James Monroe III
GlobalstarAbout James Monroe III
James Monroe III, age 70, is Executive Chairman of Globalstar and its controlling stockholder through various Thermo entities; he has served on the Board since 2003 and as Executive Chairman since 2004, previously serving as CEO from 2005–2009 and 2011–2018 . Under his long-standing Thermo leadership (majority owner since 1984), Globalstar delivered 2024 revenue of $250.3 million (+12% YoY) and record Adjusted EBITDA of $135.3 million, with net loss of $63.2 million driven largely by non-operating items; 2025 guidance calls for $260–$285 million revenue and ~50% Adjusted EBITDA margin . Company pay-versus-performance metrics show 2024 cumulative value of an initial $100 investment (TSR) at $398.08 vs $119.33 for the Nasdaq Telecommunications peer index, highlighting multi-year stock performance dynamics .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Globalstar | Executive Chairman (formerly Chairman) | 2004–present | Capital allocation, strategic oversight as controlling stockholder through Thermo |
| Globalstar | Chief Executive Officer | 2005–2009; 2011–2018 | Led operations during pivotal phases; transitioned leadership while retaining chair role |
| Thermo (group of privately owned businesses) | Majority Owner | 1984–present | Financial sponsorship and governance influence over GSAT via Thermo affiliates |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Thermo-controlled entities (e.g., Thermo Funding II LLC, FL Investment Holdings LLC) | Controller/Beneficial Owner | Ongoing | Governance control and capital support arrangements including guarantees and warrants |
Fixed Compensation
Monroe receives director compensation only; he does not receive executive officer compensation.
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Cash fees | 50,000 | Annual cash retainer |
| Stock awards | 50,000 | Annual restricted stock grant value |
| Option awards | 187,000 | Annual options grant value |
| Total director pay (2024) | 287,000 | Sum of components |
| Executive officer pay | — | “Mr. Monroe did not receive any compensation during 2022–2024 for service as an executive officer” |
| Program highlights (policy) | — | $50k cash, $50k RSAs each January; 6,666 options each January; 3,333 RSAs to Strategic Review Committee members each May |
Performance Compensation
Monroe does not participate in the NEO annual bonus plan (Adjusted EBITDA-based); his equity awards relate to director service.
| Grant Type | Grant Date | Shares (#) | Grant-Date Fair Value ($/share) | Vesting |
|---|---|---|---|---|
| Stock options | Jan 2, 2024 | 6,666 | $16.21 | Vest 1/3 annually over 3 years |
| Restricted stock awards (RSAs) | Jan 2, 2024 | 1,782 | $28.05 | Cliff vest after 1 year |
| RSAs (Strategic Review Committee) | May 10, 2024 | 3,333 | $18.45 | Cliff vest after 1 year |
Company annual bonus pool is driven by Adjusted EBITDA and paid to designated key employees; Monroe’s compensation is limited to director pay .
Equity Ownership & Alignment
Total beneficial ownership, including Thermo affiliates, and director equity outstanding:
| Holder/Entity | Shares (#) | Notes |
|---|---|---|
| Thermo Funding II LLC | 58,708,075 | Thermo-controlled; includes warrant to purchase 333,334 shares vested; additional 333,334 may vest upon $25m advances; exercise price $30; expires Dec 2028 |
| Thermo Funding Company, LLC | 13,142,665 | Thermo-controlled |
| FL Investment Holdings, LLC | 42,717 | Thermo-controlled |
| Thermo Properties II, LLC | 947,273 | Thermo-controlled |
| Globalstar Satellite, L.P. | 41,237 | Thermo-controlled |
| Monroe Irr. Educational Trust | 200,000 | Thermo-controlled |
| James Monroe III Grantor Trust | 1,956 | Thermo-controlled |
| Thermo Investments LP | 13,347 | Thermo-controlled |
| Thermo XCOM LLC | 580,550 | Thermo-controlled |
| James Monroe III (individual) | 45,100 | Individual ownership |
| Stock options (currently exercisable) | 33,333 | Individual currently exercisable options |
| Total beneficial ownership (Monroe & Thermo entities) | 74,089,585 | 59% of common stock outstanding (126,582,094 shares) |
| Director Awards Outstanding (12/31/2024) | Quantity (#) | Notes |
|---|---|---|
| Unvested RSAs | 1,782 | Related to director grants |
| Outstanding options | 39,996 | Director options outstanding |
- Lock-up and Right of First Offer: Thermo must offer shares to the wholesale capacity customer before transfer and cannot transfer shares if doing so reduces Thermo below 51% ownership for five years from service launch in Nov 2022, limiting near-term insider selling pressure .
- Hedging prohibited; pre-clearance and trading windows apply to directors and officers .
Employment Terms
- No employment agreement or executive pay for Monroe; he is compensated only as a director .
- Clawback policy adopted per SEC/Nasdaq; applies to erroneously awarded or misconduct-related incentive compensation for executive officers (policy-level) .
- Equity Plan change-in-control: any unvested options or restricted shares vest immediately upon a change in control (plan-level provision applicable to award holders, including directors) .
Board Governance
| Attribute | Detail |
|---|---|
| Board class / term | Class C; term expires 2027 |
| Director since | 2003 |
| Committees | Compensation (Chair); Nominating & Governance (Chair) |
| Controlled company status | Thermo holds majority voting power; GSAT is a “controlled company” under Nasdaq—exempt from majority independent board and compensation committee independence requirements; audit committee remains fully independent |
| Leadership history | Previously served as combined Chairman/CEO during 2006–2009 and 2011–2018; currently Executive Chairman with a separate CEO (Dr. Jacobs) |
| Board meetings and attendance (2024) | 8 meetings; all directors attended ≥75%; no directors attended the 2024 annual meeting |
Dual-role implications: As controlling stockholder and Compensation Committee Chair, Monroe’s influence over pay/governance is significant; GSAT mitigates conflicts via Strategic Review Committee oversight and minority stockholder approval for certain Thermo-related transactions .
Director Compensation
| Program Element | Amount / Terms |
|---|---|
| Annual cash retainer | $50,000 paid quarterly |
| Annual equity grant (RSAs) | $50,000 value each January |
| Annual director options | 6,666 options each January; vest 1/3 annually over 3 years |
| Strategic Review Committee RSAs | 3,333 RSAs each May; one-year cliff vest |
| Monroe’s 2024 total | $287,000 (fees $50k; stock awards $50k; options $187k) |
Related Party Transactions
| Transaction | Amount | Terms / Notes |
|---|---|---|
| HQ lease with Thermo Covington, LLC (2024 payments) | $1.6 million | 10-year term; 2.5% annual escalator; expires Jan 2029 |
| Land purchase from Thermo Development, Inc. | $500,000 | Purchased at cost for gateway location |
| Series A Preferred dividends paid to Thermo (2024) | $9.7 million | 7% cumulative dividend on $136.7 million liquidation preference |
| Thermo guarantee & warrant consideration | — | Warrant to purchase 666,668 shares at $30; 333,334 vested; remaining 333,334 vest upon ≥$25m advances; expires Dec 2028; share issuance to Thermo upon any guaranty payments per VWAP formula |
| Thermo reimbursements/consulting | ~$75,000 G&A; ~$157,000 officer services (non-cash capital); ~$621,000 other consultants/employees (2024) | |
| Lock-up & ROFO with customer (Thermo) | — | Thermo must maintain ≥51% ownership for 5 years from Nov 2022; ROFO to customer on share transfers |
Approvals and Conflicts Management:
- Strategic Review Committee has exclusive oversight of material transactions involving Thermo while Thermo owns ≥45% of common stock .
- Amended Thermo Guaranty Agreement to cap guarantees at $100 million requires “majority of the minority” stockholder approval; Thermo excluded from voting .
Say-On-Pay & Shareholder Feedback
| Year | Approval (%) | Notes |
|---|---|---|
| 2023 | ~99% | Triennial vote; next vote in 2026; committee retained program without changes |
Investment Implications
- Alignment: Monroe’s 59% beneficial stake anchors long-term orientation and reduces near-term selling pressure due to lock-up/ROFO, but concentrates governance power and related-party exposure .
- Governance risk: As Compensation and Nominating Chair in a controlled company, independent oversight relies on Audit Committee independence and Strategic Review Committee authority; minority shareholder safeguards (e.g., related-party majority-of-minority vote) partially mitigate risks .
- Dilution mechanics: Thermo warrant (666,668 shares at $30) and potential share issuance upon guaranty payments introduce contingent dilution; current cap proposes $100 million coverage subject to minority approval .
- Operating performance: Strong 2024 execution (record revenue/Adjusted EBITDA) and 2025 guidance underpin pay-for-performance credibility for NEOs; Monroe’s compensation is modest and purely director-related, limiting direct pay risk but heightening focus on capital allocation and related-party terms .
- Trading signals: Controlled-company status and lock-up constrain insider sell pressure from Thermo/Monroe; monitor minority votes on related-party items, warrant exercises, and any guaranty-triggered issuances for dilution/timing effects .