UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 2, 2015
Iridium Communications Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-33963 | 26-1344998 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
1750 Tysons Boulevard
Suite 1400
McLean, VA 22102
(703) 287-7400
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
| (e) | Performance Share Program |
The Compensation Committee of the Board of Directors (the “Committee”) of Iridium Communications Inc. (the “Company”) previously approved a Performance Share Program (the “Program”), which provides for the grant of restricted stock units (“Awards”) under the terms of the Company’s 2012 Equity Incentive Plan (the “2012 Plan”). The Program provides that the Performance Compensation Sub-Committee (the “Sub-Committee”) of the Committee may grant Awards (referred to as “Maximum Awards”) to designated key employees, with each such Maximum Award representing a specified maximum number of shares of common stock that may ultimately be earned by each such employee under the Award. The Maximum Award is calculated by reference to the target award value (the “Target Award”). The Program contemplates that the Sub-Committee may establish criteria for determining the number of shares ultimately awarded (the “Actual Awards”), including (a) one or more performance goals of the type enumerated in the 2012 Plan that are calculated in a manner that would allow for deductibility under Section 162(m) of the Internal Revenue Code (“162(m) Performance Goals”), the satisfaction of which is a condition to some or all of the Maximum Award being earned, (b) other performance goals that may or may not be of the type specifically enumerated in the 2012 Plan which may form the basis for a determination by the Sub-Committee to reduce the Maximum Award to the participant (“Other Performance Goals”), and (c) the performance period over which attainment of the 162(m) Performance Goals and Other Performance Goals is determined (the “Performance Period”). The Program also contemplates that the Sub-Committee may establish a vesting period over which the respective key employee must remain employed by the Company following the Performance Period in order to earn the shares underlying his or her Actual Award.
On March 2, 2015, the Sub-Committee approved Awards under the Program to the Company’s principal executive officer, principal financial officer and other named executive officers, designated a 162(m) Performance Goal, an Other Performance Goal and a Performance Period related to such Awards and specified a vesting schedule for the Awards. These Awards specified a Target Award (and the related Maximum Award) for each of these executives as set forth in the following table. The Awards were approved with a specified dollar value and will be converted to an equivalent number of shares of common stock based on the closing price of the common stock on the grant date, rounded down to the nearest whole share.
| Officer |
Title |
Target Award ($) | Maximum Award ($) | |||||||
| Matthew J. Desch |
Chief Executive Officer | 600,000 | 900,000 | |||||||
| Thomas J. Fitzpatrick |
Chief Financial Officer and Chief Administrative Officer | 200,000 | 300,000 | |||||||
| S. Scott Smith |
Chief Operating Officer | 200,000 | 300,000 | |||||||
| Thomas D. Hickey |
Chief Legal Officer | 175,000 | 262,500 | |||||||
| Bryan Hartin |
Executive Vice President Sales and Marketing | 175,000 | 262,500 | |||||||
The Actual Awards for each executive will be based on the level of achievement of the 162(m) Performance Goal, which is the achievement of a specified average percentage increase in the Company’s service revenue for 2015 and 2016, calculated in accordance with generally accepted accounting principles (“GAAP”) (“GSR”) (i.e., the average of (i) the percentage increase in GSR from 2014 to 2015 and (ii) the percentage increase in GSR from 2015 to 2016). The Actual Awards will be reduced to zero if the Company fails to achieve the Other Performance Goal specified by the Sub-Committee, which is the achievement of a specified average OEBITDA margin for 2015 and 2016. “OEBITDA margin” is OEBITDA expressed as a percentage of revenue. “OEBITDA” is defined as earnings before interest, income taxes, depreciation and amortization, Iridium NEXT revenue and expenses (for periods prior to the deployment of Iridium NEXT), stock-based compensation expenses and the impact of purchase accounting.
The Actual Award will vest as to 50% of the underlying shares when the Sub-Committee determines the Company’s level of achievement of the 162(m) Performance Goal and the Other Performance Goal, which would occur in the first quarter of 2017, and as to the remaining 50% on March 1, 2018, subject to continuous employment of the participant through such dates. If a change in control of the Company occurs before the date the Sub-Committee determines the Company’s level of achievement of the 162(m) Performance Goal and Other Performance Goal, each participant will be credited with an Actual Award equal to the participant’s Target Award, and the Actual Award will remain subject to the same time-based vesting schedule with the first vesting date being March 1, 2017. Actual Awards and any shares issued thereunder are subject to recoupment from participants in accordance with any clawback policy that the Company is required to adopt pursuant to applicable laws.
The description of the Program contained herein is a summary of its material terms, does not purport to be complete and is qualified in its entirety by reference to the Program. The Program and the Performance Share Award Grant Notice and Performance Share Award Agreement for use in connection with grants under the Program were previously filed as exhibits to the Company’s Current Report on Form 8-K filed on March 3, 2014.
Iridium 2015 Executive Performance Bonus Plan
On March 2, 2015, the Sub-Committee approved the terms of the Company’s 2015 Executive Performance Bonus Plan (the “Iridium Bonus Plan”), operating under and as part of the 2012 Plan.
Executives of the Company who are employed during the 2015 calendar year at the level of Executive Vice President or above and subject to Section 16 of the Securities Exchange Act of 1934 are eligible to participate in the Iridium Bonus Plan, provided that a participant must be employed through the date bonuses are paid in order to be eligible to receive a bonus, except as provided in an applicable severance plan or individual agreement. Pursuant to the Iridium Bonus Plan, each participant is eligible to receive an incentive bonus (the “Bonus Award”) calculated in part by reference to a “Target Bonus Award” determined for such participant by the Committee or the Sub-Committee. The Target Bonus Award is calculated by multiplying the participant’s base salary earned during the 2015 calendar year by a Committee or Sub-Committee-approved Target Bonus Percentage.
On March 2, 2015, the Sub-Committee established the Target Bonus Percentage (expressed as a percentage of earned base salary) under the Iridium Bonus Plan for each of the Company’s principal executive officer, principal financial officer and other named executive officers as set forth in the table below.
| Officer |
Title |
Target Bonus Percentage | ||||
| Matthew J. Desch |
Chief Executive Officer | 90 | % | |||
| Thomas J. Fitzpatrick |
Chief Financial Officer and Chief Administrative Officer | 75 | % | |||
| S. Scott Smith |
Chief Operating Officer | 75 | % | |||
| Thomas D. Hickey |
Chief Legal Officer | 60 | % | |||
| Bryan J. Hartin |
Executive Vice President, Sales and Marketing | 60 | % | |||
The actual bonus award will be calculated by multiplying the Target Bonus Award by a corporate performance factor determined by the Sub-Committee, which can range from 0% to 200% based on the achievement of the following corporate performance goals: (i) OEBITDA (as defined below); (ii) specified strategic goals; and (iii) specified measures of user satisfaction. The resulting amount may then be reduced but not increased by the Sub-Committee based on a personal performance factor ranging from 0% to 100% and may be paid in cash or common stock of the Company.
“OEBITDA” is defined as earnings before interest, income taxes, depreciation and amortization, Iridium NEXT revenue and expenses (for periods prior to the deployment of Iridium NEXT), stock-based compensation expenses, and the impact of purchase accounting.
Any amounts paid under the Iridium Bonus Plan are subject to recoupment from participants in accordance with any clawback policy that the Company is required to adopt pursuant to applicable laws.
The description of the Iridium Bonus Plan contained herein is a summary of the material terms of the Iridium Bonus Plan, does not purport to be complete, and is qualified in its entirety by reference to the Iridium Bonus Plan, which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ending March 31, 2015.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| IRIDIUM COMMUNICATIONS INC. | ||||||||
| Date: March 5, 2015 | By: | /s/ Matthew J. Desch | ||||||
| Name: | Matthew J. Desch | |||||||
| Title: | Chief Executive Officer | |||||||