L. Barbee Ponder IV
GlobalstarAbout L. Barbee Ponder IV
L. Barbee Ponder IV is Globalstar’s General Counsel and Vice President of Regulatory Affairs (age 58) and has served in this role since July 2010, leading regulatory strategy and licensing across geographies . During 2024, Globalstar’s Adjusted EBITDA was $134.3 million and cumulative TSR reflected a $398.08 value of a fixed $100 investment, providing context for pay-for-performance alignment across executives . He is a key spokesperson on the company’s global ground infrastructure expansion (C‑3 system), with active leadership updates across Brazil, Alaska, Greece, Singapore, Canada, Spain, and Japan, and industry conferences, underscoring execution on regulatory and site licensing scaling for next-gen MSS and D2D services .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| BellSouth Corporation | Regulatory Counsel (various positions) | 1996–2005 | Telecom regulatory work supporting wireless/telecom operations |
| Jones Walker (law firm) | Attorney (commercial litigation) | Pre‑1996 | Commercial litigation; class action defense experience |
| Private Company (timber, sand & gravel, oil & gas interests) | Owner/Operator | 2005–Jul 2010 | Resource operations management; business leadership prior to joining Globalstar |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| World Space Business Week | Panel participant (Direct‑to‑Device) | Sep 2025 | Industry thought leadership on D2D, visibility with investors/customers |
Fixed Compensation
| Year | Base Salary ($) | Bonus ($) | All Other Compensation ($) | Notes |
|---|---|---|---|---|
| 2024 | 326,641 | 10,000 | 5,663 | 401(k) match and life insurance premiums |
| 2023 | 311,086 | — | 54,414 | 401(k) match and life insurance premiums |
| 2022 | 342,481 | 7,000 | 4,133 | 401(k) match and life insurance premiums |
- Base pay was increased 5% effective January 2024 per Compensation Committee action .
- Company benefits include 401(k) match ($0.50 per $1.00 up to 6% salary) and limited perquisites (term life insurance) .
Performance Compensation
| Year | Stock Awards ($) | Key Performance Drivers | Payout Mechanics | Vesting |
|---|---|---|---|---|
| 2024 | 362,789 | Annual bonus pool based on Adjusted EBITDA; program-specific spectrum milestones | Executive bonuses discretionary within pool; additional grant for achieving terrestrial spectrum authority | Mix of immediate vesting (bonus and spectrum award) and time-based cliff/half-vesting |
| 2023 | 369,200 | Discretionary equity awards; retention | Equity award values per grant date fair value | As per award agreements |
| 2022 | 1,264,400 | Retention and performance alignment | Equity award values per grant date fair value | As per award agreements |
Detailed incentive mechanics (2024):
- Annual bonus plan: Target Adjusted EBITDA $104.0M; actual $135.3M; aggregate distribution approx. $2.7M; individual awards at Committee discretion; Ponder received $21,000 in a mix of shares/cash in March 2025 .
- Performance program (Terrestrial Spectrum Authority): Award of 5,333 shares granted upon receipt of international terrestrial spectrum authority in one country; vested immediately .
Incentive Detail Table (award-level)
| Metric | Weighting | Target | Actual | Payout | Vesting Terms |
|---|---|---|---|---|---|
| Adjusted EBITDA (Company) | Pool driver | $104.0M | $135.3M | Ponder $21,000 (cash/stock) | Paid Mar 2025; equity portion subject to plan terms |
| Terrestrial Spectrum Authority | Program-specific | Authority grant(s) | Achieved in one country | 5,333 shares ($176,789 grant FV) | Immediate vest |
| RSU grants (annual retention) | N/A | N/A | N/A | 5,426 shares ($175,000 grant FV) | 50% Dec 2025; 50% Dec 2026 |
Clawbacks and trading policies:
- Clawback policy adopted under SEC Rule 10D‑1/Nasdaq; allows recovery after restatements and misconduct .
- Insider trading policy with trading windows and pre-clearance; hedging prohibited (no short sales, options, frequent trading) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 115,245 shares (<1%) as of March 25, 2025 record date |
| Options | Company does not currently grant options to executive officers (directors receive options) |
| Unvested RSUs/Restricted Stock (12/31/2024) | 20,000 (11/15/2022), 2,668 (12/7/2023), 5,426 (12/27/2024) |
| Market Value of Unvested Awards (12/31/2024) | $872,319 (closing price $31.05 x shares) |
| Pledging/Hedging | Hedging prohibited by policy; pledging not disclosed |
Equity Grant and Vesting Schedule (Recent)
| Grant Date | Type | Shares | Grant Date FV ($) | Vesting |
|---|---|---|---|---|
| 3/5/2024 | RSA (bonus for 2023) | 5,012 | 100,000 | Immediate vest |
| 12/6/2024 | RSA (Spectrum Authority) | 5,333 | 176,789 | Immediate vest |
| 12/27/2024 | RSA (retention) | 5,426 | 175,000 | 50% Dec 2025; 50% Dec 2026 |
| 11/15/2022 | RSU | 20,000 | Market-based value reflected at 12/31/2024 | As per award terms |
| 12/7/2023 | RSU | 2,668 | Market-based value reflected at 12/31/2024 | As per award terms |
Employment Terms
| Provision | Ponder Terms |
|---|---|
| Employment Agreement | None (only CEO has agreement); at‑will employment |
| Severance (Reduction in Workforce) | Lump sum equal to 6–8 weeks of base salary |
| Change-in-Control (Equity) | Immediate vesting of unvested options/restricted shares under the equity plan (single‑trigger plan acceleration) |
| Potential Payments (12/31/2024 assumptions) | Severance $50,252; change-in-control equity vesting $872,319; insurance proceeds on death $655,000 |
Governance, Committees, and Shareholder Feedback
- Compensation Committee: James Monroe III (Chair) and Benjamin G. Wolff; held 3 meetings in 2024; engaged an independent compensation consultant to evaluate NEO and VP compensation .
- Say‑on‑Pay: ~99% approval at 2023 annual meeting; no program changes implemented due to strong support .
Performance & Track Record
- Regulatory execution: Public leadership communications accompanying ground infrastructure expansions for the third‑generation C‑3 MSS system across Brazil, Alaska, Greece, Singapore, Canada, Spain, and Japan, evidencing multi‑continent site expansion and licensing momentum .
- Industry presence: Panel participation at World Space Business Week (Direct‑to‑Device) in Paris, indicating external visibility and expertise in D2D regulatory/commercial topics .
Compensation Structure Analysis
- Shift toward equity and programmatic awards: Mix includes retention RSUs and milestone‑linked awards (terrestrial spectrum authority), aligning with strategic regulatory outcomes .
- Annual cash bonus relatively small vs equity components, with pool sized to Adjusted EBITDA, reinforcing corporate performance linkage .
- No tax gross‑ups disclosed; clawback and hedging prohibitions strengthen alignment .
Risk Indicators & Red Flags
- Pledging: Not disclosed; hedging prohibited (mitigates misalignment risk) .
- Option repricing: Not disclosed; executives currently not receiving options .
- Related party transactions: Robust oversight structure (Strategic Review Committee, Audit Committee policy); Thermo-related agreements subject to majority‑of‑minority approvals .
Investment Implications
- Alignment: Ponder’s incentives notably track strategic regulatory achievements (terrestrial spectrum authority awards) and company‑level Adjusted EBITDA, supporting execution in licensing and infrastructure expansion central to C‑3 MSS and D2D growth .
- Retention risk: Absence of a formal employment agreement and modest severance (6–8 weeks) reduce company obligations; equity grants with near‑term vesting horizons and milestone awards help retention but imply potential insider selling pressure around vest dates (Dec 2025/Dec 2026) depending on pre‑clearance windows .
- Change‑of‑control economics: Single‑trigger plan acceleration of equity under the plan raises dilution risk but provides clean execution continuity; overall severance cash exposure is limited for Ponder .
- Governance quality: Strong say‑on‑pay support, formal clawback, hedging prohibitions, and majority‑of‑minority approvals for related party transactions reduce governance risk and support investor confidence .