DEF 14A of Iridium Communications Inc., Apr 2, 2026

DEF 14A of Iridium Communications Inc.

Filed Apr 2, 2026 · FY20250001418819-26-000022

Open on EDGAR

  1. Table of Contents

    | Proxy Statement Summary | 1 | | Proposal 1 - Election of Directors | 4 | | Corporate Governance | 12 | | Director Compensation | 18 | | Management | 20 | | Proposal 2 - Advisory Vote on Executive Compensation | 21 | | Proposal 3 - Ratification of Selection of Independent Registered Public Accounting Firm | 22 | | Proposal 4 - Approval of the Iridium Communications Inc. Amended and Restated 2015 Equity Incentive Plan | 23 | | Security Ownership of Certain Beneficial Owners and Management | 36 | | Securities Authorized for Issuance Under Equity Compensation Plans | 38 | | Executive Compensation | 39 | | Compensation Discussion and Analysis | 39 | | Compensation Committee Report | 56 | | Compensation Tables | 57 | | CEO Pay Ratio | 64 | | Pay versus Performance | 65 | | Questions and Answers About the Annual Meeting | 69 | | Other Important Information | 75 | | Transactions With Related Parties | 75 | | Non-GAAP Financial Measure | 76 | | Exhibit A | A-1 | | Proposed Amended and Restated Iridium Communications Inc. 2015 Equity Incentive Plan | A-1 |

  2. Election of Directors

    Election of Directors Upon the recommendation of the Nominating and Corporate Governance Committee, the Board has nominated 11 individuals for election at the Annual Meeting. All director nominees are current directors. Our director nominees represent a variety of competencies, professional experience and backgrounds. We believe the Board as a whole has the appropriate mix of attributes, experiences and perspectives to guide the Company and provide effective oversight of our strategy and business plans. Our Board of Directors currently consists of 12 directors and will be reduced to 11 directors as of the Annual Meeting. Directors are elected for a one-year term expiring at the next annual meeting. Each director nominee is a current director, and other than Mr. Alterman and Ms. Shivanandan, was previously elected by our stockholders at our 2025 annual meeting. It is our policy to encourage director nominees to attend the annual meeting. All our directors who were then serving attended the 2025 annual meeting. Directors are elected by a plurality of the votes of the holders of shares present virtually at the meeting or represented by proxy and entitled to vote on the election of directors. Proxies may not be voted for more than 11 nominees. The 11 nominees receiving the highest number of affirmative votes will be elected. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the 11 nominees named in the section below. Each nominee has agreed to serve if elected, and management has no reason to believe any nominee will be unable to serve. If any nominee becomes unavailable due to an unexpected occurrence, your shares will be voted for a substitute nominee proposed by us. Our Corporate Governance Guidelines require each nominee to submit an irrevocable resignation contingent on (i) that person not receiving more votes “for” than votes “withheld” in an uncontested election and (ii) Board acceptance. In the event a nominee does not receive more votes “for” than votes “withheld,” the Nominating and Corporate Governance Committee will recommend to the Board as to whether to accept or reject the resignation. The Board will then act on the committee’s recommendation, and the Company will publicly disclose the details and rationale of such action.

  3. Board Composition and Refreshment

    Board Composition and Refreshment The Nominating and Corporate Governance Committee selects and recommends director candidates and nominees based on their ability to provide the Board with an appropriate balance of professional and industry knowledge, financial expertise and high-level management experience. In evaluating candidates, the committee considers the Board’s overall composition and prioritizes candidates who complement and strengthen the skills of existing members, bring a range of perspectives and exhibit integrity, collegiality, sound business judgment and other qualities critical to the Board’s effective functioning. While the Board benefits from the experience and institutional knowledge of our longer-serving directors, it also recognizes the value of new perspectives and ideas. The Board’s composition has changed significantly in recent years. As of the Annual Meeting, six directors will have left the Board in the past five years, and three directors - Jacqueline Yeaney, Monique Shivanandan and Louis Alterman - have joined in the past three years. These new directors bring important skills to the Board, including expertise in the telecommunications industry and regulatory and cybersecurity matters. The Board also wishes to recognize one of its longest-standing members, Mr. Alvin (“Buzzy”) Krongard, who is not standing for re-election to the Board and whose term expires at the Annual Meeting, after more than 16 years of dedicated service. The Board is deeply grateful for his commitment, counsel and leadership during a period of significant growth and change for the Company, and extends its sincere appreciation to Mr. Krongard for his many years of service.

  4. Board Composition and Refreshment

    | IRIDIUM COMMUNICATIONS INC. | 4 | 2026 Proxy Statement |

  5. Board Composition and Refreshment

    DIRECTOR SKILLS AND EXPERIENCE The following matrix is intended to depict notable areas of focus for each director based on the current Board composition. It does not necessarily reflect all areas of expertise and competencies of each director, and the absence of a mark in the table does not mean that a particular director does not possess that qualification or skill at some level.

  6. Board Composition and Refreshment

    | Name | Satellite / Telecom Industry | Mergers & Acquisitions | Strategic Planning / Business Transformation | Regulatory / Government Service | Senior Executive Experience | Financial Expertise | Cybersecurity Expertise | | Niehaus | | ● | ● | | ● | ● | | | Alterman | ● | ● | ● | | ● | ● | | | Canfield | | ● | ● | ● | ● | | | | Desch | ● | ● | ● | | ● | ● | ● | | Fitzpatrick | ● | ● | ● | | ● | ● | | | Frazier | ● | ● | ● | | ● | ● | | | McBride | ● | | ● | | ● | | ● | | Olson | | | ● | ● | ● | | ● | | Sears | ● | | ● | ● | ● | | | | Shivanandan | | ● | ● | | ● | | ● | | Yeaney | | ● | ● | | ● | | |

  7. Board Composition and Refreshment

    DIRECTOR BIOGRAPHIES The biographies below include information regarding each of our 11 director nominees as of the date of this Proxy Statement, including the experience, qualifications, attributes or skills that led the Nominating and Corporate Governance Committee to recommend that person as a nominee for director.

  8. Board Composition and Refreshment

    | IRIDIUM COMMUNICATIONS INC. | 5 | 2026 Proxy Statement |

  9. Board Composition and Refreshment

    | Robert H. Niehaus | Chairman | Age: 70 | Director Since: 2008 Robert H. Niehaus has served as a director of our company since 2008 and as Chairman of our Board of Directors since 2009. Mr. Niehaus also served as our Chief Executive Officer for a brief period in 2009. Mr. Niehaus is the founder and Co-Managing Partner of GCP Capital Partners LLC, an investment firm formed in 2009 as the successor to Greenhill Capital Partners, the merchant banking business of Greenhill & Co., Inc. Mr. Niehaus joined Greenhill & Co. in 2000 to begin the formation of Greenhill Capital Partners and served as its Chairman and Chair of its Investment Committee from 2000 to 2009. Prior to joining Greenhill, Mr. Niehaus spent 17 years at Morgan Stanley & Co., where he was a Managing Director in the merchant banking department from 1990 to 1999. Mr. Niehaus was Vice Chairman and a director of the private equity investment funds Morgan Stanley Leveraged Equity Fund II, L.P. and Morgan Stanley Capital Partners III, L.P. Mr. Niehaus was also the Chief Operating Officer of Morgan Stanley’s merchant banking department from 1996 to 1998. Mr. Niehaus currently serves as a director of Zeta Global Holdings Corp. and several private portfolio companies of GCP Capital Partners. Mr. Niehaus received a Bachelor of Arts degree in International Affairs from the Woodrow Wilson School at Princeton University and a Master of Business Administration degree from the Harvard Business School, from which he graduated with high distinction as a Baker Scholar. | | | Our Board of Directors believes Mr. Niehaus’s qualifications to serve on our Board include his extensive corporate management experience, his financial and investment banking expertise and his experience serving on the boards of numerous companies, particularly in the telecommunications industry. |

  10. Board Composition and Refreshment

    | Louis M. Alterman | Director | Age: 48 | Director Since: 2025 Louis M. Alterman has served as a director of our company since December 2025. Mr. Alterman has served as President, Chief Executive Officer and director of Stratix Corporation, a managed mobility services provider, since 2019. From 2017 to 2019, he served as Chief Financial Officer of Rackspace (now Rackspace Technology), a global cloud technology services company. Prior to Rackspace, Mr. Alterman held numerous roles of increasing responsibility at EarthLink, a telecommunications provider, from 2003 to 2017, including as Chief Financial Officer from 2015 to 2017. Earlier in his career, from 1999 to 2003, he worked at BellSouth (now part of AT&T). Mr. Alterman currently serves on the board of directors of Diversified, a global technology solutions provider. He previously served on the board of directors of CareerBuilder from 2018 to 2022. Mr. Alterman received a bachelor’s degree in business administration from the University of Georgia, a Master of Business Administration from Emory University’s Goizueta Business School, and subsequently completed executive education at Harvard University. | | | Our Board of Directors believes Mr. Alterman’s qualifications to serve on our Board include his extensive global leadership experience as an executive in the technology and communications industries, deep financial expertise, including as chief financial officer of a publicly traded company and his experience as a board member of several privately held companies. |

  11. Board Composition and Refreshment

    | IRIDIUM COMMUNICATIONS INC. | 6 | 2026 Proxy Statement |

  12. Board Composition and Refreshment

    | Thomas C. Canfield | Director | Age: 70 | Director Since: 2008 Thomas C. Canfield has served as a director of our company since 2008. Since July 2025, Mr. Canfield has served as Executive Vice President, General Counsel and Secretary of Spirit Aviation Holdings, Inc., parent company of Spirit Airlines, LLC, an American low-cost airline, and previously served as Senior Vice President, General Counsel and Secretary of Spirit Airlines from October 2007 to July 2025. In November 2024, Spirit and certain of its subsidiaries filed voluntary petitions for Chapter 11 bankruptcy protections, and recently announced it expects to emerge from Chapter 11 in early summer 2026. From 2006 to 2007, Mr. Canfield served as General Counsel and Secretary of Point Blank Solutions, Inc., a manufacturer of antiballistic body armor. Prior to Point Blank, from 2004 to 2007, he served as Chief Executive Officer and Plan Administrator of AT&T Latin America Corp., a public company formerly known as FirstCom Corporation, which developed high-speed fiber networks in Latin American cities. Mr. Canfield also served as General Counsel and Secretary at AT&T Latin America Corp. from 1999 to 2004. Previously, Mr. Canfield was Counsel in the New York office of the law firm Debevoise & Plimpton LLP. | | | Our Board of Directors believes Mr. Canfield’s qualifications to serve on our Board include his management experience in the telecommunications and aviation industries and his particular familiarity with serving as a director of technology companies. |

  13. Board Composition and Refreshment

    | Matthew J. Desch | CEO and Director | Age: 68 | Director Since: 2009 Matthew J. Desch has served as our Chief Executive Officer and a director of our company since 2009 and previously served as Chief Executive Officer of our predecessor, Iridium Holdings LLC, from 2006 to 2009. From 2002 to 2005, Mr. Desch served as Chief Executive Officer of Telcordia Technologies, Inc., a telecommunications software services provider that is now part of Ericsson. Previously, he spent 13 years at Nortel Networks Corporation, including as President of its global wireless networks business. Mr. Desch serves on the President’s National Security Telecommunications Advisory Committee. He currently serves as a director and chair of the compensation and human resources committee of Unisys Corporation, and as a director and member of the corporate governance and nominating and cybersecurity committees of VeriSign, Inc. Mr. Desch received a Bachelor of Science degree in Computer Science from The Ohio State University and a Master of Business Administration degree from the University of Chicago. | | | Our Board of Directors believes Mr. Desch’s qualifications to serve on our Board include his deep knowledge of Iridium gained from his position as our Chief Executive Officer, as well as his extensive experience in the telecommunications industry. |

  14. Board Composition and Refreshment

    | IRIDIUM COMMUNICATIONS INC. | 7 | 2026 Proxy Statement |

  15. Board Composition and Refreshment

    | Thomas J. Fitzpatrick | Director | Age: 68 | Director Since: 2013 Thomas J. Fitzpatrick served as our Chief Financial Officer from 2010 and as our Chief Financial Officer and Chief Administrative Officer from 2013 until his retirement in December 2024. He has served on our Board since 2013. From 2002 to 2009, Mr. Fitzpatrick was Executive Vice President and Chief Financial Officer of Centennial Communications Corp., a publicly traded telecommunications company that was acquired by AT&T in 2009. Previously, Mr. Fitzpatrick served as Chief Financial Officer of several privately held and publicly traded companies in the telecommunications and technology industries and was a Vice President with Bell Atlantic Corporation (now Verizon). Mr. Fitzpatrick graduated with a Bachelor of Business Administration degree from Pennsylvania State University and a Master of Business Administration degree from Villanova University. Mr. Fitzpatrick is also a Certified Public Accountant. | | | Our Board of Directors believes Mr. Fitzpatrick’s qualifications to serve on our Board include his deep knowledge of Iridium gained from his experience as our Chief Financial Officer and Chief Administrative Officer, as well as his extensive financial experience in the telecommunications industry. |

  16. Board Composition and Refreshment

    | L. Anthony Frazier | Director | Age: 55 | Director Since: 2021 L. Anthony Frazier has served as a director of our company since March 2021. Mr. Frazier has served as Chief Executive Officer and director of LeoLabs, Inc., a commercial provider of Space Situational Awareness and Space Domain Awareness services, since March 2024. Mr. Frazier served as Executive Vice President and General Manager of Public Sector Earth Intelligence for Maxar Technologies Inc., a space technology company, until October 2023, following Maxar’s acquisition by a private equity firm. He previously served as Maxar’s Executive Vice President of Global Field Operations and President of Radiant Solutions, Maxar’s Geospatial Services business. Mr. Frazier joined Maxar in 2017 following that company’s acquisition of DigitalGlobe. Mr. Frazier served as Senior Vice President, General Manager of DigitalGlobe’s Services business from 2013 to 2017 and prior to DigitalGlobe’s acquisition of GeoEye, Inc. in 2013, had served as GeoEye’s Senior Vice President of Marketing since 2010. He previously served as Senior Director of Product Management at Cisco Systems and also held senior marketing roles at Infor, iPhrase Technologies and pcOrder.com. Mr. Frazier began his career in strategic consulting at Bain & Company. Mr. Frazier received a Bachelor of Science in Engineering degree in Systems Engineering from the University of Pennsylvania and a Master of Business Administration degree, with distinction, from Harvard Business School. | | | Our Board of Directors believes Mr. Frazier’s qualifications to serve on our Board include his extensive satellite industry and operational expertise. |

  17. Board Composition and Refreshment

    | IRIDIUM COMMUNICATIONS INC. | 8 | 2026 Proxy Statement |

  18. Board Composition and Refreshment

    | Suzanne E. McBride | COO and Director | Age: 57 | Director Since: 2020 Suzanne E. McBride has served as our Chief Operations Officer since February 2019 and as a director of our company since May 2020. Ms. McBride served as Chief Operating Officer of OneWeb, Ltd., a privately held company building a space-based global communications network, from October 2018 to January 2019 and as its Senior Vice President from 2016 to October 2018. OneWeb filed a voluntary petition for Chapter 11 bankruptcy protection in March 2020. Previously, she was employed by Iridium Satellite LLC, our primary operating subsidiary, in a series of positions with increasing responsibility from 2007 until 2016, most recently serving as Vice President, Program Management Office and Launch Services, a role in which she oversaw the launch program for our second-generation constellation. Ms. McBride has more than 30 years of experience in the satellite industry, including as a senior engineer at Motorola’s Satellite Communications Group during the building and launching of the original Iridium satellite constellation in the 1990s as well as deploying 2G and 3G networks. Since February 2022, she has served as a director of the publicly held company Skyworks Solutions, Inc. Ms. McBride previously served on the board of directors of Descartes Labs and Finite Carbon. Ms. McBride received her Master of Business Administration from the University of Tennessee in the Executive Aerospace and Defense program, and her dual undergraduate degrees are from Columbia University in Industrial Engineering and Claremont McKenna College in Management Engineering. | | | Our Board of Directors believes Ms. McBride’s qualifications to serve on our Board include her deep knowledge of Iridium gained from her position as our Chief Operations Officer, as well as her extensive experience in the satellite and telecommunications industry. |

  19. Board Composition and Refreshment

    | Admiral Eric T. Olson (Ret.) | Director | Age: 74 | Director Since: 2011 Admiral Eric T. Olson (Ret.) has served as a director of our company since 2011. Admiral Olson retired from the United States Navy in 2011 as a four-star Admiral after 38 years of military service. Admiral Olson’s career culminated as the head of the United States Special Operations Command from 2007 to 2011, where he was responsible for the mission readiness of all Army, Navy, Air Force and Marine Corps special operations forces. In this position, he led more than 65,000 people and managed an annual budget in excess of $10 billion. As President and Managing Member of ETO Group, LLC since September 2011, Admiral Olson also acts as an independent national security consultant supporting a wide range of private and public sector organizations. From June 2019 to May 2020, Admiral Olson served as CEO of Hans Premium Water, a privately held company. He serves on the board of directors of Under Armour, Inc. and is the chair of its corporate governance and sustainability committee, and he also serves on the board of directors of Palladyne AI Corp. and is the chair of its compensation committee and a member of its nominating and corporate governance committee. He also serves as a director for six privately held companies. Admiral Olson graduated from the United States Naval Academy and earned a Master of Arts degree in National Security Affairs at the Naval Postgraduate School. For seven years, he was an Adjunct Faculty Member in the School of International and Public Affairs at Columbia University. | | | Our Board of Directors believes Admiral Olson’s qualifications to serve on our Board include his past leadership experience as an Admiral in the United States Navy, including his leadership and management of a large and complex organization as head of the United States Special Operations Command. |

  20. Board Composition and Refreshment

    | IRIDIUM COMMUNICATIONS INC. | 9 | 2026 Proxy Statement |

  21. Board Composition and Refreshment

    | Kay N. Sears | Director | Age: 59 | Director Since: 2022 Kay N. Sears has served as a director of our company since May 2022. Since November 2022, she has served as Vice President and General Manager of Space, Intelligence & Weapon Systems for The Boeing Company, a major aerospace firm, having previously served as Vice President and General Manager of Autonomous Systems for Boeing’s Defense, Space & Security unit from February 2022 to November 2022. In this role, she oversees development of cutting-edge autonomous technologies, intelligence capabilities and networking solutions for government and commercial customers. Prior to joining Boeing, she was the Vice President and General Manager of the Military Space line of business within Lockheed Martin Space, a division of Lockheed Martin Corporation, a global aerospace and defense technology company, from 2018 to February 2022, a role in which she was responsible for critical national security space programs and mission areas, including global navigation satellite systems, space-based missile warning, protected communications, space protection and operations, logistics and sustainment. She joined Lockheed Martin Space in 2016, serving as its Vice President of Strategy and Business Development. Prior to joining Lockheed Martin, Ms. Sears served as President of Intelsat General Corporation from 2006 to 2016. Before that, she served as Senior Vice President at PanAmSat Corporation and as Vice President at Verestar. For over a decade, she served on the President’s National Security Telecommunications Advisory Committee, which provides information, technical expertise, advice and guidance to the U.S. government on issues that may affect national security telecommunications capabilities. Ms. Sears received a bachelor’s degree in business and economics from the University of Richmond and a Master of Business Administration degree in information systems from The George Washington University. | | | Our Board of Directors believes Ms. Sears’s qualifications to serve on our Board include her extensive expertise in the aerospace and defense industries. |

  22. Board Composition and Refreshment

    | Monique S. Shivanandan | Director | Age: 62 | Director Since: 2025 Monique S. Shivanandan has served as a director of our company since June 2025. Ms. Shivanandan previously served as the Group Chief Data & Analytics Officer at HSBC Holdings plc, a multinational financial services company from May 2023 to December 2025, and prior to that, as Chief Information Security Officer at HSBC from July 2020 to May 2023. She served as a group Chief Information Officer at the Chubb Group of Insurance Companies from 2017 to 2020. Earlier career experiences include serving as Chief Information Officer at insurance company Aviva plc and Chief Technology Officer at financial services company Capital One Financial Corporation. She has also held roles at telecommunication companies BellSouth and BT Group plc, a UK multinational telecommunications company. Ms. Shivanandan is chairwoman of the board of directors of Sepio, a cybersecurity asset risk management company. She previously served on the board of directors of Network International, a digital commerce solutions provider, from 2021 to 2024, serving on the audit, risk and tech and compensation committees, and on the board of managers of J.P. Morgan Securities from 2014 to 2018, serving on the audit, risk and nominations committees. Ms. Shivanandan graduated from Lehigh University with a Bachelor of Science degree in Industrial Engineering. | | | Our Board of Directors believes Ms. Shivanandan’s qualifications to serve on the Board include her deep cybersecurity experience at complex multinational financial services firms, as well as her experience in the telecommunications industry. |

  23. Board Composition and Refreshment

    | IRIDIUM COMMUNICATIONS INC. | 10 | 2026 Proxy Statement |

  24. Board Composition and Refreshment

    | Jacqueline E. Yeaney | Director | Age: 57 | Director Since: 2023 Jacqueline E. Yeaney has served as a director of our company since May 2023. In October 2024, Ms. Yeaney founded Brave Bets LLC, an executive coaching and advising business. From April 2023 to May 2025 Ms. Yeaney led the CMO Collaborative, a member organization for marketing professionals that she co-founded. From September 2022 to June 2023, Ms. Yeaney served as a strategic advisor for vorteXplore Ltd, a company providing behavioral science employee listening tools. She served as Chief Marketing Officer of Tableau Software, a Salesforce company that specializes in data visualization, from August 2019 to September 2022, including involvement in the acquisition of Tableau by Salesforce in 2019. Previously, she was Chief Marketing Officer of Ellucian, a privately held software and services company, from 2017 to April 2019. Prior to joining Ellucian, she was Executive Vice President, Strategy and Marketing at Red Hat, Inc., a publicly traded provider of open-source software solutions, from 2011 to 2016. Ms. Yeaney started her career as an officer in the U.S. Air Force and then spent several years as a management consultant at the Boston Consulting Group. In 2002, she joined Delta Air Lines Inc. as Managing Director of Consumer Marketing. From 2004 to 2007, she was Executive Vice President and Chief Marketing Officer at HomeBanc Mortgage Corporation (HBMC), a retail residential mortgage lender. In 2007, she joined EarthLink, Inc., a publicly traded internet service provider, as Senior Vice President and Chief Marketing Officer. From 2008 to 2010, she served as Executive Vice President and Chief Marketing Officer at Premiere Global Services, Inc., a publicly traded provider of web conferencing, online meetings, and webcasting. In September 2023, Ms. Yeaney joined, and in December 2024 became the vice chair of, the board of Plan International USA, a development and humanitarian organization that works in over 75 countries across Africa, the Americas, and Asia to advance children’s rights and equality for girls. Ms. Yeaney has served on the board of Talkspace, Inc., a publicly traded virtual therapy company, since 2021, where she serves on the audit committee and is chair of the nomination and governance committee. Ms. Yeaney also served as a member of the board of directors of Avaya Holdings Corp., a publicly traded technology and cloud-based communications company, from 2019 until May 2023. She previously served on the board of directors for Promethean World PLC, a publicly traded global education technology company, prior to its acquisition in 2015. Ms. Yeaney holds a Bachelor of Science degree in electrical engineering from Rensselaer Polytechnic Institute and a Master of Business Administration degree from the Massachusetts Institute of Technology. | | | Our Board of Directors believes that Ms. Yeaney is qualified to serve as a member of our Board due to her extensive experience as an executive of high-growth technology companies, her extensive marketing experience, and her experience as a board member of public companies. |

  25. Board Composition and Refreshment

    | The Board of Directors Recommends a Vote “FOR” Each Named Nominee. |

  26. Board Composition and Refreshment

    | IRIDIUM COMMUNICATIONS INC. | 11 | 2026 Proxy Statement |

  27. Director Compensation

    Director Compensation DIRECTOR COMPENSATION PROGRAM The compensation program for our non-employee directors is designed to attract and retain highly qualified directors and to align director interests with those of our stockholders. This program is reviewed annually by our Board and periodically amended. Under the program in effect for 2025, each non-employee director was eligible to receive compensation as outlined below:

  28. Director Compensation

    | | Annual Retainer | | | Board and Committees | Chair ($) | Member ($) | | Board of Directors | 70,000(1) | 250,000 | | Audit Committee | 40,000 | 20,000 | | Compensation Committee | 15,000 | 7,500 | | Nominating and Corporate Governance Committee | 10,000 | 5,000 | | Government Advisory Committee(2) | N/A | 15,000 |

  29. Director Compensation

    1.The $70,000 annual retainer for the Chairman of the Board is in addition to the annual member retainer of $250,000. 2.The Government Advisory Committee is comprised of former U.S. government officials. Its members participate in meetings of the Company’s Government Advisory Board, which advises the Company on business opportunities with the U.S. and international governments. In fiscal year 2025, Messrs. Krongard and Olson served on the Government Advisory Committee. Our Compensation Committee retained ClearBridge to conduct a review of our director compensation program in the fall of 2024, which services included a review of peer company practices, market analysis, competitive assessment, overview of relevant corporate governance considerations and recommendations for adjustments for the following year. Based on ClearBridge’s recommendation, the Board determined to maintain non-employee director compensation levels at 2024 levels for 2025.

  30. Limit on Annual Director Compensation

    Limit on Annual Director Compensation Under our 2015 Equity Incentive Plan, approved by stockholders at the 2025 annual meeting, total annual compensation for non-employee directors may not exceed $700,000. This limit applies to the combined value of any stock awards and cash fees paid to a director in a given calendar year, with stock awards valued at their grant date fair value for financial reporting purposes. As described in Proposal 4, this same limit is carried forward in our Amended 2015 Plan.

  31. Dividend Treatment

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2)(3) | All Other Compensation ($)(4) | Total ($) | | Louis M. Alterman(5) | 12,500 | 50,000 | — | 62,500 | | Thomas C. Canfield | — | 275,000 | 124,326 | 399,326 | | Thomas J. Fitzpatrick | 50,000 | 200,000 | 3,880 | 253,880 | | L. Anthony Frazier | — | 290,000 | 13,041 | 303,041 | | Alvin B. Krongard(6) | — | 282,500 | 58,976 | 341,476 | | Robert H. Niehaus | 50,000 | 290,000 | 73,992 | 413,992 | | Admiral Eric T. Olson (Ret.) | 65,000 | 215,000 | 77,237 | 357,237 | | Kay N. Sears(6) | 66,250 | 200,000 | 3,880 | 270,130 | | Monique S. Shivanandan(7) | 43,125 | 150,000 | 1,477 | 194,602 | | Jacqueline E. Yeaney | 75,000 | 200,000 | 3,880 | 278,880 |

  32. Management

    Management EXECUTIVE OFFICERS Our executive officers as of the date of this Proxy Statement are as follows:

  33. Management

    | Name | Age | Position | Executive Officer Since | | Matthew J. Desch | 68 | Chief Executive Officer | 2009 | | Vincent J. O’Neill | 60 | Chief Financial Officer | 2025 | | Timothy J. Last | 58 | Executive Vice President, Sales and Marketing | 2025 | | Suzanne E. McBride | 57 | Chief Operations Officer | 2019 | | Kathleen A. Morgan | 58 | Chief Legal Officer and Corporate Secretary | 2022 | | Scott T. Scheimreif | 57 | Executive Vice President, Government Programs | 2012 |

  34. Management

    Biographical Information for Mr. Desch and Ms. McBride is included above under the section titled “Director Biographies.” EXECUTIVE BIOGRAPHIES Vincent J. O’Neill, age 60, has served as our Chief Financial Officer since January 2025. Since joining Iridium in 2014, he has held roles of increasing responsibility within the finance organization. Mr. O’Neill served as Senior Vice President, Finance prior to assuming his current role, leading our annual budgeting, long-range financial planning, strategic transactions, and financing transactions functions. Before joining our company, he held various financial leadership roles with wireless and wireless infrastructure providers, including BT Cellnet (now Telfonica), Mobilitie and Sprint Nextel (now part of T-Mobile). Mr. O’Neill is a Chartered Management Accountant and holds an accounting and finance diploma from the Technological University of the Shannon in Ireland. Timothy J. Last, age 58, has served as our Executive Vice President, Sales and Marketing since January 2025. Since joining Iridium in 2012, he has held roles of increasing responsibility within the sales and marketing organization. Mr. Last served as Senior Vice President and General Manager of our Americas region prior to assuming his current role, overseeing teams that handle sales, business and product development, and customer support for verticals including aviation, maritime, heavy equipment, transportation, asset tracking, utilities, and personal satellite messaging. Before joining our company, Mr. Last served in business development roles with the telecommunication companies Orbcomm and BT Global Services. He holds a Master of Science degree in telecommunications business from University College London. Kathleen A. Morgan, age 58, has served as our Chief Legal Officer since January 2022 and served as Vice President, Corporate Law, of Iridium Satellite LLC from 2008 until her assumption of the Chief Legal Officer role. Ms. Morgan previously served as Assistant General Counsel and then Plan Administrator at Teleglobe USA Inc. and as Assistant Corporate Counsel at MCI Corporation. Ms. Morgan began her legal career at Dickstein Shapiro LLP practicing corporate and securities law. Ms. Morgan holds a Juris Doctorate from Georgetown University and a Bachelor of Science degree in Business Administration, with honors, from the University of North Carolina at Chapel Hill. Scott T. Scheimreif, age 57, has served as our Executive Vice President, Government Programs since 2012 and previously served as our Vice President, Government Programs from 2008 to 2012. Mr. Scheimreif received his Bachelor of Science degree in Business Administration from Salisbury University.

  35. Management

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  36. Approval of the Iridium Communications Inc. Amended and Restated 2015 Equity Incentive Plan

    Approval of the Iridium Communications Inc. Amended and Restated 2015 Equity Incentive Plan We are requesting that our stockholders approve the Iridium Communications Inc. Amended and Restated 2015 Equity Incentive Plan (the “Amended 2015 Plan”), primarily to increase the number of shares of our common stock available for issuance under the 2015 Plan by 4,850,000. The Amended 2015 Plan was approved by our Compensation Committee on March 4, 2026, subject to approval by our stockholders. We refer to the Amended and Restated 2015 Equity Incentive Plan that was approved by our stockholders at our 2025 annual meeting of stockholders as the “2015 Plan.” Equity awards have historically been and, we believe, will continue to be an integral component of our overall compensation program for our employees, directors and consultants. Approval of the Amended 2015 Plan by our stockholders will allow us to continue granting RSU awards, performance-based RSU awards, stock options and other awards at levels determined appropriate by our Board or Compensation Committee. The Amended 2015 Plan will also allow us to utilize a broad array of equity incentives and performance cash incentives in order to secure and retain the services of our employees, directors and consultants, and to provide long-term incentives that align the interests of our employees, directors and consultants with the interests of our stockholders. As of the date of this Proxy Statement, there are 5,711,827 shares available for issuance pursuant to awards under the 2015 Plan. If stockholders do not approve the Amended 2015 Plan, the shares available for future awards under the 2015 Plan would likely be exhausted in the next one to two fiscal years. In that event, we would be unable to issue equity-based awards and would have to rely on cash awards. An inability to grant equity-based awards would have negative consequences to us and our stockholders, including the inability to attract and retain executive leadership, inhibited pay for performance and alignment with stockholders, and increased cash compensation. This would make it more difficult to attract and retain an appropriate executive team and incentivize employees to drive long-term value creation and would limit cash available for non-compensation purposes. The Amended 2015 Plan contains the following material changes from the 2015 Plan: •Increased shares authorized for issuance. The addition of 4,850,000 shares authorized for issuance under the Amended 2015 Plan, which based on the number of shares remaining available under the 2015 Plan as of the date of this Proxy Statement, would result in a total availability of 10,561,827 shares, subject to adjustment for certain changes in our capitalization. Of these additional 4,850,000 shares, all are authorized for issuance pursuant to, among other things, the exercise of incentive stock options (“ISOs”) under the Amended 2015 Plan, and the last date an ISO may be granted is extended by approximately one year to March 4, 2036. •Post-exercise holding period. Employees who exercise stock options or stock appreciation rights will be required to hold the net shares received (after any withholding obligations are satisfied) for at least one year before they can be sold or transferred. The holding period ends early if the employee leaves the Company, or if the Company undergoes a corporate transaction or change in control. This post-exercise holding period applies to all employees, including the CEO and other NEOs. Approval of this proposal requires the affirmative vote of the holders of a majority of the shares of stock represented and entitled to vote on the proposal either in person or by proxy. Abstentions will be counted toward the tabulation of votes present and entitled to vote on proposals presented to the stockholders and will have the same effect as votes AGAINST. Broker non-votes are counted towards a quorum but are not counted for any purpose in determining whether this matter has been approved.

  37. Overhang

    | | As of the record date (#) | | Total number of shares of common stock subject to outstanding stock options (1) | 189,440 | | Total number of shares of common stock subject to outstanding full value awards (2) | 4,691,546 | | Total number of shares of common stock available under the 2015 Plan (3) | 5,711,827 | | Total number of shares of common stock available under other equity incentive plans | — | | Total number of additional shares of common stock requested in this Proposal 4 | 4,850,000 | | Total number of shares of common stock available under the Amended 2015 Plan if this Proposal 4 is approved by our stockholders | 10,561,827 | | Total number of shares of common stock outstanding | 105,717,973 | | Per-share closing price of common stock as reported on Nasdaq Global Select Market | 26.30 |

  38. We Manage Our Equity Incentive Award Use Carefully, and Dilution Is Reasonable

    We Manage Our Equity Incentive Award Use Carefully, and Dilution Is Reasonable We continue to believe that equity incentive awards are a vital part of our overall compensation program. Our compensation philosophy reflects broad-based eligibility for equity incentive awards, and we grant awards to a majority of our employees. However, we recognize that equity incentive awards dilute existing stockholders, and, therefore, we must responsibly manage the growth of our equity compensation program. We are committed to effectively monitoring our equity compensation share reserve, including our “burn rate,” to ensure that we maximize stockholders’ value by granting the appropriate number of equity incentive awards necessary to attract, reward and retain employees and directors.

  39. We Manage Our Equity Incentive Award Use Carefully, and Dilution Is Reasonable

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  40. TYPES OF AWARDS

    TYPES OF AWARDS The terms of the Amended 2015 Plan provide for the grant of ISOs, nonstatutory stock options (“NSOs”), stock appreciation rights, restricted stock awards, RSU awards, other stock awards, and performance awards that may be settled in cash, stock, or other property.

  41. SHARES SUBJECT TO THIS PLAN

    SHARES SUBJECT TO THIS PLAN If the stockholders approve this Proposal 4, the number of shares available under the 2015 Plan would increase by 4,850,000 to 10,561,827, subject to adjustment for certain changes in our capitalization. The number of shares available under the Amended 2015 Plan will also be increased from time to time by the number of “Prior Plans’ Returning Shares,” which refers to the following shares of our common stock subject to any outstanding stock award granted under the 2012 Plan or the Iridium Communications Inc. 2009 Stock Incentive Plan (the “2009 Plan”): (i) any shares subject to such stock award that are not issued because such stock award expires or otherwise terminates without all of the shares covered by such stock award having been issued; (ii) any shares subject to such stock award that are not issued because such stock award is settled in cash; and (iii) any shares issued pursuant to such stock award that are forfeited back to or repurchased by us because of the failure to meet a contingency or condition required for the vesting of such shares. The number of shares of our common stock available for issuance under the Amended 2015 Plan will be reduced by (i) one share for each share of common stock issued pursuant to an appreciation award (i.e., a stock option or stock appreciation right with an exercise or strike price of at least 100% of the fair market value of the underlying common stock on the date of grant), and (ii) 1.8 shares for each share of common stock issued pursuant to a full value award (i.e., any stock award that is not an appreciation award). The Share Reserve will not be reduced by any of the following shares of our common stock and such shares will remain available for issuance under the Amended 2015 Plan: (i) any shares subject to a stock award that are not issued because such stock award expires or otherwise terminates without all of the shares covered by such stock award having been issued; and (ii) any shares subject to a stock award that are not issued because such stock award is settled in cash.

  42. ELIGIBILITY

    ELIGIBILITY All our (including our affiliates’) approximately 975 employees, nine non-employee directors who will be serving after the Annual Meeting, and approximately 10 consultants, in each case, as of the record date, are eligible to participate in the Amended 2015 Plan and may receive all types of awards other than incentive stock options. Incentive stock options may be granted under the Amended 2015 Plan only to our employees (including officers) and employees of our affiliates.

  43. NON-EMPLOYEE DIRECTOR COMPENSATION LIMIT

    NON-EMPLOYEE DIRECTOR COMPENSATION LIMIT Under the Amended 2015 Plan, the maximum number of shares of our common stock subject to stock awards granted during any one calendar year to any of our non-employee directors, taken together with any cash fees paid by us to that non-employee director during such calendar year, will not exceed $700,000 in total value (calculating the value of any such stock awards based on the grant date fair value of such stock awards for financial reporting purposes).

  44. ADMINISTRATION

    ADMINISTRATION The Amended 2015 Plan will be administered by our Board, which may in turn delegate authority to administer the Amended 2015 Plan to a committee. Our Board has concurrently delegated authority to administer the Amended 2015 Plan to our Compensation Committee, but may, at any time, revest in itself some or all the power delegated to our Compensation Committee. The Board and the Compensation Committee are each considered to be a “Plan Administrator” for purposes of this Proposal 4. Subject to the terms of the Amended 2015 Plan (including certain minimum vesting requirements (see “Minimum Vesting Requirements” below)), the Plan Administrator may determine the recipients, the types of awards to be granted, the number of shares of our common stock subject to or the cash value of awards, and the terms and conditions of awards granted under the Amended 2015 Plan, including the period of their exercisability and vesting. The Plan Administrator also has the authority to provide for accelerated exercisability and vesting of awards. Subject to the limitations set forth below, the Plan Administrator also determines the fair market value applicable to a stock award and the exercise or strike price of stock options and stock appreciation rights granted under the Amended 2015 Plan. The Plan Administrator may also delegate to one or more persons or bodies the authority to designate employees who are not officers to be recipients of certain stock awards, the number of shares of our common stock subject to such stock awards, and the terms of such stock awards. The delegatee(s) may not grant stock awards to themselves.

  45. REPRICING; CANCELLATION AND RE-GRANT OF STOCK AWARDS

    REPRICING; CANCELLATION AND RE-GRANT OF STOCK AWARDS Under the Amended 2015 Plan, the Plan Administrator does not have the authority to reprice any outstanding stock option or stock appreciation right by reducing the exercise or strike price of the stock option or stock appreciation right or to cancel any outstanding stock option or stock appreciation right that has an exercise or strike price greater than the then-current fair market value of our common stock in exchange for cash or other stock awards without obtaining the approval of our stockholders. Such approval must be obtained within 12 months prior to such an event.

  46. MINIMUM VESTING REQUIREMENTS

    MINIMUM VESTING REQUIREMENTS Under the Amended 2015 Plan, no award will vest (or, if applicable, be exercisable) until at least 12 months following the date of grant of the award; provided, however, that up to 5% of the Share Reserve may be subject to awards that do not meet such vesting (and, if applicable, exercisability) requirements.

  47. STOCK OPTIONS

    STOCK OPTIONS Stock options may be granted under the Amended 2015 Plan pursuant to stock option agreements. The Amended 2015 Plan permits the grant of stock options that are intended to qualify as ISOs and NSOs. The exercise price of a stock option granted under the Amended 2015 Plan may not be less than 100% of the fair market value of the common stock subject to the stock option on the date of grant and, in some cases (see “Limitations on Incentive Stock Options” below), may not be less than 110% of such fair market value. The term of stock options granted under the Amended 2015 Plan may not exceed ten years and, in some cases (see “Limitations on Incentive Stock Options” below), may not exceed five years. Except as otherwise provided in a participant’s stock option agreement or other written agreement with us or one of our affiliates, if a participant’s service relationship with us or any of our affiliates (referred to in this Proposal 4 as “continuous service”) terminates (other than for cause and other than upon the participant’s death or disability), the participant may exercise any vested stock options for up to three months following the participant’s termination of continuous service. Except as otherwise provided in a participant’s stock option agreement or other written agreement with us or one of our affiliates, if a participant’s continuous service terminates due to the participant’s disability or death (or the participant dies within a specified period, if any, following termination of continuous service), the participant, or their beneficiary, as applicable, may exercise any vested stock options for up to 12 months following the participant’s termination due to the participant’s disability or for up to 18 months following the participant’s death. Except as explicitly provided otherwise in a participant’s stock option agreement or other written agreement with us or one of our affiliates, if a participant’s continuous service is terminated for cause (as defined in the Amended 2015 Plan), all stock options held by the participant will terminate upon the participant’s termination of continuous service and the participant will be prohibited from exercising any stock option from and after such termination date. Except as otherwise provided in a participant’s stock option agreement or other written agreement with us or one of our affiliates, the term of a stock option may be extended if the exercise of the stock option following the participant’s termination of continuous service (other than for cause and other than upon the participant’s death or disability) would be prohibited by applicable securities laws or if the sale of any common stock received upon exercise of the stock option following the participant’s termination of continuous service (other than for cause) would violate our insider trading policy. In no event, however, may a stock option be exercised after its original expiration date. Acceptable forms of consideration for the purchase of our common stock pursuant to the exercise of a stock option under the Amended 2015 Plan will be determined by the Plan Administrator and may include payment: (i) by cash, check, bank draft or money order payable to us; (ii) pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board; (iii) by delivery to us of shares of our common stock (either by actual delivery or attestation); (iv) by a net exercise arrangement (for NSOs only); or (v) in other legal consideration approved by the Plan Administrator. Subject to certain minimum vesting requirements (see “Minimum Vesting Requirements” above), stock options granted under the Amended 2015 Plan may become exercisable in cumulative increments, or “vest,” as determined by the Plan Administrator at the rate specified in the stock option agreement. Shares covered by different stock options granted under the Amended 2015 Plan may be subject to different vesting schedules as the Plan Administrator may determine.

  48. STOCK OPTIONS

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  49. STOCK OPTIONS

    The Plan Administrator may impose limitations on the transferability of stock options granted under the Amended 2015 Plan in its discretion. Generally, a participant may not transfer a stock option granted under the Amended 2015 Plan other than by will or the laws of descent and distribution or, subject to approval by the Plan Administrator, pursuant to a domestic relations order or an official marital settlement agreement. However, the Plan Administrator may permit transfer of a stock option in a manner that is not prohibited by applicable tax and securities laws. In addition, subject to approval by the Plan Administrator, a participant may designate a beneficiary who may exercise the stock option following the participant’s death. Notwithstanding the foregoing, no stock option may be transferred to any financial institution for consideration without prior stockholder approval.

  50. LIMITATIONS ON INCENTIVE STOCK OPTIONS

    LIMITATIONS ON INCENTIVE STOCK OPTIONS The aggregate fair market value, determined at the time of grant, of shares of our common stock with respect to ISOs that are exercisable for the first time by a participant during any calendar year under all our stock plans may not exceed $100,000. The stock options or portions of stock options that exceed this limit or otherwise fail to qualify as ISOs are treated as NSOs. No ISO may be granted to any person who, at the time of grant, owns or is deemed to own stock possessing more than 10% of our total combined voting power or that of any affiliate unless the following conditions are satisfied: •the exercise price of the ISO must be at least 110% of the fair market value of the common stock subject to the ISO on the date of grant; and •the term of the ISO must not exceed five years from the date of grant. If the stockholders approve this Proposal 4, the aggregate maximum number of shares of our common stock that may be issued pursuant to the exercise of ISOs under the 2015 Plan would not change, but all of the additional 4,850,000 shares would be authorized for issuance pursuant to, among other things, the exercise of ISOs.

  51. STOCK APPRECIATION RIGHTS

    STOCK APPRECIATION RIGHTS Stock appreciation rights may be granted under the Amended 2015 Plan pursuant to stock appreciation right agreements. Each stock appreciation right is denominated in common stock share equivalents. The strike price of each stock appreciation right will be determined by the Plan Administrator, but will in no event be less than 100% of the fair market value of the common stock subject to the stock appreciation right on the date of grant. Subject to certain minimum vesting requirements (see “Minimum Vesting Requirements” above), the Plan Administrator may also impose restrictions or conditions upon the vesting of stock appreciation rights that it deems appropriate. The appreciation distribution payable upon exercise of a stock appreciation right may be paid in shares of our common stock, in cash, in a combination of cash and stock, or in any other form of consideration determined by the Plan Administrator and set forth in the stock appreciation right agreement. Stock appreciation rights will be subject to the same conditions upon termination of continuous service and restrictions on transfer as stock options under the Amended 2015 Plan.

  52. RESTRICTED STOCK AWARDS

    RESTRICTED STOCK AWARDS Restricted stock awards may be granted under the Amended 2015 Plan pursuant to restricted stock award agreements. A restricted stock award may be granted in consideration for cash, check, bank draft or money order payable to us, the participant’s services performed for us or any of our affiliates, or any other form of legal consideration acceptable to the Plan Administrator. Subject to certain minimum vesting requirements (see “Minimum Vesting Requirements” above), shares of our common stock acquired under a restricted stock award may be subject to forfeiture to or repurchase by us in accordance with a vesting schedule to be determined by the Plan Administrator. Rights to acquire shares of our common stock under a restricted stock award may be transferred only upon such terms and conditions as are set forth in the restricted stock award agreement. A restricted stock award agreement may provide that any dividends paid on restricted stock will be subject to the same vesting conditions as apply to the shares subject to the restricted stock award. Upon a participant’s termination of continuous service for any reason, any shares subject to restricted stock awards held by the participant that have not vested as of such termination date may be forfeited to or repurchased by us.

  53. RESTRICTED STOCK AWARDS

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  54. RESTRICTED STOCK UNIT AWARDS

    RESTRICTED STOCK UNIT AWARDS RSU awards may be granted under the Amended 2015 Plan pursuant to RSU award agreements. Payment of any purchase price may be made in any form of legal consideration acceptable to the Plan Administrator. An RSU award may be settled by the delivery of shares of our common stock, in cash, in a combination of cash and stock, or in any other form of consideration determined by the Plan Administrator and set forth in the RSU award agreement. Subject to certain minimum vesting requirements (see “Minimum Vesting Requirements” above), RSU awards may be subject to vesting in accordance with a vesting schedule to be determined by the Plan Administrator. Dividend equivalents may be credited in respect of shares of our common stock covered by an RSU award, provided that any additional shares credited by reason of such dividend equivalents will be subject to all the same terms and conditions of the underlying RSU award. Except as otherwise provided in a participant’s RSU award agreement or other written agreement with us or one of our affiliates, RSUs that have not vested will be forfeited upon the participant’s termination of continuous service for any reason.

  55. PERFORMANCE AWARDS

    PERFORMANCE AWARDS The Amended 2015 Plan allows us to grant performance stock and cash awards. A performance stock award is a stock award that is payable (including that may be granted, may vest, or may be exercised) contingent upon the attainment of pre-determined performance goals during a performance period. A performance stock award may require the completion of a specified period of continuous service. Subject to certain minimum vesting requirements (see “Minimum Vesting Requirements” above), the length of any performance period, the performance goals to be achieved during the performance period, and the measure of whether and to what degree such performance goals have been attained will be determined by the Plan Administrator. In addition, to the extent permitted by applicable law and the performance stock award agreement, the Plan Administrator may determine that cash may be used in payment of performance stock awards. A performance cash award is a cash award that is payable contingent upon the attainment of pre-determined performance goals during a performance period. A performance cash award may require the completion of a specified period of continuous service. Subject to certain minimum vesting requirements (see “Minimum Vesting Requirements” above), the length of any performance period, the performance goals to be achieved during the performance period, and the measure of whether and to what degree such performance goals have been attained will be determined by the Plan Administrator. The Plan Administrator may specify the form of payment of performance cash awards, which may be cash or other property, or may provide the option for the participant’s performance cash award to be paid in cash or other property. Performance goals under the Amended 2015 Plan will be based on any one or more of the following performance criteria: (1) earnings (including earnings per share and net earnings); (2) earnings before interest, taxes and depreciation; (3) earnings before interest, taxes, depreciation and amortization; (4) earnings before interest, taxes, depreciation, amortization and legal settlements; (5) earnings before interest, taxes, depreciation, amortization, legal settlements and other income (expense); (6) earnings before interest, taxes, depreciation, amortization, legal settlements, other income (expense) and stock-based compensation; (7) earnings before interest, taxes, depreciation, amortization, legal settlements, other income (expense), stock-based compensation and changes in deferred revenue; (8) total stockholder return; (9) return on equity or average stockholder’s equity; (10) return on assets, investment or capital employed; (11) stock price; (12) margin (including gross margin); (13) income (before and after taxes); (14) operating income; (15) operating income after taxes; (16) pre-tax profit; (17) operating cash flow; (18) sales or revenue targets, including without limitation corporate or by product line or business unit; (19) increases in revenue or product revenue; (20) expenses and cost reduction goals; (21) improvement in or attainment of working capital levels; (22) economic value added (or an equivalent metric); (23) market share; (24) cash flow; (25) cash flow per share; (26) share price performance; (27) debt reduction; (28) average debt interest rate; (29) implementation or completion of projects or processes; (30) user satisfaction; (31) user retention; (32) customer satisfaction; (33) customer retention; (34) churn; (35) average monthly revenue per unit for any one or more products or product lines; (36) stockholders’ equity; (37) capital expenditures; (38) debt levels; (39) compliance with debt covenants; (40) operating profit or net operating profit; (41) net income; (42) growth of net income, operating profit or net operating profit; (43) billings; (44) bookings; (45) the number of users/subscribers, including but not limited to unique users/subscribers; (46) employee retention and/or satisfaction; (47) Operational EBITDA or OEBITDA margin; (48) the achievement of developmental, design, manufacturing, contractual, deployment and/or commercialization milestones of products and services, including Iridium NTN DirectSM; (49) subscriber activations (on a net or gross basis) for one or more product lines, including but not limited to handsets, data devices, netted products, Short-Burst Data®, Iridium Messaging Transport®, IoT, midband, broadband, Iridium CertusSM, waveform and chipsets; (50) achievement of milestones related to the design, development, manufacture, contractual management, deployment, launch and/or operation of satellites; (51) achievement of financing goals; (52) sales achievements (including but not limited to number of units sold) for products, including but not limited to handsets, data devices, netted products, Short-Burst Data, Iridium Messaging Transport, midband, broadband, Iridium Certus, waveform and chipsets; (53) number of units sold or activated (of any type of subscriber); (54) hosted payload

  56. OTHER STOCK AWARDS

    OTHER STOCK AWARDS Other forms of stock awards valued in whole or in part by reference to, or otherwise based on, our common stock may be granted either alone or in addition to other stock awards under the Amended 2015 Plan. Subject to the terms of the Amended 2015 Plan (including certain minimum vesting requirements (see “Minimum Vesting Requirements” above)), the Plan Administrator will have sole and complete authority to determine the persons to whom and the time or times at which such other stock awards will be granted, the number of shares of our common stock to be granted and all other terms and conditions of such other stock awards.

  57. CORPORATE TRANSACTION AND CHANGE IN CONTROL

    CORPORATE TRANSACTION AND CHANGE IN CONTROL The following provisions will apply to outstanding awards granted under the Amended 2015 Plan after it is in effect in the event of a corporate transaction (as defined in the Amended 2015 Plan and described below) or a change in control (as defined in the Amended 2015 Plan and described below) unless otherwise provided in the instrument evidencing the award, in any other written agreement between us or one of our affiliates and the participant, or in our director compensation policy. For purposes of this Proposal 4, the term “Transaction” will mean such corporate transaction or change in control. In the event of a Transaction, any surviving or acquiring corporation (or its parent company) may assume or continue any or all outstanding awards granted under the Amended 2015 Plan, or may substitute similar stock awards for such outstanding awards (including, but not limited to, awards to acquire the same consideration paid to the stockholders of the company pursuant to the Transaction), and any reacquisition or repurchase rights held by us in respect of shares issued pursuant to any outstanding awards under the Amended 2015 Plan may be assigned to the surviving or acquiring corporation (or its parent company). In the event of a Transaction in which the surviving or acquiring corporation (or its parent company) does not assume or continue outstanding awards granted under the Amended 2015 Plan, or substitute similar stock awards for such outstanding awards, then with respect to any such awards that have not been assumed, continued or substituted and that are held by participants whose continuous service has not terminated prior to the effective time of the Transaction (the “Current Participants”), the vesting (and exercisability, if applicable) of such awards will be accelerated in full (and with respect to any performance stock awards, vesting will be deemed satisfied at the greater of the target level or actual performance measured in accordance with the applicable performance goals as of the date of the Transaction) to a date prior to the effective time of the Transaction (contingent upon the closing or completion of the Transaction) as the Plan Administrator will determine (or, if the Plan Administrator does not determine such a date, to the date that is five days prior to the effective time of the Transaction), and such awards will terminate if not exercised (if applicable) prior to the effective time of the Transaction in accordance with the exercise procedures determined by the Plan Administrator, and any reacquisition or repurchase rights held by us with respect to such awards will lapse (contingent upon the closing or completion of the Transaction). In the event of a Transaction in which the surviving or acquiring corporation (or its parent company) does not assume or continue outstanding awards granted under the Amended 2015 Plan, or substitute similar stock awards for such outstanding awards, then with respect to any such awards that have not been assumed, continued or substituted and that are held by participants other than the Current Participants, such awards will terminate if not exercised (if applicable) prior to the effective time of the Transaction in accordance with the exercise procedures determined by the Plan Administrator; provided, however, that any reacquisition or repurchase rights held by us with respect to such awards will not terminate and may continue to be exercised notwithstanding the Transaction. Notwithstanding the foregoing, in the event any outstanding award granted under the Amended 2015 Plan held by a participant will terminate if not exercised prior to the effective time of a Transaction, the Plan Administrator may provide that the participant may not exercise such award but instead will receive a payment, in such form as may be determined by the Plan Administrator, equal in value to the excess, if any, of (i) the value of the property the participant would have received upon the exercise of such award immediately prior to the effective time of the Transaction (including, at the discretion of the Plan Administrator, any unvested portion of such award), over (ii) any exercise price payable by the participant in connection with such exercise. Unless otherwise provided in the instrument evidencing an award, in any other written agreement between us or one of our affiliates and the participant, or in our director compensation policy, no additional acceleration of vesting or exercisability of any outstanding award granted under the Amended 2015 Plan after it is in effect will occur upon or after a change in control. For purposes of the Amended 2015 Plan, a corporate transaction generally will be deemed to occur in the event of the consummation of: (i) a sale or other disposition of all or substantially all of our consolidated assets; (ii) a sale or other disposition of more than 50% of our outstanding securities; (iii) a merger, consolidation or similar transaction following which we are not the surviving corporation; or (iv) a merger, consolidation or similar transaction following which we are the surviving corporation but the shares of our common stock outstanding immediately prior to the transaction are converted or exchanged into other property by virtue of the transaction.

  58. CORPORATE TRANSACTION AND CHANGE IN CONTROL

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  59. CORPORATE TRANSACTION AND CHANGE IN CONTROL

    For purposes of the Amended 2015 Plan, a change in control generally will be deemed to occur in the event: (i) a person, entity or group acquires, directly or indirectly, our securities representing more than 50% of the combined voting power of our then outstanding securities, other than by virtue of a merger, consolidation, or similar transaction; (ii) there is consummated a merger, consolidation, or similar transaction and, immediately after the consummation of such transaction, our stockholders immediately prior thereto do not own, directly or indirectly, more than 50% of the combined outstanding voting power of the surviving entity or the parent of the surviving entity in substantially the same proportions as their ownership of our outstanding voting securities immediately prior to such transaction; (iii) there is consummated a sale or other disposition of all or substantially all of our consolidated assets, other than a sale or other disposition to an entity in which more than 50% of the entity’s combined voting power is owned by our stockholders in substantially the same proportions as their ownership of our outstanding voting securities immediately prior to such sale or other disposition; or (iv) a majority of our Board becomes comprised of individuals whose nomination, appointment, or election was not approved by a majority of the Board members or their approved successors.

  60. NONSTATUTORY STOCK OPTIONS

    NONSTATUTORY STOCK OPTIONS Generally, there is no taxation upon the grant of an NSO if the stock option is granted with an exercise price equal to the fair market value of the underlying stock on the grant date. Upon exercise, a participant will recognize ordinary income equal to the excess, if any, of the fair market value of the underlying stock on the date of exercise of the stock option over the exercise price. If the participant is employed by us or one of our affiliates, that income will be subject to withholding taxes. The participant’s tax basis in those shares will be equal to their fair market value on the date of exercise of the stock option, and the participant’s capital gain holding period for those shares will begin on that date. Subject to the requirement of reasonableness, the provisions of Section 162(m) of the Code and the satisfaction of a tax reporting obligation, we will generally be entitled to a tax deduction equal to the taxable ordinary income realized by the participant.

  61. INCENTIVE STOCK OPTIONS

    INCENTIVE STOCK OPTIONS The Amended 2015 Plan provides for the grant of stock options that are intended to qualify as “incentive stock options,” as defined in Section 422 of the Code. Under Code Section 422, a participant generally is not subject to ordinary income tax upon the grant or exercise of an ISO. If the participant holds a share received upon exercise of an ISO for more than two years from the date the stock option was granted and more than one year from the date the stock option was exercised, which is referred to as the required holding period, the difference, if any, between the amount realized on a sale or other taxable disposition of that share and the participant’s tax basis in that share will be long-term capital gain or loss.

  62. INCENTIVE STOCK OPTIONS

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  63. INCENTIVE STOCK OPTIONS

    If, however, a participant disposes of a share acquired upon exercise of an ISO before the end of the required holding period, which is referred to as a disqualifying disposition, the participant generally will recognize ordinary income in the year of the disqualifying disposition equal to the excess, if any, of the fair market value of the share on the date of exercise of the stock option over the exercise price. However, if the sales proceeds are less than the fair market value of the share on the date of exercise of the stock option, the amount of ordinary income recognized by the participant will not exceed the gain, if any, realized on the sale. If the amount realized on a disqualifying disposition exceeds the fair market value of the share on the date of exercise of the stock option, that excess will be short-term or long-term capital gain, depending on whether the holding period for the share exceeds one year. For purposes of the alternative minimum tax, the amount by which the fair market value of a share of stock acquired upon exercise of an ISO exceeds the exercise price of the stock option generally will be an adjustment included in the participant’s alternative minimum taxable income for the year in which the stock option is exercised. If, however, there is a disqualifying disposition of the share in the year in which the stock option is exercised, there will be no adjustment for alternative minimum tax purposes with respect to that share. In computing alternative minimum taxable income, the tax basis of a share acquired upon exercise of an ISO is increased by the amount of the adjustment considered with respect to that share for alternative minimum tax purposes in the year the stock option is exercised. We are not allowed a tax deduction with respect to the grant or exercise of an ISO or the disposition of a share acquired upon exercise of an ISO after the required holding period. If there is a disqualifying disposition of a share, however, we will generally be entitled to a tax deduction equal to the taxable ordinary income realized by the participant, subject to the requirement of reasonableness and the provisions of Section 162(m) of the Code, and provided that either the employee includes that amount in income or we timely satisfy our reporting requirements with respect to that amount.

  64. RESTRICTED STOCK AWARDS

    RESTRICTED STOCK AWARDS Generally, the recipient of a restricted stock award will recognize ordinary income at the time the stock is received equal to the excess, if any, of the fair market value of the stock received over any amount paid by the recipient in exchange for the stock. If, however, the stock is not vested when it is received (for example, if the employee is required to work for a period of time in order to have the right to sell the stock), the recipient generally will not recognize income until the stock becomes vested, at which time the recipient will recognize ordinary income equal to the excess, if any, of the fair market value of the stock on the date it becomes vested over any amount paid by the recipient in exchange for the stock. A recipient may, however, file an election with the Internal Revenue Service, within 30 days following the receipt of such stock award, to recognize ordinary income, as of the date the recipient receives the award, equal to the excess, if any, of the fair market value of the stock on the date the award is granted over any amount paid by the recipient for the stock. The recipient’s basis for the determination of gain or loss upon the subsequent disposition of shares acquired from a restricted stock award will be the amount paid for such shares plus any ordinary income recognized either when the stock is received or when the stock becomes vested. Subject to the requirement of reasonableness, the provisions of Section 162(m) of the Code and the satisfaction of a tax reporting obligation, we will generally be entitled to a tax deduction equal to the taxable ordinary income realized by the recipient of the restricted stock award.

  65. RESTRICTED STOCK UNIT AWARDS

    RESTRICTED STOCK UNIT AWARDS Generally, the recipient of an RSU award structured to comply with the requirements of Section 409A of the Code or qualify for an exception to Section 409A of the Code will recognize ordinary income at the time the stock is delivered equal to the fair market value of the stock received. To the extent that an RSU award does not qualify for an exception to Section 409A of the Code, and in order to comply with the requirements of Section 409A of the Code, the stock subject to an RSU award may generally only be delivered in connection with one of the following events: a fixed calendar date (or dates), separation from service, death, disability or a change in control. If an RSU award does not comply with or qualify for an exception to the requirements of Section 409A of the Code, in addition to the tax treatment described above, the recipient will owe an additional 20% federal tax and interest on any taxes owed. The recipient’s basis for the determination of gain or loss upon the subsequent disposition of shares acquired from an RSU award will be equal to the ordinary income recognized when the stock is delivered. Subject to the requirement of reasonableness, the provisions of Section 162(m) of the Code and the satisfaction of a tax reporting obligation, we will generally be entitled to a tax deduction equal to the taxable ordinary income realized by the recipient of the RSU award.

  66. RESTRICTED STOCK UNIT AWARDS

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  67. Securities Authorized for Issuance Under Equity Compensation Plans

    Securities Authorized for Issuance Under Equity Compensation Plans The following table provides certain information with respect to all our equity compensation plans in effect as of December 31, 2025:

  68. Securities Authorized for Issuance Under Equity Compensation Plans

    | | Number of securities to be issued upon exercise of outstanding options, warrants and rights (#)(1) (a) | Weighted-average exercise price of outstanding options, warrants and rights ($)(1) (b) | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (#)(2) (c) | | Equity compensation plans approved by security holders: | 4,244,103 | 0.72 | 9,068,350 | | Equity compensation plans not approved by security holders(3): | — | — | — | | Total | 4,244,103 | 0.72 | 9,068,350 |

  69. Securities Authorized for Issuance Under Equity Compensation Plans

    1.Includes 4,048,663 shares issuable upon the settlement of RSUs without consideration. The weighted average exercise price of the outstanding options and rights other than these RSUs is $15.60 per share. There are no warrants outstanding under our equity compensation plans. 2.The number of shares of common stock available for issuance under our Amended and Restated 2015 Equity Incentive Plan is reduced by (i) one share for each share of common stock issued pursuant to an appreciation award, such as a stock option or stock appreciation right with an exercise or strike price of at least 100% of the fair market value of the underlying common stock on the date of grant, and (ii) 1.8 shares for each share of common stock issued pursuant to any stock award that is not an appreciation award, also known as a “full value award.” 3.We do not maintain any equity compensation plans that were not approved by our stockholders.

  70. Securities Authorized for Issuance Under Equity Compensation Plans

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  71. Executive Compensation

    We present our Compensation Discussion and Analysis in the following sections: 1.Executive Summary (page 39). In this section, we provide an overview of our business and 2025 performance highlights, discuss certain aspects of our executive compensation program, and discuss the response of our Compensation Committee to the 2025 stockholder advisory vote on NEO compensation. 2.Executive Compensation Program (page 43). In this section, we describe our executive compensation philosophy, the use of a compensation consultant and peer group data, and the material components of our executive compensation program. We also describe the reasons for providing, and manner of structuring, the key compensation elements in 2025. 3.Other Executive Compensation Matters (page 53). In this section, we provide an overview of our policies related to equity compensation grants, minimum stock ownership, change in control, severance and employee benefits, and executive compensation clawbacks. We also review the accounting and tax treatment of compensation and the relationship between our compensation program and risk.

  72. Executive Summary

    In 2025, we generated total revenue of $871.7 million, a 5% year-over-year increase, and ended the year with 2,537,000 worldwide subscribers, a 3% year-over-year increase. Total service revenue was $634.0 million in 2025, an increase of 3% compared to 2024, primarily as a result of a 9% increase in Commercial Internet of Things (IoT) data revenue and a 3% increase in commercial voice and data revenue, partially offset by a 10% decline in broadband revenue. Engineering and support revenue was $156.6 million in 2025, a 26% increase compared to 2024, primarily due to increased work under certain government projects, predominantly the contract awarded by the Space Development Agency. Subscriber equipment revenue was $81.1 million, an 11% decrease from 2024. Net income was $114.4 million in 2025, compared to $112.8 million in 2024. Net income in 2024 included a $19.8 million one-time gain on the acquisition of Satelles, Inc. OEBITDA was $495.3 million, a 5% increase from $470.6 million in 2024. Capital expenditures were $100.3 million in 2025, including $4.6 million in capitalized interest. In addition to delivering solid year-over-year subscriber growth and financial performance, we repurchased 6.8 million shares for a total purchase price of approximately $185.0 million and paid total dividends of $62.9 million in 2025. Our Board increased our per share quarterly dividend payments by approximately 5% compared to 2024. IMPORTANT FEATURES OF OUR EXECUTIVE COMPENSATION PROGRAM. Our executive compensation program is designed to attract, reward and retain a talented, innovative and entrepreneurial team of executives to fulfill our business objectives. To do so, we believe that a majority of our executives’ target compensation should be based on performance, both of the individual and of our business. We structure our variable compensation programs to recognize both short-term and long-term contributions. The important features of our executive compensation program include: •Annual Incentives Tied to Performance – A significant portion of executive compensation is at-risk, performance-based compensation in the form of an annual incentive bonus opportunity that is based on achievement of a combination of financial, strategic and operational goals selected annually by our Compensation Committee. For 2025, the first 60% of each executive’s target annual incentive bonus award was paid in the form of RSUs that vested only upon the Compensation Committee’s certification of achievement of pre-established performance goals and continued service through the vesting date in March 2026. The remaining portion of the annual incentive bonus was paid in cash. For 2026, the annual incentive bonus will be paid entirely in cash. See “2026 Bonus Plan Structure” for more information. •Significant Percentages of Compensation At-Risk – Our executive compensation is heavily weighted toward at-risk, performance-based compensation in the form of an annual incentive bonus opportunity and long-term equity program which are earned based on performance and continued service. As reflected in the charts below, in 2025, at-risk compensation represented 88% of our CEO’s total direct target compensation, and an average of 83% of our other NEOs’ total direct target compensation. In 2025, at-risk compensation consisted of (i) annual incentive bonus awards paid in RSUs and cash and (ii) long-term service-based and performance-based RSU grants.

  73. Executive Summary

    | ■ | Base Salary | ■ | Annual Bonus | ■ | Long-Term Equity Incentives |

  74. Executive Summary

    •Long-Term Equity Incentive Awards – In 2025, 72% of our NEOs’ total direct target compensation and 76% of our CEO’s total direct target compensation was in the form of long-term equity incentives, comprised 50% of service-based RSUs vesting over three years and 50% of performance-based RSUs. •Performance-Based Equity Awards – Long-term performance-based equity incentive awards are subject to the achievement of pre-established performance criteria over a two-year performance period. Upon certification of the achievement level, one-half of the earned award vests and the remainder continues to be subject to service-based vesting through the third anniversary of the award’s grant date. In 2025, we also granted RSUs in connection with our annual incentive bonus plan that vest based on the achievement of pre-established annual performance goals, as described above. In 2026, the Compensation Committee approved a change in our long-term equity-based compensation program intended to better align executive’s compensation with long-term stockholder value creation during a period of significant industry uncertainty. See “Changes to Long-term Equity Compensation Structure for 2026” below for additional information. •Reasonable Cash Severance Amounts – The cash severance benefits that we offer to our executives are reasonable and in line with peer company practices. •Limited Executive Perquisites – We provide limited perquisites to our executive officers. In 2025, this consisted only of financial counseling and tax preparation services for executive officers other than our CEO and reimbursement for the cost of executive physicals and concierge medical services, the latter of which we provided on a tax-neutral basis. •No Excise Tax Gross-Up Benefits – We do not provide our executive officers with any excise tax gross-ups. •No Pension or SERP Benefits – We do not provide any defined benefit pension plans or supplemental employee retirement plans to our executive officers. •Meaningful Executive Stock Ownership Guidelines – Our executives are required to comply with our long-standing stock ownership guidelines. Our CEO is required to accumulate shares of our common stock with a value equal to at least six times his annual base salary, and our executive vice presidents, including our chief financial officer, chief operations officer and chief legal officer, are required to accumulate shares of our common stock with a value equal to at least two times their annual base salaries. Unvested or unearned RSUs contingent upon performance criteria and unexercised stock options or similar awards are not counted toward meeting the guidelines. •Prohibition of Hedging and Pledging Transactions – Our insider trading policy prohibits our employees, including our executives, directors and consultants, from hedging or pledging the economic interest in the Iridium shares they hold. •Use of Independent Compensation Consultant – Our Compensation Committee has retained an independent compensation consultant for guidance in making compensation decisions. •Use of Peer Group and Market Data – Our Compensation Committee reviews market practices and makes internal comparisons among our executives when making compensation decisions. •Incentive Compensation Recovery Policy – In connection with the implementation of SEC and stock exchange clawback policy requirements, our Board adopted a new compensation recovery policy that became effective in October 2023. The policy requires us to recover cash and equity compensation from an executive officer in the event we are required to restate our financial results due to material noncompliance with financial reporting requirements effective for compensation received on or after October 2, 2023. Our prior compensation recovery policy, adopted in 2019, remains in effect for compensation received prior to October 2, 2023. •Appropriate Compensation Risk – We structure our executive compensation programs to minimize the risk of inappropriate risk-taking by our executives. •Pay-for-Performance Philosophy. Our Compensation Committee applies a pay-for-performance philosophy and structures a significant portion of our NEOs’ target total direct compensation to be variable, at risk and tied directly to our performance over the short- and long-term.

  75. Executive Summary

    ANNUAL PERFORMANCE BONUS PLAN. The Compensation Committee adopted the performance goals for our 2025 annual performance bonus plan in February 2025 and certified achievement in February 2026. Our CEO and our other executive officers received a payout of 90% of their target bonuses. The payout was the result of achieving 100% of our 2025 operational EBITDA financial target, as well as achieving some, but not all, of our strategic and operational goals set forth in the bonus plan for 2025. Consistent with prior years, the Compensation Committee assigned a significant weight to the operational EBITDA goal in 2025, which represented 70% of the target incentive bonus, with up to an additional 70% credit for outperformance above the target. Under the terms of our 2025 annual incentive bonus plan, 60% of each executive’s target incentive bonus earned for the 2025 calendar year was paid in the form of RSUs, with the remaining amount earned being paid in cash. The number of RSUs subject to the target awards was calculated by dividing a dollar value target by the closing price of our common stock on March 1, 2025, the date of grant for such awards. LONG-TERM EQUITY COMPENSATION. In 2025, over 70% of target compensation was long-term equity-based, half of which is subject to service-based vesting and half of which is subject to performance-based vesting. We believe the granting of long-term equity compensation promotes long-term decision-making, enhances retention and aligns compensation with stockholder interests because the value that may be realized from these equity awards is directly tied to our stock price performance over a multi-year period, during which time a NEO must continue to provide effective and satisfactory services to us for such equity awards to vest. The performance-based RSU awards granted to our NEOs in 2025 linked a portion of their equity-based awards to achievement of specific financial performance targets. Achievement of these awards is determined on a sliding scale based on specified achievement levels for the performance goals over a two-year performance period. Upon certification of the performance goal achievement level for the two-year performance period, one-half of the earned award vests and the remainder continues to be subject to service-based vesting through the third anniversary of the award’s grant date. The achievement percentage for awards granted in 2025 will be determined in February 2027. For changes made to the long-term equity compensation granted in 2026, see “Changes to Long-term Equity Compensation Structure for 2026.” The percentage of performance-based RSUs that have vested in the last 10 years, as a percentage of the target achievement, is as follows: 2025 SAY-ON-PAY VOTE. We conduct an advisory vote on executive compensation, or say-on-pay vote, on an annual basis. At our 2025 annual meeting of stockholders, approximately 86.9% of the votes cast on the say-on-pay proposal supported the proposal, which we believe indicates strong support for our executive compensation program as currently structured. Our Board and our Compensation Committee value the opinions of our stockholders, and we believe that it is important for our stockholders to have an opportunity to vote on this proposal annually, which is consistent with the frequency preferred by our stockholders who voted on the preferred frequency at our stockholder meeting in 2023. Our Compensation Committee’s decisions regarding compensation for 2025 reflected our say-on-pay vote result in 2024, which was supported by approximately 94.3% of the votes cast on the proposal. In addition to our annual advisory vote on executive compensation, we are committed to ongoing engagement with our stockholders on executive compensation and corporate governance issues. Our Compensation Committee has considered the results of the advisory vote in the context of our overall compensation philosophy, policies and decisions. Although the percentage of votes supporting the 2025 advisory say-on-pay vote was high, it was lower than in recent prior years. We sought to understand the reduction in support, including by offering to meet with all of our top 50 stockholders that we identified as voting against. The Compensation Committee did not make any decisions for 2026 compensation solely based on the 2025 advisory vote. However, it will continue to seek and monitor feedback from our stockholders on our executive compensation program and will consider such feedback in future compensation actions.

  76. OBJECTIVES OF OUR EXECUTIVE COMPENSATION PROGRAM

    OBJECTIVES OF OUR EXECUTIVE COMPENSATION PROGRAM Our executive compensation program emphasizes a total compensation philosophy, focused on pay-for-performance, inclusive of both cash and equity incentives, and a mix of long-term and annual compensation. We design our executive compensation programs to: •provide a competitive compensation package to attract and retain talented individuals to manage and operate all aspects of our business; •motivate our executives to achieve corporate and individual objectives that promote the growth and profitability of our business, as measured by objective goals; and •align the interests of our executive officers with those of our stockholders. To meet these objectives, in 2025, we provided fixed base salary, performance-based annual incentives, in both cash and RSUs, performance-based and service-based long-term equity incentive awards, broad-based employee benefits with limited perquisites, and responsible severance benefits. We do not have formal policies for allocating compensation between long-term and currently paid-out compensation, or between cash and non-cash compensation, but rather, the Compensation Committee makes determinations regarding the allocation of compensation based on the best interests of our company, with the goal of encouraging and rewarding performance. Aggregate equity incentive award target values for our executive officers, expressed in dollars, in 2025 were allocated 50% to service-based vesting awards and 50% to performance-based RSU awards to provide retentive value and reward achievement of our corporate strategic objectives.

  77. Use of Compensation Consultant

    Use of Compensation Consultant Since 2022, our Compensation Committee has engaged ClearBridge Compensation Group LLC (“ClearBridge”), a national executive compensation consulting firm, as its independent compensation consultant to assist the Compensation Committee with evaluating our executive and director compensation programs and to make recommendations to ensure that our compensation programs remain competitive in attracting and retaining talented executives, directors and employees. As part of its review in advance of our 2025 calendar year, in the fall of 2024, ClearBridge provided the Compensation Committee with the following services: •assisted the Compensation Committee with evaluating our executive and director compensation programs and made recommendations for our 2025 compensation programs to ensure that our programs remain competitive in attracting and retaining talented executives, directors and employees; •assisted the Compensation Committee in reviewing and developing an updated group of peer companies to use as a reference in making 2025 compensation decisions; •assisted with the further development of the Compensation Committee’s executive pay philosophy; •evaluated corporate governance best practices; •reviewed our equity incentive plan utilization; •prepared an analysis of our compensation practices with respect to base salaries, annual bonuses and long-term incentive grants against market practices; and •reviewed and provided recommendations on the compensation program for our non-employee directors. In the fall of 2025, ClearBridge performed a similar set of services for our Compensation Committee in making its 2026 compensation decisions. The Compensation Committee has the authority to hire and terminate its compensation consultant. We pay the cost for the consultant’s services. Representatives of the compensation consultant attend meetings of the Compensation Committee at the request of the Compensation Committee. The Chair of the Compensation Committee also communicates separately with the compensation consultant at his discretion. If and as requested by the Compensation Committee, the compensation consultant gathers information from management that it deems necessary to perform its duties to the Compensation Committee. In addition, as described above, members of our legal department also meet separately with the compensation consultant to convey information on proposals that management may make to the Compensation Committee. ClearBridge has not provided any other services to us related to executive compensation or non-executive director compensation. The Compensation Committee regularly reviews the performance and independence of its compensation consultant and of each individual employee of the consulting firm who directly provides services to us. The Compensation Committee annually considers whether the compensation consultant should continue to serve as its independent advisor. The Compensation Committee requested information from the compensation consultant about potential conflicts of interest, and in particular, considered the fact that ClearBridge has not provided other executive compensation services to us and that the individual representatives of ClearBridge who work directly with the Compensation Committee have no other business or personal relationships with us, our management or the Board. The Compensation Committee also considered ClearBridge’s policies on ethics, stock ownership and conflicts of interest, and the fact that the total revenue that ClearBridge received from us in 2025 did not constitute a material percentage of its gross revenues. As a result, the Compensation Committee concluded that there was no conflict of interest with respect to ClearBridge providing services to the Compensation Committee.

  78. Use of Compensation Consultant

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  79. Use of Peer Data

    Use of Peer Data Based on ClearBridge’s recommendations, our Compensation Committee used for 2025 compensation decisions an updated peer group that included 15 public companies in the satellite/communication, aerospace/defense and technology industries with revenues generally comparable to ours. The updated peer group for 2025 reflects the removal of EchoStar Corporation due to its merger with DISH Network Corporation. The selected peer companies were:

  80. Use of Peer Data

    | Peer Group Companies Used for 2025 Compensation Decisions | | | 8x8, Inc. (EGHT) | Kratos Defense & Security Solutions, Inc. (KTOS) | | AeroVironment, Inc. (AVAV) | Lumentum Holdings Inc. (LITE) | | Axon Enterprise, Inc. (AXON) | Mercury Systems, Inc. (MRCY) | | Bandwidth, Inc. (BAND) | Nutanix, Inc. (NTNX) | | Calix, Inc. (CALX) | Shenandoah Telecommunications Company (SHEN) | | Cogent Communications Holdings, Inc. (CCOI) | Tenable Holdings, Inc. (TENB) | | Commvault Systems, Inc. (CVLT) | Viasat, Inc. (VSAT) | | Hexcel Corporation (HXL) | |

  81. Use of Peer Data

    In the fall of 2025, ClearBridge reviewed and updated its recommendations for our peer group for 2026 compensation decisions. Based on ClearBridge’s recommendations, the Compensation Committee determined to keep the peer group the same as the 2025 peer group. Our Compensation Committee does not make decisions solely based on peer data but refers to peer data to help ensure that target compensation amounts selected by the Compensation Committee do not materially deviate from market practices and that target amounts provide fair compensation given individual and company performance. In particular, for 2025 compensation decisions, the Compensation Committee requested data from ClearBridge at the 25th percentile, median and 75th percentile of the peer group for base salary, target annual incentive bonus, aggregate target equity award grant value, and total target compensation. However, individual compensation decisions may deviate from peer data, as our Compensation Committee discussed the peer data and made the 2025 compensation decisions in the context of: •the differences in our executives’ responsibilities and tenure, as compared to the executives in our peer group, as title is not always determinative of the comparability of role from one organization to another; •the experiences, knowledge and business judgment of each executive; •corporate and individual performance, which includes setting target compensation opportunities after taking into account, in a subjective fashion, performance in the prior year, as well as the anticipated demands on the executive in the coming year; •the desire to maintain target pay opportunities and allocations between cash and equity at levels that were consistent with historical pay levels for each of our executives, given the responses to our past say-on-pay proposals; •the Compensation Committee’s desire to increase the base salaries of our NEOs from their fiscal 2024 levels in order to better align with market competitive data and reflect each executive officer’s responsibilities for 2025; and •internal pay equity, which we view from the perspective that (1) the target total compensation of our executive officers, other than our CEO, should be within two separate relatively narrow ranges, and (2) the target total compensation of our CEO should be meaningfully higher than that of our other officers, in each case, given the relative weight of their responsibilities and ability to impact our corporate performance.

  82. Reasons for Providing, and Manner of Structuring, the Key Compensation Elements in 2025

    | Element | Purpose | Key Characteristics | | Base Salary | Provides a fixed level of compensation for performing the essential day-to-day elements of the job; gives executives a degree of certainty in light of having a majority of their compensation at risk. | Fixed compensation that is reviewed annually and adjusted if and when appropriate; reflects each executive officer’s performance, experience, skills, level of responsibility, and the breadth, scope and complexity of the position as well as the competitive marketplace for executive talent specific to our industry. | | Annual Incentive Bonus Program | Motivates executive officers to achieve corporate and individual business goals, which we believe increase stockholder value, while providing flexibility to respond to opportunities and changing market conditions. | Annual incentive award based on corporate and individual performance compared to pre-established goals, with a portion of the target award paid in the form of RSUs subject to vesting based on attainment of performance goals and continued service through vesting date. Corporate goals focus on overarching objectives for the organization, while individual objectives represent key performance expectations at the departmental or individual level. Corporate goals were derived from our Board-approved operating plan for 2025 and aligned with our business strategy and weighted by relative importance in 2025 so that achievement can be objectively measured. | | Long-Term Equity Incentives (RSUs) | Motivates executive officers to achieve our business objectives by tying compensation to the performance of our common stock over the long term and, with respect to performance-based RSUs, the achievement of key performance goals selected by our Compensation Committee. | Performance-based RSU awards vesting based upon achievement of specified corporate financial goals measured over a two-year period, with one-half of any earned shares vesting upon certification of achievement and the remainder continuing to be subject to service-based vesting through the third anniversary of the award’s grant date. Service-based RSU awards vesting over three years based on continued service. The ultimate value realized varies with the price of our common stock. In determining the aggregate size of equity grants in any given year, the Compensation Committee considers the factors described above under “Base Salaries” as well as data from our peer group and performance of the individual executive. | | Other Compensation | Provides benefits that promote employee health and welfare, which assists in attracting and retaining our executive officers. | Indirect compensation element consisting of programs such as medical, vision, dental, life and accidental death and disability insurance, as well as a 401(k) plan with a company matching contribution and other plans and programs made available to eligible employees, such as financial counseling and tax preparation services and executive physicals and concierge medical services. |

  83. 2025 ANNUAL INCENTIVE BONUS

    2025 ANNUAL INCENTIVE BONUS Target Bonus Opportunities. In February 2025, the Compensation Committee approved our 2025 annual incentive bonus plan, our 2025 bonus plan, and a target incentive bonus award opportunity for each executive officer. The Compensation Committee also set minimum, target and stretch goals that could result in achievement from 0% to 190% of the target bonus opportunity, which amount could then be decreased or increased by the Compensation Committee based on an individual performance factor ranging from 0% to 150%, subject to a maximum award equal to 200% of the overall target level. The Compensation Committee had the discretion to increase or reduce the amount of any bonus award payable to any participant in the 2025 bonus plan. Based on the Compensation Committee’s review of competitive market data and internal pay equity, and consistent with our philosophy that a significant portion of each executive’s total target compensation should be performance-based, the target bonus opportunities (expressed as a percentage of annual base salary) for 2025 for the CEO and the other NEOs (other than Mr. O’Neill) were set at the same levels as 2024. Mr. O’Neill’s target increased in connection with his promotion to Chief Financial Officer.

  84. 2025 ANNUAL INCENTIVE BONUS

    | Name | 2025 Target Bonus Opportunity ($)(1) | 2025 Target Bonus Opportunity (% of salary) | | Matthew J. Desch | 1,047,509 | 100% | | Vincent J. O’Neill | 267,525 | 65% | | Suzanne E. McBride | 395,822 | 80% | | Kathleen A. Morgan | 278,015 | 65% | | Scott T. Scheimreif | 268,022 | 65% |

  85. 2025 ANNUAL INCENTIVE BONUS

    1.Derived from actual salary paid as reflected in our 2025 Summary Compensation Table multiplied by the target bonus opportunity. 2025 Bonus Plan Structure and Goals. As adopted, the 2025 bonus plan contained both goals to judge performance and methodology for calculating actual bonuses paid, as follows: •The dollar value of the actual bonus award for each executive under the 2025 bonus plan was to be calculated by multiplying the executive’s target bonus opportunity (as adjusted based on actual salary earned) by a corporate performance factor determined by the Compensation Committee, which could range from 0% to 190% based on the level of achievement of the corporate performance goals discussed below.

  86. 2025 ANNUAL INCENTIVE BONUS

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  87. 2025 ANNUAL INCENTIVE BONUS

    •The corporate performance factor would equal the sum of the level of achievement of one financial, several strategic and several operational performance goals. •The resulting amount could then be reduced or increased by the Compensation Committee based on an individual performance factor ranging from 0% to 150% (the final amount, representing the product of (x) the executive’s target bonus opportunity, (y) the corporate performance factor, and (z) the individual performance factor, being the “Actual Bonus Award”), subject to a maximum Actual Bonus Award equal to 200% of the target level. •Sixty percent of each executive’s target bonus opportunity was granted in the form of RSUs, or the Bonus RSUs, that were eligible to vest on March 9, 2026, upon the Compensation Committee certifying achievement of the performance goals in February 2026. The number of Bonus RSUs was calculated by dividing the target dollar amount by the closing price of the Company’s common stock on March 1, 2025, the date of grant of the Bonus RSUs. •To the extent the Actual Bonus Award calculated according to the methodology above would exceed the dollar value of the Bonus RSUs on the date of grant, the excess amount would be paid to the executive in cash. •To the extent the Actual Bonus Award calculated according to the methodology above would be less than the dollar value of the Bonus RSUs on the date of grant, the excess Bonus RSUs that did not vest would be forfeited by the executive. •To be eligible for a bonus under the 2025 bonus plan, executives are required to remain employed by or in service to us through the vesting date of the Bonus RSUs and the date of any cash payment, except in the case of death, disability, qualifying retirement or as otherwise provided in an executive’s employment agreement in connection with a termination of employment. 2025 Corporate Performance Goals. There were three categories of corporate goals for 2025: •Operational EBITDA: an operational EBITDA target of $495.0 million, weighted at 70%, with a potential stretch payout for performance above the target level, with a maximum additional payout of 70% for performance at or above 105.1% of the target, and a potential lesser payout for performance below target level, with zero payout below 94.9% of the target. •Strategic Goals: (i) Iridium NTN Direct – a 10% target weighting for meeting certain milestones in the development of our Iridium NTN Direct service; (ii) PNT services – a 10% target weighting for delivering on PNT service revenue targets that enabled 2026 budget growth; (iii) Large customer renewal – a stretch payout of up to an additional 5% for securing a threshold renewal rate for a large customer; and (iv) PNT services stretch – a stretch goal of up to 10% for PNT services growth in excess of the target. •Network and Quality Metrics: Service availability – a 10% target weighting for exceeding specified levels of service availability, with a potential stretch payout of up to an additional 5% for having no more than a specified number, type and duration of outages in 2025. At the time the Compensation Committee set our goals for 2025, the Compensation Committee believed that each of the 2025 bonus plan goals was achievable at the target level, but only with significant effort. Our operational EBITDA target for 2025 was the midpoint of our 2025 OEBITDA guidance publicly announced in February 2025. Other targets represented the achievement of significant new product and service milestones, as well as a high level of service availability. •For 2025, the corporate performance factor was the sum of the achievement levels of the corporate goals described above, and the target, maximum and actual performance weightings are summarized in the following table:

  88. 2025 ANNUAL INCENTIVE BONUS

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  89. 2025 ANNUAL INCENTIVE BONUS

    | Performance Goal | Target Performance Weighting (%) | Potential Excess Achievement (%) | Actual Weighted Achievement (%) | | Operational EBITDA (1) | 70% | 0% to 70% on a sliding scale | 70% | | Strategic Goals | 20% | 0% to 15% | 10% | | Network and Quality Metrics | 10% | 0% to 5% | 10% | | Total (2) | 100% | 90% | 90% |

  90. 2025 ANNUAL INCENTIVE BONUS

    1.“Operational EBITDA” or “OEBITDA” is defined to equal the OEBITDA we report as full-year performance, as determined by the Compensation Committee. OEBITDA is defined as earnings before interest, income taxes, depreciation and amortization, income (loss) on equity method investments, net, share-based compensation expenses and transaction related expenses. We consider the loss on early extinguishment of debt to be financing-related costs associated with interest expense or amortization of financing fees, which by definition are excluded from OEBITDA. 2.Our 2025 bonus plan specified that payouts would be rounded to the closest payout percentage integer. Performance and Bonus Payouts under 2025 Bonus Plan. In 2025, our performance against our corporate goals resulted in an aggregate corporate performance factor under our 2025 bonus plan of 90%, calculated as follows: •We achieved operational EBITDA of $495.3 million, which was 100% of our operational EBITDA target, yielding 70% credit under the 2025 bonus plan (for achieving target); •With respect to our strategic goals, we achieved the target goal with respect to service launch, resulting in 10% credit under our strategic goals for 2025; and •With respect to our network and quality metrics, we achieved 50% of the target goal related to service availability and the stretch goal related to outages described above, resulting in a combined 10% credit under our network and quality metrics for 2025. In the first quarter of 2026, our CEO shared his evaluations of the individual performance of each of our other NEOs with the Compensation Committee. Based upon our CEO’s recommendations, the Compensation Committee’s own observations and, with respect to our CEO, based solely upon the Compensation Committee’s review of our CEO’s performance, the Compensation Committee concluded that each executive would receive an individual performance factor of 100%. As a result, the Bonus RSUs vested in full, and executives received the remainder of their earned bonuses in cash, as follows:

  91. 2025 ANNUAL INCENTIVE BONUS

    | Name | Actual Target Bonus Level ($)(1) | 60% of Target Bonus Payable in RSUs ($)(2) | RSUs Granted with Fair Value(3) Equal to 60% of Target Bonus (#) | Corporate Performance (%) | Individual Performance (%) | RSUs Vested (#) | Cash Bonus Paid ($)(4) | Actual Bonus Earned ($)(5) | | Matthew J. Desch | 1,047,509 | 612,138 | 19,396 | 90 | 100 | 19,396 | 330,620 | 942,758 | | Vincent J. O’Neill | 267,525 | 159,883 | 5,066 | 90 | 100 | 5,066 | 80,890 | 240,773 | | Suzanne E. McBride | 395,822 | 231,303 | 7,329 | 90 | 100 | 7,329 | 124,937 | 356,240 | | Kathleen A. Morgan | 278,015 | 153,350 | 4,859 | 90 | 100 | 4,859 | 96,864 | 250,214 | | Scott T. Scheimreif | 268,022 | 156,632 | 4,963 | 90 | 100 | 4,963 | 84,588 | 241,220 |

  92. 2025 ANNUAL INCENTIVE BONUS

    1.Derived from actual salary paid as reflected in our 2025 Summary Compensation Table multiplied by the applicable target bonus opportunity. 2.Represents fair value of shares granted, which was derived from base salary as of March 1, 2025, the date of grant of the Bonus RSUs, using a 260-workday year. 3.Based on the closing price of our common stock of $31.56 per share on March 1, 2025, the date of grant of the Bonus RSUs, with amount rounded down to the nearest whole share.

  93. 2025 ANNUAL INCENTIVE BONUS

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  94. 2025 ANNUAL INCENTIVE BONUS

    4.Reflects 90% of actual target bonus less the grant date fair value of the Bonus RSUs. 5.Equal to cash bonus paid plus the grant date fair value of the Bonus RSUs. Because each NEO earned an actual bonus equal to 90% of the executive’s target bonus for the 2025 performance year, all of the Bonus RSUs granted to each NEO in March 2025 pursuant to the 2025 bonus plan vested in full in March 2026, and the full number of shares of common stock underlying the Bonus RSUs (representing 60% of the target bonus) were issued to the NEOs, net of any shares withheld for the required payment of withholding taxes. The remaining 30% of each NEO’s bonus was paid in cash in March 2026. 2026 Bonus Plan Structure. In February 2026, our Compensation Committee adopted a bonus plan for 2026, or the 2026 bonus plan, for our executive officers. The Compensation Committee approved a target incentive bonus award opportunity for each executive, defined a minimum bonus award as zero, capped the maximum corporate payout at 190% and capped the maximum bonus award payable at 200% of the overall target level, after taking into account an individual performance factor ranging from 0 to 150%. Under the 2026 bonus plan, each executive officer’s bonus will be paid fully in cash, if at all, based upon our corporate performance and each executive officer’s individual performance as set forth under our 2026 bonus plan as certified by our Compensation Committee in the first quarter of 2027, subject to each executive’s continued service with us through March 2027, except in the case of death, disability or a qualifying retirement.

  95. LONG-TERM EQUITY-BASED INCENTIVE COMPENSATION

    LONG-TERM EQUITY-BASED INCENTIVE COMPENSATION In 2025, we awarded equity in the form of service-based RSUs that vest based on continued service over several years and performance-based RSUs that vest based on the achievement of specified corporate goals as well as continued service. The service-based RSUs granted in 2025 vest over a three-year period. In awarding performance-based RSUs, which have been an element of our executive compensation program since 2012, the Compensation Committee seeks to (1) focus key employees on achieving specific performance targets, (2) reinforce a team-oriented approach, (3) provide significant award potential for achieving outstanding performance, and (4) enhance our ability to attract and retain highly talented individuals. The Compensation Committee grants awards to designated key employees, including each of our NEOs, with each award representing a specified maximum number of shares of common stock that may ultimately be earned under each award. The maximum award is calculated by reference to the target award dollar value, which is then converted into a number of shares underlying the RSUs based on the closing price of our common stock on the date of grant. The number of shares ultimately earned and vested under the award is determined based on achievement of performance goals over a two-year performance period, with one-half of any earned shares vesting upon certification of achievement and the remainder continuing to be subject to service-based vesting through the third anniversary of the award’s grant date. The Compensation Committee sets the performance goals to be achievable, but only with significant effort by our executive officers. In 2026, the Compensation Committee approved a change to our long-term equity-based compensation program intended to better align executive’s compensation with long-term stockholder value creation during a period of significant industry uncertainty. See “Changes to Long-term Equity Compensation Structure for 2026” below for additional information. The Compensation Committee determined an aggregate target award size for each executive in 2025 based principally on (1) the peer data provided by ClearBridge, (2) our internal equity budget for grants for 2025, (3) internal pay equity and individual performance, (4) the recommendations of our CEO and (5) retention of individual executives. In determining these aggregate target award sizes, the Compensation Committee also took into consideration the significant achievements of the executive team during 2024, which included, among other things, (1) generating record total revenue of $830.7 million, a 5% year-over-year increase, and operational EBITDA of $470.6 million, a 2% year-over-year increase, (2) ending the year with 2,460,000 worldwide subscribers, an 8% year-over-year increase, which was driven by growth in commercial IoT, (3) return of capital to stockholders, including the repurchase of $403.8 million of our common stock and payment of $64.7 million in dividends during 2024, and (4) the acquisition and integration of Satelles, Inc. Based on the recommendations of ClearBridge, the Compensation Committee allocated 50% of the target dollar value of each award in the form of RSUs subject to a service-based three-year vesting schedule, and 50% in the form of performance-based RSUs. The Compensation Committee determined that this mix of service-based and performance-based RSUs for 2025 was appropriate to promote our retention, motivation and stockholder alignment goals. 2025 Service-Based RSU Grants. As described above, the Compensation Committee approved the March 1, 2025 grant of RSUs to each of our executive officers that would be subject to vesting based on continued service over three years, with 34% vesting on March 1, 2026, and the remainder vesting thereafter in eight equal quarterly installments. The vesting of these awards is accelerated in the event of death, disability or a qualified retirement under our “sum of 70” program, which is described below under “Compensation Discussion and Analysis—Other Executive Compensation Matters—Sum of 70 Retirement and Benefits

  96. LONG-TERM EQUITY-BASED INCENTIVE COMPENSATION

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  97. LONG-TERM EQUITY-BASED INCENTIVE COMPENSATION

    Upon Death or Disability.” The number of RSUs granted was equal to the grant value divided by $31.56, the closing price of our common stock on March 1, 2025, the date of grant of the RSUs, rounded down to the nearest whole share. The service-based RSUs granted to our NEOs in 2025 were as follows:

  98. LONG-TERM EQUITY-BASED INCENTIVE COMPENSATION

    | Name | Target Grant Value ($) | RSUs (#) | | Matthew J. Desch | 3,500,000 | 110,899 | | Vincent J. O’Neill | 750,000 | 23,764 | | Suzanne E. McBride | 1,500,000 | 47,528 | | Kathleen A. Morgan | 750,000 | 23,764 | | Scott T. Scheimreif | 750,000 | 23,764 |

  99. LONG-TERM EQUITY-BASED INCENTIVE COMPENSATION

    2025 Performance-Based RSU Grants. In addition, as described above, the Compensation Committee approved target performance-based share awards for our executive officers. The number of RSUs subject to the target performance-based share awards was equal to the target grant value divided by $31.56, the closing price of our common stock on March 1, 2025, the date of grant of the performance-based share awards, rounded down to the nearest whole share. The performance-based RSUs granted to our NEOs in 2025 were as follows:

  100. LONG-TERM EQUITY-BASED INCENTIVE COMPENSATION

    | Name | Target Grant Value ($) | Target RSUs (#) | | Matthew J. Desch | 3,500,000 | 110,899 | | Vincent J. O’Neill | 750,000 | 23,764 | | Suzanne E. McBride | 1,500,000 | 47,528 | | Kathleen A. Morgan | 750,000 | 23,764 | | Scott T. Scheimreif | 750,000 | 23,764 |

  101. LONG-TERM EQUITY-BASED INCENTIVE COMPENSATION

    The actual awards to be earned by each executive will be determined based on the achievement of two performance goals: (1) our total service revenue in 2026 and (2) our cumulative OEBITDA over the two-year period ending December 31, 2026. The two goals will be weighted equally and determined independently. For purposes of calculating achievement, total service revenue will be calculated in accordance with generally accepted accounting principles in the United States, or GAAP, but as in prior years the goal will exclude revenue contributions from our Russian subsidiaries, due to the continued uncertainties surrounding the war between Russia and Ukraine. The calculation of OEBITDA for these purposes will exclude the impact from our Russian operations. We selected these performance goals because we believe they are representative measures of value creation for our stockholders over the longer term. OEBITDA was added as a second metric in 2024 in order to incentivize profitable growth in addition to top-line service revenue growth. While OEBITDA is a meaningful component of our annual bonus plan, we believe that including it as part of our long-term incentive program and measuring performance over a multi-year period is important to driving long-term, sustainable OEBITDA growth. The number of shares earned under each award will be based on the achievement of threshold, target or maximum levels for each performance goal, as set forth in the table below. The specific threshold, target and maximum levels for each performance goal are not disclosed now because we believe providing such information prior to the completion of the performance period would be competitively harmful. We will disclose the specific performance targets along with performance achievement after the performance period has ended and the awards are earned.

  102. LONG-TERM EQUITY-BASED INCENTIVE COMPENSATION

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  103. LONG-TERM EQUITY-BASED INCENTIVE COMPENSATION

    | | Percentage of Shares Eligible to Vest Based On | | | Achievement Level (1) | Adjusted Service Revenue Result (50%) | Adjusted Cumulative OEBITDA Result (50%) | | Threshold | 0% | 0% | | Target | 100% | 100% | | Maximum | 200% | 200% |

  104. LONG-TERM EQUITY-BASED INCENTIVE COMPENSATION

    1.If the threshold achievement level is not achieved for either performance goal, then no corresponding shares will be earned for that goal. If performance falls between the threshold and target levels or between the target and maximum levels for either performance goal, then linear interpolation will be used to determine the payout percentage for that goal. The number of shares earned under the performance-based RSU awards will be determined in the first quarter of 2027, when the Compensation Committee will certify the level of achievement of the performance goals for the two-year performance period ending December 31, 2026. Once the number of shares earned under each award is determined by certification of the performance goals, one-half of the shares earned will vest upon such determination and the remainder will be subject to service-based vesting through March 1, 2028, subject to continued service. If a change in control were to occur before the date the Compensation Committee determines our level of achievement of the performance goals, then, effective as of immediately prior to the change in control, each executive officer will be credited with an award at the target level, subject to the same service-based vesting schedule, with one-half vesting on March 1, 2027 and the remainder vesting on March 1, 2028. Performance-based RSU awards are accelerated in the event of death, disability or a qualified retirement under our “sum of 70” program, which is described below under “Compensation Discussion and Analysis—Other Executive Compensation Matters—Sum of 70 Retirement and Benefits Upon Death or Disability.” The service-based RSUs granted to our NEOs and other employees in 2025 and the performance-based RSUs granted to our NEOs in 2025 include dividend equivalent rights with respect to vested shares, which allow for a cash payment upon vesting of the RSU award equal to the amount that would have been paid in dividends during the vesting period had the shares underlying the RSU award been outstanding on the dividend payment dates (without payment of any interest). For clarity, with respect to the performance-based RSUs, no dividend equivalents will be paid in cash if the underlying shares do not vest.

  105. Payout for 2024 Performance-based RSU Grants

    Payout for 2024 Performance-based RSU Grants On March 1, 2024, we granted performance-based RSUs to our NEOs with a two-year performance period that ended December 31, 2025. Payout of the awards required achievement of a specified (1) total 2025 service revenue calculated in accordance with GAAP, excluding contributions from our Russian subsidiaries and (2) cumulative OEBITDA over the two-year period ending December 31, 2025, excluding the impact from our Russian operations. The two goals were weighted equally and determined independently. The threshold, target and maximum levels of achievement for the performance goals corresponded to 0%, 100% and 200% of the target number of RSUs eligible to be earned, respectively. Actual achievement of the performance goals, as certified by the Compensation Committee in February 2026, was 37% for 2025 service revenue and 126% for cumulative OEBITDA, resulting in each NEO earning 81.4% of number of shares underlying the 2024 performance-based RSU awards. Of the shares earned, one-half vested on certification in February 2026, and the remainder will be subject to service-based vesting through March 1, 2027.

  106. Changes to Long-Term Incentive Compensation Structure for 2026

    Changes to Long-Term Incentive Compensation Structure for 2026 In 2026, the Compensation Committee approved changes to the Company’s long-term equity-based compensation program intended to better align executive compensation with long-term stockholder value creation during a period of significant industry change and uncertainty. Under the prior structure, equity awards consisted of 50% performance-based RSUs with a two-year performance period (one-half vesting upon certification of performance and the remainder vesting on the third anniversary of grant), and 50% service-based RSUs vesting over a three-year period. For 2026, the Compensation Committee determined that 100% of equity awards will be granted in the form of service-based RSUs that vest ratably over five years. Target equity award values for NEOs were determined independently by the Committee considering factors such as role expansion, internal equity, and market competitiveness and were not increased due to the decision to the change to all service-based RSUs. The Committee considered the following factors in making this change: •Incentivizing longer-term strategic focus: Recent developments in the mobile satellite services industry, including new entrants and the development of direct-to-device services, have caused us to focus on four key areas we believe will

  107. Changes to Long-Term Incentive Compensation Structure for 2026

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  108. Changes to Long-Term Incentive Compensation Structure for 2026

    further differentiate us and drive long-term growth and stockholder value: narrowband IoT expansion, PNT, national security missions for the U.S. government and aviation safety and services. The Compensation Committee believes a change to a five-year service-based vesting period for all equity awards will incentivize executives to focus on these long-term strategic areas, driving stockholder value. •Strengthening alignment with stockholders: Under the revised structure, the value of all long-term equity is tied solely to stock price performance and remains entirely at risk, further aligning management’s interest with those of stockholders. •Elimination of multi-year goal-setting challenges: Performance goals that are unreasonably difficult to achieve or insufficiently challenging do not appropriately incentivize management. The Compensation Committee believes that uncertainty in the industry makes it increasingly more difficult to establish multi-year financial performance goals with sufficient certainty to strike the right balance of incentivizing exceptional performance without being too difficult to achieve. •Ongoing performance-based cash compensation: The Company’s annual, performance-based bonuses will continue to motivate our executives to achieve corporate and individual objectives that promote the growth and profitability of our business, as measured by financial and objective goals. •Enhancing retention and leadership stability: The change strengthens retention in a period of transformation by extending all equity awards to a five-year vest, such that portions of equity compensation are delayed and received in later years than under the prior program. •Simplification and transparency: The revised structure eliminates the complexity of performance-based awards, making the program more transparent to executives and stockholders.

  109. EQUITY COMPENSATION GRANT PRACTICES

    EQUITY COMPENSATION GRANT PRACTICES As a general matter, the Compensation Committee makes compensatory equity grants no more frequently than quarterly on March 1, June 1, September 1 and December 1 of each year. As deemed necessary to meet business needs, the Compensation Committee or the Board may grant equity awards outside of these regularly scheduled dates. The Compensation Committee followed this schedule in 2025 and made the March 1, 2025 equity grants described above to each of our NEOs. We have not granted stock options, stock appreciation rights, or similar instruments to a director or employee since 2019. In some limited instances, we grant cash-settled stock appreciation rights outside of our 2015 Plan to international contractors. The Compensation Committee has typically determined to grant these awards on October 1 of each year, and the timing of these awards has no relation to the timing of disclosure of material nonpublic information. Beginning in 2025, the Compensation Committee delegated authority to grant these stock appreciation rights to our equity grant committee, consisting of our CEO, chief financial officer and chief legal officer, and that committee is expected to follow our historic grant practice with respect to the timing of grants to contractors.

  110. CHANGE IN CONTROL AND SEVERANCE BENEFITS

    CHANGE IN CONTROL AND SEVERANCE BENEFITS In February 2026, the Compensation Committee adopted an Executive Severance Plan (the “Severance Plan”), under which the NEOs will be eligible to receive severance payments and benefits in connection with certain qualifying terminations of their employment with the Company, including in connection with a change in control of the Company. Participation in the Severance Plan requires that the participant sign a participation agreement, upon which severance benefits under the Severance Plan will supersede and replace severance benefits under the executives’ employment agreements, but will not supersede any retirement, death or disability benefits therein, or any restrictive covenants or other provisions of such employment agreements. All of the NEOs have signed participation agreements. The Severance Plan is discussed more fully under “—Severance and Change in Control-Related Benefits—Severance Plan.” The Compensation Committee regularly reviews our executive employment agreements, including for competitiveness with market practices. In connection with the adoption of the Severance Plan, ClearBridge reviewed severance provisions applicable to the NEOs against peer company practices and found that in a change-in-control scenario, the Company’s severance practices were less favorable than peer practices. The Compensation Committee believes adoption of the Severance Plan brings the Company’s severance practices in line with peer practices and increases our ability to attract and retain executives. Under the terms of the employment agreements with each of our executive officers, either we or the executive may terminate the executive’s employment at any time. Each of our currently employed NEOs is eligible, under the terms of such executive’s employment agreement and Severance Plan, to receive, in exchange for a release of claims, severance benefits upon the termination of employment either by us without cause or by the executive for good reason, with additional severance benefits provided in the event the termination is in connection with a change in control. The terms and conditions of severance provisions are discussed more fully below under the heading “—Severance and Change in Control-Related Benefits.” We do not provide any excise tax gross-ups on change-in-control benefits. The Compensation Committee considers these severance benefits critical to attracting and retaining high-caliber executives. These benefits are also designed to enable our executives to maintain a balanced perspective in making business decisions during periods of uncertainty. The Compensation Committee believes that additional change-in-control severance benefits help ensure stability among our executive ranks, minimize distractions for an executive in connection with a corporate transaction and reduce the risk that an executive officer departs before a transaction is completed. Specifically, we believe that our arrangements allow our executive officers to focus on continuing normal business operations and, in the case of change-in-control benefits, on the success of a potential business combination, rather than worry about how business decisions that may be in our best interest will impact their own financial security.

  111. CHANGE IN CONTROL AND SEVERANCE BENEFITS

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  112. Summary Compensation Table

    Summary Compensation Table The following table shows the total compensation earned by the NEOs in 2025, 2024 and 2023.

  113. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Matthew J. Desch Chief Executive Officer | 2025 | 1,047,509 | 7,612,082 | 330,620 | 23,311 | 9,013,522 | | | 2024 | 1,020,694 | 7,594,319 | 559,065 | 23,154 | 9,197,232 | | | 2023 | 981,033 | 7,571,432 | 301,687 | 163,121 | 9,017,273 | | Vincent J. O’Neill Chief Financial Officer (5) | 2025 | 411,577 | 1,659,867 | 80,890 | 21,240 | 2,173,574 | | Suzanne E. McBride Chief Operations Officer | 2025 | 494,778 | 3,231,271 | 124,937 | 31,697 | 3,882,683 | | | 2024 | 479,885 | 2,720,300 | 213,516 | 43,603 | 3,457,304 | | | 2023 | 449,492 | 2,702,077 | 117,962 | 91,439 | 3,360,970 | | Kathleen A. Morgan Chief Legal Officer and Corporate Secretary (5) | 2025 | 427,715 | 1,653,334 | 96,864 | 23,987 | 2,201,900 | | Scott T. Scheimreif Executive Vice President, Government Programs | 2025 | 412,341 | 1,656,616 | 84,588 | 24,249 | 2,177,794 | | | 2024 | 399,027 | 1,647,748 | 145,337 | 26,701 | 2,218,813 | | | 2023 | 375,244 | 1,642,027 | 75,052 | 53,847 | 2,146,170 |

  114. Summary Compensation Table

    1.The amounts in this column reflect the actual salary earned in the applicable year. These may be greater than the annual base salaries approved by the Compensation Committee when the number of actual workdays in the year exceeds 260. 2.The amounts in this column reflect the aggregate grant date fair value of RSUs and performance-based RSUs (including Bonus RSUs) granted in the applicable year, computed in accordance with Financial Accounting Standards Board (“FASB”), Accounting Standards Codification Topic 718 for stock-based compensation transactions (“ASC 718”). Pursuant to SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions, and, for performance-based RSUs, the amounts represent the value based on the probable outcome of the performance conditions in accordance with FASB ASC 718. For the performance-based RSUs included in this column for 2025, the grant date fair values based on the target level of achievement, which was considered the probable outcome on the date of grant, were $4,112,110 for Mr. Desch, $909,875 for Mr. O’Neill, $1,731,287 for Ms. McBride, $903,342 for Ms. Morgan and $906,624 for Mr. Scheimreif. Assuming the highest level of achievement of all performance-based RSUs granted in 2025, the grant date values for performance-based RSUs would be $7,612,083 for Mr. Desch, $1,659,867 for Mr. O’Neill, $3,231,270 for Ms. McBride, $1,653,334 for Ms. Morgan and $1,656,616 for Mr. Scheimreif. Assumptions used in the calculation of these amounts are included in Note 11 to our consolidated financial statements included in our annual report on Form 10-K for the year ended December 31, 2025. A portion of the performance-based RSUs included in these amounts reflect the equity portion of the annual incentive plan, which was earned for a performance period that ended as of the end of the respective year but was paid during the first quarter of the following year. See “Compensation Discussion and Analysis—Executive Compensation Program—Reasons for Providing, and Manner of Structuring, the Key Compensation Elements in 2025—Annual Incentive Bonus Program”. 3.The amounts in this column reflect cash incentive bonuses earned during the respective year and paid during the first quarter of the following year. See “Compensation Discussion and Analysis—Executive Compensation Program—Reasons for Providing, and Manner of Structuring, the Key Compensation Elements in 2025—Annual Incentive Bonus Program”. 4.For 2025, consists of (i) 401(k) matching contributions of $17,500, (ii) life, accident and long-term disability insurance premiums paid on behalf of the executive officer, (iii) financial counseling and tax preparation services provided to executives, other than Mr. Desch (who is not eligible for such services) and Messrs. O’Neill and Scheimreif, and Ms. Morgan (who did not receive such services in 2025), (iv) executive medical services provided to executives other than Messrs. Desch and O’Neill, and Ms. McBride (who did not receive such services in 2025), and (v) related tax-assistance for certain of the executive medical services. 5.Mr. O’Neill and Ms. Morgan were not NEOs for 2024 or 2023, and as a result their compensation for those years has been omitted pursuant to applicable SEC rules and regulations.

  115. Summary Compensation Table

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  116. Grants of Plan-Based Awards for 2025

    Grants of Plan-Based Awards for 2025 The following table sets forth information relating to grants of plan-based incentive awards to the NEOs in 2025.

  117. Grants of Plan-Based Awards for 2025

    | Name | Grant Date | Grant Type | Approval Date | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards ($) | | Estimated Future Payouts Under Equity Incentive Plan Awards (#) | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock Awards ($) | | | | | | Target | Maximum | Target | Maximum | | | | Matthew J. Desch | 3/1/2025 | Performance RSU(1) | 2/6/2025 | | | 110,899 | 221,798 | | 3,499,972 | | | 3/1/2025 | 2025 Bonus Plan(2) | 2/6/2025 | 435,371 | 1,482,880 | 19,396 | | | 612,138 | | | 3/1/2025 | Service RSU(3) | 2/6/2025 | | | | | 110,899 | 3,499,972 | | Vincent J. O’Neill | 3/1/2025 | Performance RSU(1) | 2/6/2025 | | | 23,764 | 47,528 | | 749,992 | | | 3/1/2025 | 2025 Bonus Plan(2) | 2/6/2025 | 107,642 | 375,167 | 5,066 | | | 159,883 | | | 3/1/2025 | Service RSU(3) | 2/6/2025 | | | | | 23,764 | 749,992 | | Suzanne E. McBride | 3/1/2025 | Performance RSU(1) | 2/6/2025 | | | 47,528 | 95,056 | | 1,499,984 | | | 3/1/2025 | 2025 Bonus Plan(2) | 2/6/2025 | 164,520 | 560,343 | 7,329 | | | 231,303 | | | 3/1/2025 | Service RSU(3) | 2/6/2025 | | | | | 47,528 | 1,499,984 | | Kathleen A. Morgan | 3/1/2025 | Performance RSU(1) | 2/6/2025 | | | 23,764 | 47,528 | | 749,992 | | | 3/1/2025 | 2025 Bonus Plan(2) | 2/6/2025 | 124,665 | 402,680 | 4,859 | | | 153,350 | | | 3/1/2025 | Service RSU(3) | 2/6/2025 | | | | | 23,764 | 749,992 | | Scott T. Scheimreif | 3/1/2025 | Performance RSU(1) | 2/6/2025 | | | 23,764 | 47,528 | | 749,992 | | | 3/1/2025 | 2025 Bonus Plan(2) | 2/6/2025 | 111,390 | 379,412 | 4,963 | | | 156,632 | | | 3/1/2025 | Service RSU(3) | 2/6/2025 | | | | | 23,764 | 749,992 |

  118. Grants of Plan-Based Awards for 2025

    1.Performance RSU: Share amounts in this row represent target and maximum (200% of target) payouts for each NEO for grants made in 2025 under our 2025 performance-based RSU award program. Depending on achievement of performance goals, the 2025 performance-based RSU payout range is 0-200%. For more information, see “Compensation Discussion and Analysis—Executive Compensation Program—Reasons for Providing, and Manner of Structuring, the Key Compensation Elements in 2025—Long-Term Equity-Based Incentive Compensation—2025 Performance-Based RSU Grants.” 2.2025 Bonus Plan: As described above under “Compensation Discussion and Analysis—Executive Compensation Program—Reasons for Providing, and Manner of Structuring, the Key Compensation Elements in 2025—2025 Annual Incentive Bonus,” each executive could earn an annual bonus of up to 190% of target based on corporate performance and a maximum bonus award of 200% of such executive’s target bonus after also taking into account personal performance. Achievement of up to 60% of the target bonus was payable by the vesting of the RSUs included in this row under “Estimated Future Payouts under Equity Incentive Plan Awards.” Bonus awards in excess of 60% of target were payable in cash. There was no threshold amount of payout. Target amounts reported in this row under “Estimated Possible Payouts Under Non-Equity Incentive Plan Awards” represent 40% of the executive’s target bonus, which is the amount of cash that could be paid to the executive if the bonus were achieved at 100% of target. Maximum amounts reported in this row under “Estimated Possible Payouts Under Non-Equity Incentive Plan Awards” represent 140% of the executive’s target bonus, which was the maximum possible amount of cash that could be paid to the executive under the annual bonus plan. As described above for 2025, each executive earned 90% of such executive’s target bonus amount, as a result of which 100% of the shares reported under the “Target” column vested in March 2026 (representing 60% of target bonus), and the remainder (30% of target bonus) was paid in cash at that time. 3.Service-Based RSU: Share amounts in this row are subject to vesting based on continued service over three years, with 34% of the shares vesting on March 1, 2026, and the remainder scheduled to vest thereafter in eight equal quarterly installments subject to the executive’s continued employment with us on the applicable vesting date. The vesting of these awards may be accelerated in connection with a qualified retirement under our “sum of 70” program, described above under “Compensation Discussion and Analysis—Other Executive Compensation Matters—Sum of 70 Retirement and Benefits Upon Death or Disability.”

  119. Grants of Plan-Based Awards for 2025

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  120. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table sets forth the equity-based awards held by the NEOs that were outstanding on December 31, 2025.

  121. Outstanding Equity Awards at Fiscal Year-End

    | | Option Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date (1) | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | 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 ($)(2) | | Matthew J. Desch | | | | | 4,008(3) | 69,659 | | | | | | | | | 17,759(4) | 308,651 | | | | | | | | | 48,595(5) | 844,581 | | | | | | | | | 106,348(6) | 1,848,328 | | | | | | | | | 22,333(7) | 388,148 | | | | | | | | | 95,893(8) | 1,666,620 | | | | | | | | | | | 110,899(9) | 1,927,425 | | | | | | | 19,396(10) | 337,102 | | | | Vincent J. O’Neill | | | | | 319(3) | 5544 | | | | | | | | | 1,371(4) | 23,828 | | | | | | | | | 2,998(5) | 52,105 | | | | | | | | | 22,790(6) | 396,090 | | | | | | | | | 3,154(11) | 54,817 | | | | | | | | | | | 23,764(9) | 413,018 | | | | | | | 5,066(10) | 88,047 | | | | Suzanne E. McBride | 27,154 | — | 23.15 | 3/1/2029 | | | | | | | | | | | 2,004(3) | 34,830 | | | | | | | | | 6,343(4) | 110,241 | | | | | | | | | 17,356(5) | 301,647 | | | | | | | | | 47,528(6) | 826,037 | | | | | | | | | 8,392(7) | 145,853 | | | | | | | | | 34,247(8) | 595,213 | | | | | | | | | | | 47,528(9) | 826,037 | | | | | | | 7,329(10) | 127,378 | | | | Kathleen A. Morgan | | | | | 1,514(3) | 26,313 | | | | | | | | | 3,806(4) | 66,148 | | | | | | | | | 10,414(5) | 180,995 | | | | | | | | | 22,790(6) | 396,090 | | | | | | | | | 4,786(7) | 83,181 | | | | | | | | | 20,548(8) | 357,124 | | | | | | | | | | | 23,764(9) | 413,018 | | | | | | | 4,859(10) | 84,449 | | |

  122. Outstanding Equity Awards at Fiscal Year-End

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  123. Outstanding Equity Awards at Fiscal Year-End

    | | Option Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date (1) | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | 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 ($)(2) | | Scott T. Scheimreif | | | | | 1,002(3) | 17,415 | | | | | | | | | 3,806(4) | 66,148 | | | | | | | | | 10,414(5) | 180,995 | | | | | | | | | 22,732(6) | 395,082 | | | | | | | | | 4,772(7) | 82,937 | | | | | | | | | 20,548(8) | 537,124 | | | | | | | | | | | 23,764(9) | 413,018 | | | | | | | 4,963(10) | 86,257 | | |

  124. Outstanding Equity Awards at Fiscal Year-End

    1.The expiration date of each stock option is ten years from the date of grant. 2.The market value amount is calculated based on the closing price of our common stock of $17.38 on December 31, 2025. 3.These shares represent service-based RSUs granted on March 1, 2022, other than for Ms. Morgan, who was instead granted service-based RSUs on January 1, 2022 in connection with a promotion, with all service-based RSUs vesting 25% on the first anniversary of their grant date and the remaining 75% vesting in 12 equal quarterly installments thereafter, subject to the executive’s continued service as of each vesting date, or qualified retirement under our “sum of 70” program. 4.These shares represent service-based RSUs granted on March 1, 2023 vesting 25% on the first anniversary of their grant date and the remaining 75% vesting thereafter in 12 equal quarterly installments, subject to the executive’s continued service or qualified retirement under our “sum of 70” program. 5.These shares represent service-based RSUs granted on March 1, 2024 vesting 34% on the first anniversary of their grant date and the remaining 66% vesting thereafter in eight equal quarterly installments, subject to the executive’s continued service or qualified retirement under our “sum of 70” program. 6.These shares represent service-based RSUs granted on March 1, 2025 vesting 34% on the first anniversary of their grant date, and the remaining 66% vesting thereafter in eight equal quarterly installments, subject to the executive’s continued service or qualified retirement under our “sum of 70” program. 7.These shares represent performance-based RSUs granted in March 2023 with a performance period through December 31, 2024. In February 2025, the Compensation Committee determined the level of performance achievement, with one-half of the shares earned vesting upon determination, net of shares withheld to satisfy tax withholding obligations, and one-half vesting on March 1, 2026, subject to continued service through such date or qualified retirement under our “sum of 70” program. These RSUs represent the amount subject to continued service and vested in full on March 1, 2026. 8.These shares represent performance-based RSUs granted in March 2024, with a performance period through December 31, 2025. This amount represents 81.4% of the original grant, which the Compensation Committee determined in February 2026 to be the level of performance achievement, based on actual performance. One-half of the shares reported in the table vested upon such determination, and the vested shares were issued to the NEO on March 1, 2026, net of shares withheld to satisfy tax withholding obligations. The remainder will vest on March 1, 2027, subject to the executive’s continued service through such date or qualified retirement under our “sum of 70” program. 9.These shares represent performance-based RSUs granted in March 2025 as performance-based grants, with a performance period through December 31, 2026. The number of shares not yet earned is based on the target amount. Upon the Compensation Committee’s determination of the level of performance achievement, which is expected to occur in the first quarter of 2027, one-half of the earned awards, if any, will vest upon such determination, net of shares withheld to satisfy tax withholding obligations, and the remainder will vest in March 2028, subject to the executive’s continued service or qualified retirement under our “sum of 70” program. 10.These shares represent RSUs granted in March 2025 under the 2025 annual incentive bonus plan. The amount reported in the table is equal to 100% of the original grant amount. In February 2026, the Compensation Committee determined that the performance criteria for vesting had been achieved, as a result of which these RSUs vested in full on March 9, 2026, and the shares underlying the RSUs were issued to the NEO on that date, net of shares withheld to satisfy tax withholding obligations. 11.Mr. O’Neill was also granted service-based RSUs on June 1, 2024 in connection with a promotion. These shares represent service-based RSUs granted on June 1, 2024, 34% of which vest on the first anniversary of such grant date, and the remaining 66% vest in eight equal quarterly installments thereafter, subject to the executive’s continued service on each vesting date, or qualified retirement under our “sum of 70” program.

  125. Outstanding Equity Awards at Fiscal Year-End

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  126. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table provides certain information with respect to option exercises and RSU vesting for the NEOs during 2025.

  127. Option Exercises and Stock Vested

    | Name | Option Awards | | Stock Awards | | | | Number of shares acquired on exercise (#) | Value realized on exercise ($) | Number of shares acquired on vesting (#)(1) | Value realized on vesting ($)(2) | | Matthew J. Desch | — | — | 187,873 | 5,380,271 | | Vincent J. O’Neill | — | — | 14,003 | 362,492 | | Suzanne E. McBride | — | — | 78,963 | 2,303,605 | | Kathleen A. Morgan | — | — | 38,532 | 1,089,640 | | Scott T. Scheimreif | — | — | 43,960 | 1,264,903 |

  128. Option Exercises and Stock Vested

    1.For all NEOs other than Mr. O’Neill, consists of vesting of performance-based RSU grants made in 2022 and 2023. For all NEOs, consists of vesting of RSUs granted under our 2024 annual incentive bonus plan, and service-based RSUs granted between 2021 and 2024. For all NEOs other than Ms. McBride, includes amounts received in December 2025 equal to the value of the tax withholding obligation due because the NEO is retirement-eligible under the “sum of 70” retirement program. The amounts for tax withholding represent the aggregate number of shares prior to the concurrent disposition of the shares to the Company to satisfy the tax withholding obligation. 2.The value realized on vesting is equal to the closing price of our common stock on the vesting date multiplied by the number of shares vested on that date. Amounts do not represent the value that may be realized by the officer upon sale of the shares.

  129. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL The following table shows estimated payments that would be made to each NEO in the event of a termination of employment under various termination scenarios, assuming the applicable termination event, and where applicable the change in control, occurred on December 31, 2025. With respect to equity awards, the calculations are based on the closing price of our common stock of $17.38 per share on December 31, 2025.

  130. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | Name | Death ($) | Qualifying “Sum of 70” Retirement ($) | Termination for Good Reason or Without Cause – No Change in Control ($) | Termination for Good Reason or Without Cause – Change in Control ($) | | Matthew J. Desch | 8,137,057(1) | 7,721,135(2) | 9,315,190(3) | 9,696,021(4) | | Vincent J. O’Neill | 1,135,547(5) | 1,114,339(2) | 1,576,125(10) | 1,576,125(7) | | Suzanne E. McBride | 3,232,941(5) | — | 814,669(6) | 3,790,542(7) | | Kathleen A. Morgan | 1,787,288(5) | 1,704,201(2) | 2,194,920(10) | 2,276,519(7) | | Scott T. Scheimreif | 1,774,569(5) | 1,683,583(2) | 2,123,652(8) | 2,205,251(9) |

  131. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    1.Consists of (a) a pro rata bonus based on achievement (including immediate vesting of all underlying equity awards); (b) immediate vesting of all shares underlying performance-based RSUs granted in 2023 at certified achievement and 2024 and 2025 (at target level of achievement); and (c) immediate vesting of all outstanding non-performance equity awarded in 2023, 2024 and 2025. 2.Consists of (a) immediate vesting of the remaining portion of shares underlying performance-based RSUs granted in 2023 based on actual achievement, which was previously certified in the first quarter of 2025, (b) immediate vesting of all outstanding non-performance equity awarded in 2022, 2023, 2024 and 2025, (c) vesting of the 2024 and 2025 performance-based RSUs and (d) payment of the 2025 bonus. The payout of the performance-based awards and bonus would be dependent on actual performance and would not be paid until after certification of actual performance. For purposes of the table, the 2024 performance-based RSUs and bonus are reflected at actual performance levels, because performance has been determined, and the 2025 performance-based RSUs are reflected at target levels because performance has not been determined. Payments of certain of the accelerated awards under the sum of 70 program are subject to a six-month delay in compliance with Section 409A of the Internal Revenue Code. Mr O’Neill did not receive performance-based RSUs prior to 2025.

  132. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

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  133. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    3.Consists of (a) 18 months of base salary; (b) a pro rata bonus based on actual achievement; (c) continuation of health benefits for employee and eligible dependents for 12 months from separation, and (d) the amounts payable under a qualifying “sum of 70” retirement as specified in footnote (2) above except for the bonus. 4.Consists of (a) 18 months of base salary; (b) a pro rata bonus based on actual achievement; (c) continuation of health benefits for employee and eligible dependents for 12 months from separation; and (d) immediate vesting upon separation of all then-outstanding equity awards (including immediate vesting of all performance-based vesting equity awards at target level). 5.Consists of (a) immediate vesting of all shares underlying Bonus RSUs; (b) immediate vesting of all shares underlying performance-based RSUs granted in 2023 at certified achievement and 2024 and 2025 at target level of achievement; and (c) immediate vesting of all outstanding non-performance equity awarded in 2023, 2024 and 2025. 6.Consists of (a) 12 months of base salary; (b) a pro rata bonus at target level; and (c) continuation of health benefits for employee and eligible dependents for 12 months from separation. 7.Consists of (a) 12 months of base salary; (b) annual bonus at target level; (c) continuation of health benefits for employee and eligible dependents for 12 months from separation; and (d) immediate vesting upon separation of all then-outstanding equity awards (including immediate vesting of all performance-based equity awards at target level). 8.Consists of (a) 12 months of base salary; (b) a pro rata bonus based on actual achievement; and (c) continuation of health benefits for employee and eligible dependents for 12 months from separation, and (d) the amounts payable under a qualifying “sum of 70” retirement as specified in footnote (2) above except for the bonus. 9.Consists of (a) 12 months of base salary; (b) a bonus based on actual achievement as though the executive were employed for the full year in which the termination occurred (including immediate vesting of all underlying equity awards); (c) continuation of health benefits for employee and eligible dependents for 12 months from separation; and (d) immediate vesting upon separation of all then-outstanding equity awards (including immediate vesting of all performance-based equity awards at target level). 10.Consists of (a) 12 months of base salary; (b) a bonus based on target achievement as though the executive were employed for the full year in which the termination occurred (including immediate vesting of all underlying equity awards); (c) continuation of health benefits for employee and eligible dependents for 12 months from separation; and (d) immediate vesting upon separation of all then-outstanding equity awards (including immediate vesting of all performance-based equity awards at target level). CEO PAY RATIO Under the Dodd-Frank Act and related SEC rules, we are required to provide to our stockholders specified disclosure regarding the relationship of CEO total compensation to the total compensation of our median employee, referred to as “pay-ratio” disclosure. For fiscal 2025, the median of the annual total compensation of all employees of our company (other than the CEO) was $179,416 and the annual total compensation of the CEO, as reported in the Summary Compensation Table included in this Proxy Statement, was $9,013,578. Based on this information, the ratio of the annual total compensation of the CEO to the median of the annual total compensation of all employees was 50 to 1. Pursuant to applicable SEC rules, we may identify our median employee for purposes of providing the pay ratio disclosure once every three years and disclose total compensation for that employee each year; provided that, during the last completed fiscal year, there has been no change in the employee population or employee compensation arrangements that we reasonably believe would result in a significant change to our pay ratio disclosure. We have determined that there were no changes in our employee population or employee compensation arrangements in fiscal 2025 that would result in a significant change to our pay ratio disclosure and ultimately require us to identify a new median employee for fiscal 2025. As a result, the employee representing the median employee for our fiscal 2025 pay ratio calculation is the same employee selected for our fiscal 2023 pay ratio calculation. As reported in our 2024 Proxy Statement, to determine our total population of employees as of December 31, 2023, we included all full-time, part-time, seasonal and temporary employees, including employees of consolidated subsidiaries. We did not include any contractors or other non-employee workers in our employee population. To identify our median employee from our employee population as of December 31, 2023, we calculated the aggregate amount of each employee’s 2023 base salary (using the hours worked during 2023 for hourly employees (including overtime pay) and actual salary earned for our remaining employees), the cash amount of annual bonuses for 2023 performance, the grant date fair value of equity awards granted in 2023, our contributions to life, accident and long-term disability benefits for employees and the matching contributions we provide to employees under our 401(k) plan. In making this determination, we annualized the base salary and base wages (but excluded overtime pay) of employees who were employed by us for less than the entire fiscal year. Using this approach, we selected the employee at the median of our employee population, who was based in the United States.

  134. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

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  135. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    We calculated annual total compensation for this median employee to determine our pay ratio calculation for fiscal 2025 using the same methodology we use for our NEOs in the Summary Compensation Table. The pay ratio above represents our reasonable estimate calculated in a manner consistent with SEC rules and applicable guidance. The SEC rules and guidance provide significant flexibility in how companies identify the median employee, and each company may use a different methodology and make different assumptions particular to that company. As a result, and as explained by the SEC when it adopted these rules, in considering the pay ratio disclosure, stockholders should keep in mind that the rule was not designed to facilitate comparisons of pay ratios among different companies, even companies within the same industry, but rather to allow stockholders to better understand and assess each particular company’s compensation practices and pay ratio disclosures. PAY VERSUS PERFORMANCE The disclosure included in this section is prescribed by SEC rules and does not necessarily align with how we or the Compensation Committee view the link between our company’s performance and NEO pay. For additional information about our pay-for-performance philosophy and how we align executive compensation with company performance, refer to the “Compensation Discussion and Analysis—Executive Summary—Pay-for-Performance Philosophy” section of this Proxy Statement.

  136. Required Tabular Disclosure of Pay Versus Performance

    Required Tabular Disclosure of Pay Versus Performance The amounts set forth below under the headings “Compensation Actually Paid to PEO” and “Average Compensation Actually Paid to Non-PEO NEOs” have been calculated in a manner consistent with Item 402(v) of Regulation S-K. Use of the term “compensation actually paid,” or CAP, is required by the SEC’s rules and, as a result of the calculation methodology required by the SEC, such amounts differ from compensation actually received by the individuals and the compensation decisions described in the “Compensation Discussion and Analysis” section of this Proxy Statement.

  137. Required Tabular Disclosure of Pay Versus Performance

    | Year | Summary Compensation Table Total for PEO ($)(1) | Compensation Actually Paid to PEO ($)(1)(2) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(3) | Average Compensation Actually Paid to Non-PEO NEOs ($)(3)(4) | Value of Initial Fixed $100 Investment Based On Total Stockholder Return | | Net Income (Loss) ($) (in thousands) | OEBITDA ($)(6) (in thousands) | | | | | | | Total Stockholder Return ($) | Peer Group Total Stockholder Return ($)(5) | | | | 2025 | 9,013,578 | 2,766,214 | 2,609,008 | 1,095,989 | 44.19 | 107.40 | 114,372 | 495,330 | | 2024 | 9,197,232 | 5,581,564 | 2,901,846 | 1,666,670 | 117.78 | 119.33 | 112,776 | 470,576 | | 2023 | 9,017,273 | 4,933,670 | 2,820,261 | 1,570,369 | 167.05 | 107.36 | 15,415 | 463,095 | | 2022 | 6,982,984 | 11,449,349 | 2,689,351 | 4,437,963 | 208.60 | 95.61 | 8,722 | 423,999 | | 2021 | 5,402,931 | 7,716,751 | 2,156,616 | 3,084,021 | 167.57 | 127.87 | (9,319) | 378,207 |

  138. Required Tabular Disclosure of Pay Versus Performance

    1.Our principal executive officer (“PEO”) was Mr. Desch for all years presented. 2.For Mr. Desch, the following amounts were added to (subtracted from) the respective amounts reported in the Summary Compensation Table for each covered year: (1) the grant date fair value of stock awards granted during the year: 2025 - $(7,612,082); 2024 - $(7,594,319); 2023 - $(7,571,432); 2022 - $(5,514,317); 2021 - $(3,714,316); (2) the fair value as of the end of the year of awards granted during the year that remained outstanding and unvested as of the end of the year: 2025 - $4,112,855; 2024 - $7,277,636; 2023 - $4,505,538; 2022 - $8,917,283; 2021 - $4,447,511; (3) the change as of the end of the year (from the end of the prior year) in fair value of awards granted in a prior year that remained outstanding and unvested as of the end of the year: 2025 - $(2,195,164); 2024 - $(1,736,530); 2023 - $(1,799,127); 2022 – $1,122,570; 2021 - $1,359,162; (4) the vesting date fair value of shares granted and vested in the current year: 2025 - $77,549; 2024 - $142,603; (5) the change as of the vesting date (from the end of the prior year) in fair value of awards granted in a prior year for which all applicable vesting conditions were satisfied during the year: 2025 - $5,420; 2024 - $(1,705,058); 2023 - $781,418; 2022 - $(59,171); 2021 - $221,463; and (6) for awards granted in a prior year that failed to meet the applicable vesting conditions during the year, the fair value of such awards at the end of the prior year: 2025 - $(635,886); 2024 - $0; 2023 - $0; 2022 - $0; 2021 - $0. 3.For 2025 only, non-PEO NEOs consist of Messrs. O’Neill and Scheimreif and Mses. McBride and Morgan. For 2024, 2023 and 2022, non-PEO NEOs consist of Messrs. Fitzpatrick, Hartin and Scheimreif and Ms. McBride. For 2021 only, non-PEO NEOs also include our former Chief Legal Officer, Thomas Hickey.

  139. Required Tabular Disclosure of Pay Versus Performance

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  140. Required Tabular Disclosure of Pay Versus Performance

    4.For our non-PEO NEOs, the following amounts were added to (or subtracted from) the average of the respective amounts reported in the Summary Compensation Table for each covered year: (1) the average grant date fair value of stock awards granted during the year: 2025 - $(2,050,272); 2024 - $(2,201,352); 2023 - $(2,191,145); 2022 - $(2,043,700); 2021 - $(1,362,310); (2) the average fair value as of the end of the year of awards granted during the year that remained outstanding and unvested as of the end of the year: 2025 - $1,116,131; 2024 - $1,653,879; 2023 - $1,305,904; 2022 - $3,312,023; 2021 - $1,637,702; (3) the average change as of the end of the year (from the end of the prior year) in fair value of awards granted in a prior year that remained outstanding and unvested as of the end of the year: 2025 - $(459,181); 2024 - $(378,987); 2023 - $(689,549); 2022 – $489,681; 2021 - $577,304; (4) the vesting date fair value of shares granted and vested in the current year: 2025 - $12,311; 2024 - $496,668; (5) the average change as of the vesting date (from the end of the prior year) in fair value of awards granted in a prior year for which all applicable vesting conditions were satisfied during the year: 2025 - $(7,072); 2024 - $(805,385); 2023 - $324,897; 2022 - $(9,392); 2021 - $74,709; and (6) for awards granted in a prior year that failed to meet the applicable vesting conditions during the year, the average fair value of such awards at the end of the prior year: 2025 - $(124,917); 2024 - $0; 2023 - $0; 2022 - $0; 2021 - $0. 5.The peer group used in this disclosure is the Nasdaq Telecommunications Index, which is our peer group used for purposes of Item 201(e) of Regulation S-K. The peer group used by our Compensation Committee for 2025 compensation decisions is described in the “Compensation Discussion and Analysis” section of this Proxy Statement. 6.“Operational EBITDA” or “OEBITDA” is the financial performance measure from the tabular list of 2025 Most Important Measures shown below, which, in our company’s assessment, represents the most important financial performance measure used to link compensation actually paid to our NEOs for 2025 to our performance. OEBITDA is defined as earnings before interest, income taxes, depreciation and amortization, gain (loss) on equity method investments, transaction related expenses, and share-based compensation expenses. We consider the loss on early extinguishment of debt to be financing-related costs associated with interest expense or amortization of financing fees, which by definition are excluded from OEBITDA.

  141. Required Disclosure of the Relationship Between Compensation Actually Paid and Financial Performance Measures

    Required Disclosure of the Relationship Between Compensation Actually Paid and Financial Performance Measures As required by Item 402(v) of Regulation S-K, we are providing the following graphs to illustrate the relationship between the pay and performance figures that are included in the pay versus performance tabular disclosure above. In addition, the first graph below further illustrates the relationship between our total stockholder return and that of the Nasdaq Telecommunications Index. As noted above, “compensation actually paid” for purposes of the tabular disclosure and the following graphs were calculated in accordance with SEC rules and do not fully represent the actual final amount of compensation earned by or actually paid to our NEOs during the applicable years.

  142. Required Disclosure of the Relationship Between Compensation Actually Paid and Financial Performance Measures

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  143. Required Disclosure of the Relationship Between Compensation Actually Paid and Financial Performance Measures

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  144. Required Disclosure of the Relationship Between Compensation Actually Paid and Financial Performance Measures

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