides information as of December 31, 2025 regarding the number of shares of our 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)) (#) | | Equity compensation plans approved by security holders | 2,546,451(1) | 18.65(2) | 2,163,681(3) | | Equity compensation plans not approved by security holders | — | — | — | | Total | 2,546,451(1) | 18.65(2) | 2,163,681(3) |
Payments Upon Termination or Change in Control
1.Consists of unvested RSUs and unexercised stock options. Also includes 1.9 million RSUs that may vest upon achievement of sustained stock price targets between $67.50 and $150.00 and 0.1 million unvested RSUs that may vest upon achievement of internal sales targets and/or project milestones. 2.Restricted stock awards and RSUs do not have an exercise price; therefore, this column only reflects the weighted-average exercise price of outstanding stock options. 3.Reflects shares available for grant under our Equity Incentive Plan (1,869,125 shares) and ESPP (294,556 shares) as of December 31, 2025.
Payments Upon Termination or Change in Control
| 34 / Globalstar Proxy Statement 2026 | |
Payments Upon Termination or Change in Control
Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company. For further information concerning the Company’s variable pay-for-performance philosophy and how we align executive compensation with the Company's performance, refer to "Executive Officers and Compensation - Compensation Discussion and Analysis."
Payments Upon Termination or Change in Control
| Year | Summary compensation table total for PEO(1) | | Compensation actually paid to PEO(2) | | Average summary compensation table total for non-PEO NEOs ($) (3) | Average compensation actually paid to non-PEO NEOs ($) (4) | Value of initial fixed $100 investment based on: | | Net Loss ($) (7) | Adjusted EBITDA ($) (8) | | | David B. Kagan ($) | Dr. Paul E. Jacobs ($) | David B. Kagan ($) | Dr. Paul E. Jacobs ($) | | | Total shareholder return (TSR) ($) (5) | Peer group TSR ($) (6) | | | | 2025 | — | 1,012,452 | — | 85,191,283 | 1,406,639 | 3,760,995 | 1,196.86 | 107.4 | (8,651,000) | 136,082,000 | | 2024 | — | 1,009,445 | — | 1,894,789 | 710,637 | 847,411 | 608.82 | 97.78 | (63,164,000) | 135,341,000 | | 2023 | 1,557,215 | 36,221,461 | 507,156 | 54,143,331 | 713,583 | 939,058 | 570.59 | 87.97 | (24,718,000) | 116,717,000 | | 2022 | 1,892,166 | — | 1,250,965 | — | 1,764,537 | 1,277,946 | 391.18 | 78.34 | (256,915,000) | 57,396,000 | | 2021 | 871,997 | — | 4,318,956 | — | 595,857 | 952,036 | 341.18 | 104.78 | (112,625,000) | 38,711,000 |
Payments Upon Termination or Change in Control
1.Dr. Paul E. Jacobs became our Chief Executive Officer in August 2023. David B. Kagan was our Chief Executive Officer from September 2018 through August 2023. The dollar amounts reported are the amounts of total compensation reported for Dr. Jacobs and Mr. Kagan for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to Executive Compensation – Summary Compensation Table. 2.The dollar amounts reported represent the amount of “compensation actually paid” to Dr. Jacobs and Mr. Kagan, as calculated in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned or paid to Dr. Jacobs and Mr. Kagan during the applicable year. These amounts reflect the Summary Compensation Table Total with certain adjustments as described below. Neither Dr. Jacobs nor Mr. Kagan have pension benefits; therefore, columns reporting Change in Actuarial Value of Pension Benefits and Pension Benefit Adjustments are omitted. Dr. Jacobs was appointed as Chief Executive Officer in August 2023; accordingly amounts prior to 2023 are not shown below.
Payments Upon Termination or Change in Control
| Year | Summary compensation table total for Dr. Paul E. Jacobs ($) | 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 ($) | | 2025 | 1,012,452 | (200,000) | 84,378,831 | 85,191,283 | | 2024 | 1,009,445 | (300,000) | 1,185,344 | 1,894,789 | | 2023 | 36,221,461 | (36,075,405) | 53,997,274 | 54,143,331 |
Payments Upon Termination or Change in Control
| | Globalstar Proxy Statement 2026 / 35 |
Payments Upon Termination or Change in Control
| Year | Summary compensation table total for David B. Kagan ($) | 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 ($) | | 2025 | — | — | — | — | | 2024 | — | — | — | — | | 2023 | 1,557,215 | (1,131,681) | 81,622 | 507,156 | | 2022 | 1,892,166 | (1,330,400) | 689,199 | 1,250,965 | | 2021 | 871,997 | (165,600) | 3,612,559 | 4,318,956 |
Payments Upon Termination or Change in Control
a.The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year. b.The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following to the extent applicable: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in the same applicable year, the fair value as of the vesting date; and (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are set forth below. Columns reporting fair value at the end of the prior year of equity awards that failed to meet vesting conditions in the year and value of dividends or other earnings paid on stock or option awards not otherwise reflected in fair value or total compensation are omitted, because they are not applicable.
Payments Upon Termination or Change in Control
| Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Dr. Paul E. Jacobs ($) | 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 ($) | Total - Inclusion of Equity Values for Dr. Paul E. Jacobs ($) | | 2025 | — | 50,415,141 | 300,000 | 33,663,690 | 84,378,831 | | 2024 | — | 1,015,344 | 170,000 | — | 1,185,344 | | 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 ($) | | 2025 | — | — | — | — | — | | 2024 | — | — | — | — | — | | 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 |
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 2025, 2024, 2023, 2022 and 2021 are as follows: Rebecca S. Clary, Vice President and Chief Financial Officer, and L. Barbee Ponder IV, Vice President of
Payments Upon Termination or Change in Control
| 36 / Globalstar Proxy Statement 2026 | |
Payments Upon Termination or Change in Control
Regulatory Affairs and General Counsel. As discussed in this proxy statement, Mr. Monroe did not receive any compensation during 2021 through 2025 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 ($) | Average Reported Value of Equity Awards for non-PEO NEOs ($) | Average Equity Award Adjustments for non-PEO NEOs ($) (a) | Average compensation actually paid to non-PEO NEOs ($) | | 2025 | 1,406,639 | (892,890) | 3,247,246 | 3,760,995 | | 2024 | 710,637 | (321,395) | 458,169 | 847,411 | | 2023 | 713,583 | (345,301) | 570,776 | 939,058 | | 2022 | 1,764,537 | (1,414,900) | 928,309 | 1,277,946 | | 2021 | 595,857 | (216,400) | 572,579 | 952,036 |
Payments Upon Termination or Change in Control
a.The amounts deducted or added in calculating the equity award adjustments are set forth below. Columns reporting fair value at the end of the prior year of equity awards that failed to meet vesting conditions in the year and value of dividends or other earnings paid on stock or option awards not otherwise reflected in fair value or total compensation are omitted, because they are not applicable.
Payments Upon Termination or Change in Control
| Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | 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 ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2025 | 761,120 | 81,363 | 1,367,856 | 1,036,907 | 3,247,246 | | 2024 | 168,477 | 57,202 | 210,887 | 21,603 | 458,169 | | 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 |
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.
Payments Upon Termination or Change in Control
| | Globalstar Proxy Statement 2026 / 37 |
Payments Upon Termination or Change in Control
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 five 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
| 38 / Globalstar Proxy Statement 2026 | |
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 five most recently completed fiscal years.
Payments Upon Termination or Change in Control
| | Globalstar Proxy Statement 2026 / 39 |
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 five 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,” the distribution is increased or decreased based on the variance between actual Adjusted EBITDA and the plan year's target Adjusted EBITDA.
Payments Upon Termination or Change in Control
| 40 / Globalstar Proxy Statement 2026 | |