James F. Lynch
GlobalstarAbout James F. Lynch
Independent director James F. Lynch (age 67) has served on Globalstar’s Board since 2003 and is a Class B director with a term expiring at the 2026 annual meeting. He brings extensive financial management and telecom experience, including roles at Thermo Capital Partners, FiberLight, Xspedius Communications, and Bear Stearns. The Board’s independence matrix identifies only Messrs. Cowan, Hasler, and Wolff as independent; Mr. Lynch is classified as not independent. During 2024, the Board met eight times and each director attended at least 75% of Board and applicable committee meetings; no directors attended the 2024 annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Thermo Capital Partners, L.L.C. | Managing Partner | Oct 2001–present | Financial stewardship for Thermo-affiliated investments |
| FiberLight, LLC | Executive Chairman (CEO 2015–2017) | Executive Chairman 2017–2022 | Led telecom infrastructure operations |
| Xspedius Communications, LLC | Chairman (CEO Aug 2005–Mar 2006) | Jan 2005–Oct 2006 | Oversight of telecom services strategy |
| Bear Stearns & Co. | Managing Director | Prior to 2001 | Capital markets and advisory experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Globalstar Satellite, L.P. | Limited Partner | Not specified | Thermo-affiliated entity linkage |
| Thermo Investments II LLC | Affiliated holder | Current | Holds 822,714 Globalstar shares attributed to Lynch’s beneficial ownership |
Board Governance
- Board class: Class B; director since 2003; current term expires 2026.
- Committee assignments: None (not a member of Audit, Compensation, Nominating & Governance, or Strategic Review).
- Independence: Not independent (only Cowan, Hasler, Wolff are independent under Exchange Act/Nasdaq rules).
- Attendance: Board met 8 times in 2024; each director attended ≥75% of Board and relevant committee meetings; no directors attended the 2024 annual meeting.
Fixed Compensation
| Component (2024) | Amount (USD) |
|---|---|
| Annual cash retainer | $50,000 |
| Stock awards (aggregate grant-date fair value) | $50,000 |
| Option awards (aggregate grant-date fair value) | $187,000 |
| Total | $287,000 |
Program features:
- $50,000 cash annually, paid quarterly.
- Annual January grants: $50,000 in restricted stock; 6,666 options; RSAs cliff vest one year; options vest one-third annually over three years.
- May grants: 3,333 RSAs to Strategic Review Committee members (Lynch is not on SRC).
Performance Compensation
| Equity Award Detail (Director Program) | Grant specifics |
|---|---|
| January 2, 2024 RSAs (all directors) | 1,782 shares; grant-date fair value $28.05/share; cliff vest after one year |
| January 2, 2024 options (all directors) | 6,666 options; grant-date fair value $16.21/option; vest in one-third annual increments over three years |
| SRC May 10, 2024 RSAs (SRC members) | 3,333 shares; grant-date fair value $18.45/share; cliff vest after one year (Lynch not eligible) |
| Lynch outstanding at 12/31/2024 | 5,115 RSAs; 93,327 options |
- No director performance metrics (e.g., revenue/EBITDA/TSR) are disclosed for director awards; equity is time-based with options providing at-risk exposure.
Other Directorships & Interlocks
| Company | Role | Notes |
|---|---|---|
| Not disclosed | — | No current public company directorships disclosed for Lynch in the proxy. |
Expertise & Qualifications
- Telecom industry and financial management experience; strategic planning and M&A capabilities.
- Board skills matrix reflects finance, global business, telecom, and strategic planning exposure among directors; Lynch’s biography emphasizes financial management in telecom.
Equity Ownership
| Ownership detail | Shares/Units | Notes |
|---|---|---|
| Total beneficial ownership | 878,290 | “Less than 1%” of outstanding shares; includes options and Thermo Investments II LLC holdings |
| Shares outstanding (record date) | 126,582,094 | Basis for percent of class |
| Options currently exercisable (included above) | 66,663 | Currently exercisable options attributable to Lynch |
| Shares held via Thermo Investments II LLC | 822,714 | Affiliated entity holdings |
| Unvested RSAs (director compensation outstanding at 12/31/2024) | 5,115 | Time-based director RSAs outstanding |
| Outstanding director options at 12/31/2024 | 93,327 | Director options outstanding |
| Pledging/hedging | Hedging prohibited by company policy; no pledging disclosed | Insider trading policy bans hedging; no pledging noted for Lynch |
Governance Assessment
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Strengths
- Deep financial and telecom operating background; long-tenured board member with capital markets experience.
- Strategic Review Committee exists (Lynch not a member) to oversee and approve Thermo-related transactions, enhancing minority shareholder protections in a controlled company context.
-
Concerns and RED FLAGS
- Controlled company: Thermo holds a majority of voting power; Globalstar is exempt from certain Nasdaq independence requirements (e.g., majority-independent board, independent compensation committee).
- Independence: Lynch is not independent; ties to Thermo are extensive (Thermo Capital Managing Partner; beneficial ownership includes Thermo Investments II LLC).
- Related-party exposure: Company reimburses Thermo for expenses incurred by Messrs. Monroe, Lynch, and Taylor; additional Thermo-linked consulting and lease arrangements (HQ lease with Thermo Covington LLC; land purchase from Thermo Development; preferred stock dividends to Thermo).
- Engagement signal: No directors attended the 2024 annual meeting; attendance threshold disclosed only as “≥75%,” limiting visibility into individual engagement.
-
Contextual signals
- Minority protections: Strategic Review Committee must approve significant Thermo-related actions; certain transactions require majority-of-the-minority stockholder approval (e.g., Amended Thermo Guaranty cap to $100 million).
- Say-on-pay support: 99% approval in 2023 suggests broad investor acceptance of pay program for executives, but does not directly address director independence concerns.
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Implications for investors
- Lynch’s Thermo affiliations and non-independent status, combined with recurrent related-party transactions, present governance risk that warrants scrutiny, especially for capital allocation and conflict oversight. The existence of the Strategic Review Committee and minority approval provisions partially mitigates these risks, but investors should monitor transaction flow, committee functioning, and attendance/engagement trends.