Iridium Communications Inc. (NASDAQ:IRDM) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Iridium Communications Inc. (NASDAQ:IRDM) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

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Resignation of S. Scott Smith as Chief Operating Officer and Director

On January30, 2019, S. Scott Smith, the Chief Operating Officer of Iridium Communications Inc. (the “Registrant”), and a director of the Registrant, notified the Registrant’s Board of Directors of his decision to retire and to resign from those positions, effective as of March15, 2019. In connection with the appointment of Suzanne McBride as Chief Operations Officer of the Registrant, as described below, Mr.Smith will cease to serve as the principal operating officer of the Registrant as of February11, 2019. Mr.Smith will continue to serve as a consultant to the Registrant through March15, 2020. Mr.Smith will not receive cash compensation for consulting services provided to the Registrant, but such services will constitute “Continuous Service” under the Iridium Communications Inc. Amended and Restated 2015 Equity Incentive Plan (the “2015 Plan”) for purposes of continued vesting of Mr.Smith’s outstanding equity awards.

Appointment of Suzanne E. McBride as Chief Operations Officer

On February1, 2019, the Registrant’s Board of Directors appointed Suzanne E. McBride as the Registrant’s Chief Operations Officer, effective as of February11, 2019. Ms.McBride will become the principal operating officer of the Registrant on that date.

There is no arrangement or understanding between Ms.McBride and any other person to which she was appointed as an executive officer of the Registrant, and there is no family relationship between Ms.McBride and any of the Registrant’s directors or other executive officers. Ms.McBride, age 50, was employed by Iridium Satellite LLC, the Registrant’s primary operating subsidiary, in a series of positions with increasing responsibility from 2007 until June 2016, most recently serving as the Registrant’s Vice President, Program Management Office and Launch Services, a role in which she oversaw the launch program for the Iridium NEXT constellation. She has subsequently served as Chief Operating Officer of OneWeb, Ltd., a company that is building a new satellite constellation, from October 2018 to January 2019 and as its Senior Vice President from June 2016 to October 2018. Ms.McBride holds a Bachelor of Arts degree in Management Engineering from Claremont McKenna College, a Bachelor of Science degree in Industrial Engineering from Columbia University, a Masters Degree in Program Management from George Washington University and a Masters of Business Administration degree from the University of Tennessee.

The Registrant plans to enter into an employment agreement with Ms.McBride providing for an initial annual base salary of $410,000 per year, an annual bonus target equal to 60% of her base salary, and an annual cash bonus of $50,000 payable on each of March1, 2019, 2020 and 2021. In addition, on March1, 2019, she will receive an initial option grant having a Black-Scholes value of $800,000 under the 2015 Plan on that date, with an exercise price equal to the closing price on such date. She will also receive a grant of restricted stock units (“RSUs”) valued at $300,000 based on the closing price of the Registrant’s common stock on March1, 2019. Each of the foregoing grants will vest over a four-year period, with 25% vesting on March1, 2020, the first anniversary of the grant date, and the remainder vesting in equal quarterly installments over the subsequent three years. In addition, as of March1, 2019, Ms.McBride will participate with other executive officers of the Registrant and will receive a performance-based RSU grant, which will vest only if and when certain delineated performance criteria are met.

Item 5.02. Regulation FD Disclosure.

On February1, 2019, the Registrant issued a press release announcing the retirement of its current Chief Operating Officer and the hiring of Ms.McBride. The text of the press release is included as an exhibit to this Form 8-K. to the rules and regulations of the Securities and Exchange Commission, such exhibit and the information set forth therein and herein are deemed to be furnished and shall not be deemed to be filed.

Item 5.02. Financial Statements and Exhibits.

(d) Exhibits.

ExhibitNumber

Description

99.1 Press release dated February1, 2019

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Iridium Communications Inc. Exhibit
EX-99.1 2 d689844dex991.htm EX-99.1 EX-99.1 Exhibit 99.1     Press Contact:       Investor Contact: Jordan Hassin       Kenneth Levy Iridium Communications Inc.       Iridium Communications Inc. [email protected]       [email protected] +1 (646) 872-0067       +1 (703) 287-7570 Twitter: @Iridiumcomm       Twitter: @IridiumIR Iridium Welcomes New COO; Honors Retiring Predecessor MCLEAN,…
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About Iridium Communications Inc. (NASDAQ:IRDM)

Iridium Communications Inc. is a satellite communications company that offers mobile voice and data communications services. The Company utilizes mesh architecture to route traffic across its satellite constellation using radio frequency crosslinks between satellites. Its lines of business include land mobile, machine to machine, maritime, aviation and government. Its commercial services include postpaid mobile voice and data satellite communications services; prepaid mobile voice satellite communications services; broadband data services; machine-to-machine services; Iridium push-to-talk service, and other services. It provides services to businesses, the United States and foreign governments, non-governmental organizations and consumers. The Company sells its products and services to customers through a wholesale distribution network of approximately 75 service providers, approximately 200 value-added resellers and over 45 value-added manufacturers.

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