Timothy E. Taylor
GlobalstarAbout Timothy E. Taylor
Timothy E. Taylor, age 43, has served on Globalstar’s Board since 2018 and is a Class B director with a term expiring in 2026. He is Vice President, Finance, Business Operations and Strategy at Globalstar and a Partner at The Thermo Companies, bringing operational and finance expertise; the Board does not classify him as independent. He currently serves on the Strategic Review Committee of the Board.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Globalstar, Inc. | Vice President, Finance, Business Operations and Strategy | 2010–present | Operational leadership and strategic finance support |
| The Thermo Companies | Partner | 2010–present | Affiliate of controlling stockholder; related-party exposure oversight via Strategic Review |
| Brown Brothers Harriman | Associate, M&A Group | Prior to 2010 | Transaction experience |
| Thermo Communications Funding | Board Member | 2014–2024 | Private affiliate board; Thermo network |
| Birch Investment Partners, LLC (Timberland Cabinets) | Board Member | 2017–present | Private company board |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Birch Investment Partners, LLC (dba Timberland Cabinets) | Board Member | 2017–present | Private company; not a public directorship |
| Thermo Communications Funding | Board Member | 2014–2024 | Private affiliate of Thermo; not a public directorship |
Board Governance
- Committee assignments: Strategic Review Committee member; not a chair. The Strategic Review Committee met 5 times in 2024 and has exclusive oversight/approval over significant transactions and all Thermo-related party transactions above $250,000, among other powers.
- Independence: The Board determined only Cowan, Hasler and Wolff are independent; Taylor is not independent (dual role as Globalstar VP and Thermo partner). Globalstar is a “controlled company” under Nasdaq rules, limiting certain independence requirements.
- Attendance: The Board met 8 times in 2024; each director attended at least 75% of Board and relevant committee meetings. No directors attended the 2024 annual meeting (no attendance policy).
- Governance structure: Audit Committee comprised entirely of independent directors and chaired by Hasler (audit committee financial expert). Compensation and Nominating committees include Monroe (Thermo) and/or other non-independent directors, elevating minority protection importance of Strategic Review.
Fixed Compensation
| Component (2024) | Amount | Detail |
|---|---|---|
| Annual Cash Retainer | $50,000 | Paid quarterly to each director |
| Equity – RSAs (Annual) | Included in $111,500 stock awards | January grant; cliff vest after 1 year |
| Equity – Options (Annual) | $187,000 | Options granted each January; vest 1/3 annually over 3 years |
| Strategic Review Committee RSAs | Included in $111,500 stock awards | 3,333 RSAs each May for SRC members; 1-year cliff vest |
| Total Director Compensation (2024) | $348,500 | Fees + stock awards + options |
2024 award detail (Taylor-specific):
| Grant Type | Grant Date | Quantity | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| 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 | 1-year cliff vest |
| RSAs (SRC) | May 10, 2024 | 3,333 | $18.45 per share | 1-year cliff vest |
Outstanding director awards at 12/31/2024 (Taylor):
| Metric | Quantity |
|---|---|
| Unvested RSAs | 1,782 |
| Outstanding Options | 6,666 |
Performance Compensation
- Director awards are time-based (RSAs and options); no performance-based metrics disclosed for directors.
- As a Globalstar VP, Taylor may be eligible under the Company’s annual bonus plan, which sizes the bonus pool using Adjusted EBITDA; 2024 plan target $104.0 million vs actual $135.3 million, producing an aggregate pool ≈$2.7 million. Individual VP awards were at Compensation Committee discretion; Taylor’s specific payout was not disclosed.
2024 company performance metric used for bonus pool:
| Metric | Target | Actual | Outcome |
|---|---|---|---|
| Adjusted EBITDA ($) | $104.0 million | $135.3 million | Bonus pool ≈$2.7 million |
Policies affecting incentive risk:
- Hedging prohibition for directors/officers/employees (short sales, derivatives).
- Clawback policy adopted under SEC/Nasdaq 10D-1 for executive incentive compensation; misconduct recoupment permitted.
Other Directorships & Interlocks
| Director/Entity | Interlock/Transaction | Relevance |
|---|---|---|
| Thermo (controlling stockholder) | Strategic Review Committee oversight of Thermo-related transactions; Thermo Guaranty and warrant; lock-up/right of first offer with Apple | Heightened related-party governance; minority protections applied |
| Thermo Covington, LLC | Headquarters lease (10-year; $1.6 million paid in 2024) | Ongoing related-party arrangement under Thermo |
| Thermo Development, Inc. | $500,000 land purchase at cost for gateway location | Related-party transaction |
| Thermo Series A Preferred | $136.7 million liquidation preference; $9.7 million dividends in 2024 | Capital structure influence; cash outflows to Thermo |
Expertise & Qualifications
- Skills: CEO/executive experience; telecommunications; accounting/finance; global business; strategic planning/M&A.
- Operational background: Finance and strategy leadership at Globalstar; prior M&A at Brown Brothers Harriman.
Equity Ownership
| Ownership Item | Amount | Notes |
|---|---|---|
| Total Beneficial Ownership | 571,826 shares; <1% of shares outstanding | As of record date March 25, 2025 |
| Shares via Thermo Investments III LLC | 372,910 | Included in beneficial ownership |
| Options Exercisable within 60 Days | 35,997 | Included in beneficial ownership calculation |
| Unvested RSAs (director awards) | 1,782 | At 12/31/2024 |
| Outstanding Options (director awards) | 6,666 | At 12/31/2024 |
| Shares Outstanding (reference) | 126,582,094 | For % calculation context |
No pledging or ownership guideline disclosures for directors were found. Hedging is prohibited by policy.
Governance Assessment
- Independence and conflicts: Taylor is not independent and holds an operating VP role while serving on the Board; he is also a Thermo partner. His placement on the Strategic Review Committee (which controls approval of Thermo-related transactions and other major corporate actions) is a structural safeguard for minority investors but underscores conflict risk given Thermo’s pervasive related-party dealings.
- Related-party exposure: Multiple transactions with Thermo (HQ lease, land purchase, preferred dividends, Thermo Guaranty and warrant, lock-up/ROFO) heighten governance risk; SRC oversight and “Majority of the Minority” voting requirements partially mitigate.
- Director compensation alignment: Mix is split between modest cash retainers and equity (RSAs/options), creating alignment but awards are time-based, not performance-conditioned; incremental RSAs for SRC members add compensation linked to committee service.
- Attendance and engagement: Board met 8 times in 2024 with ≥75% attendance for each director; no directors attended the 2024 annual meeting (no attendance policy), which could be viewed as a modest engagement gap.
- Minority protections: The Certificate requires Minority Directors elected by non-Thermo shareholders when Thermo holds ≥45%; SRC must recommend certain Board actions and review Thermo transactions; recent shareholder approvals sought for Thermo-related amendments indicate process adherence.
- Say-on-pay signal: 2023 say-on-pay support was ~99%, indicating broad shareholder acceptance of compensation practices for executives; not specific to directors, but reflects overall investor confidence at that time.
RED FLAGS
- Not independent; dual role as Globalstar VP and Thermo partner.
- Extensive related-party flow with Thermo (leases, land, preferred dividends, guaranty/warrants), requiring vigilant SRC oversight and minority approvals.
- Compensation committee includes non-independent director (Monroe), increasing reliance on SRC and minority vote protections.