Benjamin G. Wolff

About Benjamin G. Wolff

Benjamin G. Wolff, age 56, has served as a Class A director of Globalstar since 2018 and is designated as a Minority Director elected by non‑Thermo stockholders; the Board has determined he is an independent director under the Exchange Act and Nasdaq rules . He brings telecommunications and capital markets experience, including senior leadership roles and board service at multiple technology and telecom companies . GSAT is a “controlled company” under Nasdaq due to Thermo’s majority ownership, but Wolff’s Audit Committee membership and Strategic Review Committee chair role provide independent oversight on financial reporting and related‑party matters .

Past Roles

External Roles

Board Governance

• Committee assignments: Audit Committee member (Audit Chair: Hasler); Compensation Committee member (Chair: Monroe); Chair of Strategic Review Committee; not a member of Nominating & Governance .
• Independence and minority election: Independent; one of two Minority Directors elected solely by non‑Thermo stockholders while Thermo holds ≥45% of common stock .
• Attendance: Board met 8 times in 2024; each director attended at least 75% of Board and committee meetings of their service; no directors attended the 2024 annual meeting .
• Controlled company context: Thermo’s control exempts GSAT from certain Nasdaq independence requirements, except Audit must be fully independent; Wolff’s roles help mitigate related‑party risk through committee oversight .

Fixed Compensation

• Director program highlights: $50,000 cash annual retainer; $50,000 in restricted stock each January; 6,666 stock options each January (vesting in thirds over 3 years); additional 3,333 restricted stock awards to Strategic Review Committee members each May (cliff vest 1 year) .

Performance Compensation

• No director‑specific performance metrics (e.g., revenue, TSR) are tied to Wolff’s director awards; equity awards are time‑based under the director program .

Other Directorships & Interlocks

Expertise & Qualifications

• Skills matrix: CEO/executive experience; Telecommunications; Accounting/Finance; Global Business; Strategic Planning/M&A .
• Board role: Provides telecom market insight and capital markets experience; background aligns with GSAT’s strategic partnerships and growth initiatives .

Equity Ownership

• Hedging policy: Company prohibits hedging (short sales, derivatives) by directors; trading windows and pre‑clearance are required .
• Clawback policy: Board adopted clawback for erroneously awarded incentive compensation and certain misconduct, aligned with SEC and Nasdaq rules .

Governance Assessment

• Positives:

  • Independent director and Minority Director elected solely by non‑Thermo stockholders, reinforcing minority holder representation .
  • Chair of Strategic Review Committee with exclusive authority over material related‑party transactions with Thermo, acquisitions, asset sales, capitalization changes—strong check on controller transactions .
  • Audit Committee member; Audit Committee fully independent per Nasdaq requirements .
  • Attendance threshold met; committee activity robust (Audit: 4; Compensation: 3; Strategic Review: 5 meetings in 2024) .

• Risk indicators / RED FLAGS:

  • Controlled company: Board not required to be majority independent; nomination and compensation oversight can be influenced by controller (Thermo) .
  • Compensation Committee includes the Executive Chairman/controlling stockholder (Monroe) as Chair alongside Wolff, raising potential independence concerns in executive pay decisions .
  • No director attended the 2024 annual meeting, a potential engagement concern .
  • Directors receive annual option grants; while standard, option usage can misalign if repriced—no repricing disclosed, but monitor future actions .

• Related‑party exposure:

  • Extensive Thermo relationships (leases, services, preferred dividends) governed by Audit Committee policy and Strategic Review Committee oversight; Wolff’s chair position is central to minority protection on these items .
  • Thermo Guaranty/Warrant mechanics and minority approval requirements underscore need for vigilant oversight; Wolff’s role on the Strategic Review Committee directly addresses this .

Appendix: Committee & Attendance Snapshot (2024)

Board meetings: 8; each director ≥75% attendance; no director attendance at 2024 annual meeting .