Keith O. Cowan
GlobalstarAbout Keith O. Cowan
Independent Class A director at Globalstar since 2018 (age 69), designated a Minority Director elected by non‑Thermo shareholders. Cowan is a telecom strategist with deep transaction experience across satellite and terrestrial wireless, having held senior roles at Rivada Networks (Chief Development Officer), Sprint (President, Strategic Planning & Corporate Initiatives), and leadership roles at BellSouth and Alston & Bird; he also leads Cowan Consulting Corporation and NVR3 LLC (Venadar) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rivada Networks, Inc. | Chief Development Officer | Aug 2020 – present | Not disclosed |
| Cowan Consulting Corporation LLC | Chief Executive Officer | Jan 2013 – present | Not disclosed |
| NVR3 LLC (dba Venadar) | Chief Executive Officer | Sep 2019 – present | Not disclosed |
| Sprint Corporation | President, Strategic Planning & Corporate Initiatives | Jul 2007 – Jan 2013 | Corporate strategy, M&A focus (narrative) |
| BellSouth Corporation | Leadership roles | Not disclosed | Not disclosed |
| Alston & Bird | Leadership roles | Not disclosed | Not disclosed |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Aegex Technologies | Board Member | Not disclosed | Private company (not disclosed) |
| American Rescue Associates, Inc. | Board Member | Not disclosed | Not disclosed |
| Phunware, Inc. | Board Member | Jan 2019 – Nov 2022 | Prior public-company directorship |
Board Governance
- Independence: The Board determined Cowan is independent under SEC and Nasdaq rules .
- Minority Director: One of two Minority Directors elected solely by non‑Thermo shareholders under the Certificate of Incorporation .
- Committee assignments: Audit (member), Nominating & Governance (member), Strategic Review (member); not a chair .
- Meeting cadence: Board met 8 times in 2024; committees met Audit (4), Compensation (3), Nominating & Governance (1), Strategic Review (5) .
- Attendance: Each director attended at least 75% of Board and committee meetings in 2024; no directors attended the 2024 annual meeting (optics concern) .
Fixed Compensation
| Component (Director, 2024) | Amount | Detail |
|---|---|---|
| Annual cash retainer | $50,000 | Paid quarterly |
| Stock awards (RSAs) | $111,500 | Jan grant (~1,782 RSAs, $28.05/sh) and May grant for Strategic Review (~3,333 RSAs, $18.45/sh) |
| Option awards | $187,000 | Jan options (6,666 sh), $16.21 FV/sh; vests 1/3 annually over 3 years |
| All other | — | Not disclosed |
| Total | $348,500 | Sum of components |
Program features:
- $50,000 cash retainer; $50,000 annual RSAs each January; 6,666 options annually; additional 3,333 RSAs for Strategic Review members each May .
Performance Compensation
| Award Type | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| Stock options | Jan 2, 2024 | 6,666 | $16.21 per share | 1/3 annually over 3 years |
| RSAs (annual) | Jan 2, 2024 | 1,782 | $28.05 per share | Cliff vest after 1 year |
| RSAs (Strategic Review) | May 10, 2024 | 3,333 | $18.45 per share | Cliff vest after 1 year |
- No director performance metrics (e.g., EBITDA, TSR) are tied to director awards; grants are time-based per program disclosures .
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Phunware, Inc. | Public (prior) | Director (2019–2022) | None disclosed with Globalstar |
| Aegex Technologies | Private | Director | None disclosed |
| American Rescue Associates, Inc. | Private | Director | None disclosed |
Expertise & Qualifications
- Telecommunications; Accounting/Finance; Global Business; Strategic Planning/M&A; CEO/Executive experience (skills matrix) .
- Strategic transaction and partnership expertise relevant to satellite/terrestrial network monetization .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (common) | 52,773 shares (<1%) |
| Ownership % of outstanding | <1% |
| Options exercisable (included in beneficial) | 33,330 |
| Restricted stock outstanding (12/31/2024) | 5,115 |
| Options outstanding (12/31/2024) | 39,996 |
| Pledged shares | Not disclosed |
| Hedging policy | Company prohibits hedging/shorts/options trading by directors |
Governance Assessment
- Committee effectiveness: As Audit Committee member, Cowan participates in financial reporting oversight; committee is fully independent and chaired by an audit financial expert (Hasler), meeting at least quarterly (4 meetings in 2024) .
- Strategic Review oversight: Cowan serves on the Strategic Review Committee that must recommend Board approval for material related‑party transactions with Thermo; this creates robust minority-shareholder safeguards but also indicates persistent related‑party exposure in a controlled company context .
- Independence and minority protection: Cowan is independent and a Minority Director elected by non‑Thermo holders, strengthening board balance amid Thermo control .
- Engagement: ≥75% meeting attendance met; however, zero attendance by any director at the 2024 annual meeting is a negative optics signal for shareholder engagement .
- Pay and alignment: Director pay mixes cash ($50k) and equity (options + RSAs), with added RSAs for Strategic Review service; meaningful option overhang and RSAs suggest alignment, though ownership remains <1% and no director ownership guidelines are disclosed .
- Related‑party context: Thermo’s extensive arrangements (guaranty, preferred dividends, HQ lease, lock‑up) present ongoing conflict risks managed via Strategic Review and minority vote requirements; no Cowan‑specific related‑party transactions disclosed .
- Say‑on‑pay backdrop: 2023 say‑on‑pay support was ~99%, indicating broad investor support for compensation programs, though primarily for executives .
RED FLAGS
- Controlled company exemptions (non‑independent Compensation and Nominating oversight) elevate governance risk; mitigants include independent Audit and Minority Director elections .
- No director attendance at the 2024 annual meeting signals weak visible engagement with shareholders .
- Ongoing related‑party transactions with Thermo require vigilant Strategic Review oversight and minority approvals to protect non‑controlling investors .