Dr. Paul E. Jacobs
GlobalstarAbout Dr. Paul E. Jacobs
Dr. Paul E. Jacobs, age 62, has served as Globalstar’s Chief Executive Officer since August 2023 and as a Class A director since 2023. He previously served as CEO and Chairman at Qualcomm (CEO 2005–2014; Chairman 2009–2014; Executive Chairman 2014–2018) and is Executive Chairman and controlling stockholder of Virewirx, Inc. (formerly XCOM Labs). He is currently a director at Dropbox, Inc. and Arm Limited and is a prolific inventor with over 80 U.S. patents in wireless technology . Globalstar’s Pay-versus-Performance disclosure ties executive pay to multi-year equity awards and Adjusted EBITDA, with cumulative TSR and Adj. EBITDA improving over 2020–2024; Jacobs’ “compensation actually paid” reflects large performance RSUs granted in 2023 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Qualcomm | CEO; Chairman; Executive Chairman; Director | CEO 2005–2014; Chairman 2009–2014; Executive Chairman 2014–2018; Director 2005–2018 | Led innovation-led growth; governance leadership at scale semiconductor/IP firm |
| Virewirx (XCOM Labs) | Founder; Executive Chairman; CEO (prior) | 2018–present (Exec. Chairman); CEO 2018–2023 | Commercialized advanced wireless spectrum innovations (e.g., XCOMP) |
| Globalstar | CEO | Aug 2023–present | Led updated services agreements and Extended MSS Network initiatives |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Dropbox, Inc. | Director | 2016–present | Oversight at enterprise SaaS at scale |
| Arm Limited | Director | 2022–present | Governance at global semiconductor IP licensor |
| Sacramento Kings (NBA) | Owner and Vice Chairman | Disclosed as ongoing | External leadership; no direct GSAT governance |
Fixed Compensation
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| CEO Base Salary ($) | 142,308 | 500,000 | Initial base set at $500,000 in employment agreement |
| Target Annual Bonus (% of Salary) | 100% | 100% | Per employment agreement |
| Actual Bonus ($) | — | 200,000 | Paid as cash; share component included in Stock Awards |
| Director Fees (Cash) ($) | 12,500 (partial year) | 50,000 | Standard director retainer |
| Director Stock Awards ($) | — | 50,000 | Annual director restricted stock |
| Director Option Awards ($) | — | 187,000 | Annual director options; vest over 3 years |
Performance Compensation
| Metric/Instrument | Weighting/Target | Actual/Payout | Vesting |
|---|---|---|---|
| Annual Bonus Pool (Adj. EBITDA-based) | Pool at $104.0M Adj. EBITDA; +/-1% per 1% deviation | 2024 Adj. EBITDA $135.3M → ~ $2.7M pool; Jacobs award $500,000 in shares/cash (shares in Stock Awards; cash in Bonus) | Paid March 2025; subject to clawback for restatements |
| 2024 RSU grant (bonus for 2023 performance) | n/a | 8,521 shares; grant date FV $170,000; vested immediately | Immediate vest |
| 2023 Market-based RSUs (PEO award) | 40,419,047 RSUs pre-split; VWAP hurdles $2–$10 across 12 tranches; Monte Carlo FV $35,905,404; derived service period 2.6 years | No vesting in 2024 | Vest any time during 4 years if 60-day VWAP hurdles met |
| Updated price hurdles (post 1:15 reverse split) | ~2.7M RSUs; sustained stock price $30–$150 | 2,694,599 RSUs unearned at 12/31/2024; market value $83,667,299 | Four-year window from Sep 2023; “final measurement” at change-in-control |
Equity Ownership & Alignment
| Item | Value | Notes |
|---|---|---|
| Beneficial Ownership (as of 3/25/2025) | 1,336,794 shares (1% of outstanding) | 1,116,399 shares via The Paul Eric Jacobs Trust; 209,545 via Virewirx, Inc.; 10,850 direct |
| Outstanding PEO Market-based RSUs | 2,694,599 unearned; payout value $83,667,299 at 12/31/2024 price | Vest tied to sustained price hurdles |
| Executive Options | None disclosed for PEO | Company states it does not currently grant options to executives; options awarded to directors |
| Director Options Outstanding (Jacobs as director) | 39,996 options at 12/31/2024 | Director program grants 6,666 options annually (one-third annual vest) |
| Hedging/Pledging | Hedging prohibited across directors/officers/employees; insider trading windows and preclearance | No pledging disclosure; skip if not disclosed |
Insider trading activity (2025): Form 4 reported 100,000 RSUs vested on 09/24/2025 and a mandatory sell-to-cover of 53,479 shares at $34.6699–$35.2601 (VWAP $34.9499) on 09/25/2025. Post-transaction direct holdings were 58,895 shares, indirect holdings via trust 1,116,400 shares, and 2,594,599 RSUs remained unvested .
Employment Terms
| Provision | Key Terms |
|---|---|
| Employment Agreement | No fixed term; at-will; base salary $500,000; eligible for annual bonus; initial performance RSU grant; participation in benefit plans |
| Termination (Non-CoC) | Accrued compensation/benefits; in certain termination conditions, unvested RSUs may continue to vest for 2 years |
| Change-in-Control (CoC) | “Final measurement” of vested RSUs at CoC; unvested RSUs remaining after measurement forfeited. Under Plan, unvested options/restricted shares vest immediately upon CoC |
| Clawback | Board-adopted clawback per SEC/Nasdaq; permits recoupment for restatements and misconduct |
| Severance and Insurance (indicative amounts at 12/31/2024) | Severance (reduction-in-workforce): $57,692; Life insurance proceeds: $700,000; CoC immediate vesting of unvested stock awards: $83,667,299 |
Board Governance
- Board service: Class A director since 2023; nominated for re-election to a term expiring 2028; not designated independent; no committee memberships listed .
- Governance structure: CEO (Jacobs) and Executive Chairman (Monroe) roles are separated; Globalstar is a “controlled company” under Nasdaq (Thermo-affiliated majority), not required to have majority independent directors or independent compensation committee, but audit committee is fully independent and meets heightened requirements .
- Meetings: Board met 8 times in 2024; all directors met ≥75% attendance; no directors attended the 2024 annual meeting .
Director Compensation
| 2024 Director Compensation | Fees Earned (Cash) ($) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| Dr. Paul E. Jacobs | 50,000 | 50,000 | 187,000 | 287,000 |
Program highlights: $50,000 cash annual retainer; $50,000 annual restricted stock (January); 6,666 options annually (January; vest one-third per year); members of Strategic Review Committee receive an additional 3,333 restricted shares in May .
Compensation & Ownership Trend Tables
CEO Compensation Summary
| Metric | 2023 | 2024 |
|---|---|---|
| Salary ($) | 142,308 | 500,000 |
| Bonus ($) | — | 200,000 |
| Stock Awards ($) | 36,075,405 | 300,000 |
| All Other ($) | 3,749 | 9,445 |
| Total ($) | 36,221,462 | 1,009,445 |
Outstanding Equity Awards (12/31/2024)
| Grant (PEO Award) | Number Unvested | Market/Payout Value ($) |
|---|---|---|
| Market-based RSUs (granted 9/25/2023; post-split hurdles $30–$150) | 2,694,599 | 83,667,299 |
Pay vs Performance (Company, 2020–2024)
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Compensation Actually Paid to PEO ($) | 145,209 | 4,318,956 | 1,250,965 | 54,143,331 | 1,894,789 |
| Avg. Compensation Actually Paid to Non-PEO NEOs ($) | 375,332 | 952,036 | 1,277,946 | 939,058 | 847,411 |
| Value of $100 Investment (TSR) ($) | 65.38 | 223.08 | 255.77 | 373.08 | 398.08 |
| Peer Group TSR (Nasdaq Telecom Index) ($) | 122.04 | 127.87 | 95.61 | 107.36 | 119.33 |
| Net Loss ($) | (109,639,000) | (112,625,000) | (256,915,000) | (24,718,000) | (63,164,000) |
| Adjusted EBITDA ($) | 42,158,000 | 38,711,000 | 57,396,000 | 116,717,000 | 134,341,000 |
Related Party Transactions and Red Flags
- Virewirx/XCOM License: Globalstar issued 60.58M shares valued at ~$68.74M in Aug 2023 for IP rights; Jacbos’ trust received ~16.7M of these shares; SSA pays Virewirx for services; additional shares issued in Aug 2023 and June 2024 for SSA/holdbacks . 2025 proxy updates note 4.0M shares to Virewirx, plus 0.7M and 0.5M share issuances for costs/holdback releases, with private resales to Thermo affiliates in June 2024 and March 2025 .
- Thermo Guaranty & Warrant: Related-party guaranty for Apple/MDA obligations; warrant to purchase 666,668 shares at $30; 333,334 vested in Dec 2023; remaining vests if Thermo advances ≥$25M; proposal to lower guaranty cap to $100M (stockholder approval required, excluding Thermo) .
- Controlled Company status: Thermo’s majority ownership confers Nasdaq controlled-company exemptions; Audit Committee remains independent per Nasdaq rules .
- Hedging prohibition and clawback policy reduce risk of misalignment; no disclosure of tax gross-ups or option repricing for executives .
Say-on-Pay & Committee Practices
- Say-on-Pay approval: 99% approval at 2023 annual meeting; next vote in 2026 .
- Compensation Committee: Chaired by Executive Chairman James Monroe III with Benjamin Wolff; engaged an independent compensation consultant in 2024 to evaluate NEO and VP-level pay .
Investment Implications
- Strong alignment via large market-based RSU grant: Sustained stock price hurdles ($30–$150 post-split) create direct linkage of Jacobs’ realized value to long-term TSR; however, vesting events may trigger periodic sell-to-cover transactions (e.g., September 2025 Form 4) that can add short-term supply into rallies .
- Retention risk is mitigated by four-year vesting window and two-year continued vesting under certain non-CoC terminations; CoC treatment caps upside to “final measurement” at transaction close, discouraging overfocus on near-term spikes .
- Governance considerations: Controlled-company structure and extensive Thermo-related transactions elevate related-party scrutiny, but independent audit oversight, clawback policy, and strong say-on-pay support reduce headline governance risk .
- Execution track record: Adj. EBITDA has grown meaningfully since 2020, and cumulative TSR substantially outperformed the Nasdaq Telecommunications Index from 2020–2024, supporting pay-for-performance narratives under Jacobs’ leadership and prior groundwork; extended Apple services agreements further underpin strategic visibility .