Rebecca S. Clary
GlobalstarAbout Rebecca S. Clary
Rebecca S. Clary, age 46, is Globalstar’s Vice President and Chief Financial Officer (CFO) since August 2014, previously serving as Chief Accounting Officer (Jan 2013–Aug 2014) and Corporate Controller (Jun 2011–Jan 2013). She is a Certified Public Accountant and began her career in PricewaterhouseCoopers LLP’s U.S. Audit and Assurance Services Practice, reflecting deep expertise in financial reporting and controls . Company performance metrics relevant to pay-for-performance include 2024 Adjusted EBITDA of $134.3 million, net loss of $63.2 million, and cumulative TSR value of $398.08 for a fixed $100 investment over the disclosure horizon .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Globalstar, Inc. | Vice President & Chief Financial Officer | Aug 2014–present | Principal financial officer; oversight of financial reporting and controls (SOX certifications) |
| Globalstar, Inc. | Chief Accounting Officer | Jan 2013–Aug 2014 | Led accounting policy and reporting |
| Globalstar, Inc. | Corporate Controller | Jun 2011–Jan 2013 | Managed controllership; prepared timely SEC filings |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| PricewaterhouseCoopers LLP | Audit & Assurance (U.S. Practice) | Not disclosed | Built audit and assurance expertise applicable to SEC reporting |
Fixed Compensation
Cash compensation by calendar year (base salary) and annual bonus payouts (aligned to plan years):
| Metric | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|
| Base Salary ($) | 330,690 | 314,155 | 330,414 | 420,000 (effective Jan 1, 2025) |
| Annual Bonus Plan Year | Target Metric | Target Value | Actual Result | CFO Payout ($) | Payout Form/Timing |
|---|---|---|---|---|---|
| 2021 | Adjusted EBITDA | $28.2m | $32.7m | 100,000 | Cash paid Mar 2022 |
| 2022 | Adjusted EBITDA | Not disclosed | Not disclosed | 80,000 | Restricted stock; granted Mar 6, 2023; immediate vest |
| 2023 | Adjusted EBITDA | $108.4m | $116.7m | 145,000 | Shares paid Mar 2024 |
| 2024 | Adjusted EBITDA | $104.0m | $135.3m | 200,000 | Combination of shares and cash; paid Mar 2025 |
Notes:
- Annual bonus pool scales above/below target Adjusted EBITDA with 1% adjustments; payouts are discretionary per Compensation Committee .
- Globalstar’s clawback policy requires repayment of excess bonus if financial statements are restated reducing Adjusted EBITDA .
Performance Compensation
Annual bonus design and performance metrics:
| Plan Year | Metric | Weighting | Target | Actual | CFO Payout | Vesting |
|---|---|---|---|---|---|---|
| 2023 | Adjusted EBITDA | 100% | $108.4m | $116.7m | $145,000 | Shares; granted Mar 2024 (RSA); immediate vest for similar RSAs granted to NEOs |
| 2024 | Adjusted EBITDA | 100% | $104.0m | $135.3m | $200,000 | Combination of shares and cash; paid Mar 2025 |
Equity awards and vesting schedules (CFO-specific):
| Grant Date | Type | Shares | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| Mar 6, 2023 | RSA (bonus for 2022) | 68,966 | 80,000 | Immediate vest |
| Dec 7, 2023 | RSA (annual) | 120,000 | 176,400 | 1/3 on grant; 1/3 Dec 2024; 1/3 Dec 2025 |
| Mar 5, 2024 | RSA (bonus for 2023) | 7,268 | 145,000 | Immediate vest |
| Dec 27, 2024 | RSA (retention) | 5,426 | 175,000 | 50% Dec 2025; 50% Dec 2026 |
| Mar 27, 2025 | Performance RSU (market-based) | Target value $2,000,000 | — | Vests over 4 years upon sustained stock price tiers $30–$75 |
Program-level design features:
- Executive stock options are not currently granted; directors receive options as part of director compensation .
- Company hedging ban (short sales, options, frequent trading) for directors/officers/employees .
- Clawback policy adopted per SEC/Nasdaq, including misconduct and non-merit payouts .
Equity Ownership & Alignment
Beneficial ownership and outstanding awards:
| As-of Date (Record) | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| Apr 1, 2024 | 1,028,733 | <1% | Includes 80,000 shares via currently exercisable options |
| Mar 25, 2025 | 59,859 | <1% | Reverse split adjusted (1-for-15 effective Feb 11, 2025) |
Outstanding equity awards at 12/31/2024:
| Grant Date | Unvested Shares | Market Value ($) at 12/31/2024 |
|---|---|---|
| Nov 15, 2022 | 33,333 | 1,034,990 |
| Dec 7, 2023 | 2,668 | 82,841 |
| Dec 27, 2024 | 5,426 | 168,477 |
Policy alignment:
- Hedging is prohibited; no pledging disclosures were noted for executives .
- Equity compensation plan shares available increased in Feb 2025 by 2.5 million for future grants .
Employment Terms
| Topic | Terms |
|---|---|
| Employment agreement | At-will; no individual contract disclosed for Ms. Clary |
| Severance (RIF) | Lump sum equal to six to eight weeks’ base salary (upon release of claims) |
| Change-in-control (Plan) | Immediate vesting of unvested options and restricted shares if a change in control occurs; Compensation Committee may accelerate vesting |
| Potential payments (12/31/2024 assumption) | Immediate vesting of unvested RSAs: $1,286,319; Severance (RIF): $50,833; Life insurance proceeds on death: $663,000 |
| Clawback | Recovery of erroneously awarded comp upon restatement; recoupment for misconduct/non-merit awards |
| Insider trading | Trading windows and preclearance; no timing of grants around MNPI; no grants during blackout; compliance with securities laws |
Performance & Track Record
Company outcome metrics tied to compensation:
- 2024: Adjusted EBITDA $134,341,000; net loss $(63,164,000); cumulative TSR value $398.08 (initial $100 investment) .
- 2023: Adjusted EBITDA $116,717,000; net loss $(24,718,000) .
Say-on-pay and governance:
- Say-on-pay approval ~99% at 2023 annual meeting; next vote in 2026 .
- Controlled company status under Thermo; standard audit committee independence; SRC oversight for related-party transactions .
Compensation Structure Analysis
- Shift to performance equity: In Mar 2025, CFO granted market-based RSUs (target $2m) vesting on sustained stock price tiers $30–$75, increasing at-risk pay tied directly to shareholder value .
- Limited use of options for executives: Company does not currently grant stock options to executive officers, favoring RSAs/RSUs; reduces repricing risk and emphasizes full-value equity .
- Bonus linked to a single financial metric (Adjusted EBITDA): Clear linkage; plan scales payouts around target with 1% increments; CFO awards disclosed for 2023–2024 .
- Clawback and hedging restrictions: Strengthen pay discipline and reduce misalignment risk .
Related Party Transactions (context)
While not specific to Ms. Clary, Globalstar’s Thermo-related agreements present governance context: Thermo’s guaranty/warrants; headquarters lease; preferred stock dividends; lock-up/first-offer agreement; SRC oversight of related-party transactions .
Investment Implications
- Pay-for-performance alignment is tightening: CFO’s new market-based RSU grant introduces explicit stock-price hurdles ($30–$75), a potential catalyst for retention and shareholder alignment; monitor vesting thresholds for potential supply from equity settlement and insider trading windows .
- Execution signals in bonuses: EBITDA-targeted bonus outcomes ($145k for 2023; $200k for 2024) reflect operating progress; sustained Adjusted EBITDA growth supports payout mechanics and equity value narrative .
- Limited pledging/hedging and clawback protections reduce adverse trading behaviors, but low beneficial ownership (<1%) suggests modest personal economic exposure relative to total equity base .
- Event-driven risk: Plan’s immediate vesting upon change-in-control could accelerate equity; Thermo control and related-party frameworks (SRC oversight) are key governance variables for M&A scenarios and capital structure actions .