Admiral Eric T. Olson (Ret.)
Iridium CommunicationsAbout Admiral Eric T. Olson (Ret.)
Admiral Eric T. Olson (age 73) has served as an independent director of Iridium Communications since 2011. He retired from the U.S. Navy in 2011 as a full Admiral after 38 years, culminating as Commander of U.S. Special Operations Command overseeing 65,000+ personnel and an annual budget exceeding $10 billion; he holds a B.S. from the U.S. Naval Academy and an M.A. in National Security Affairs from the Naval Postgraduate School . He is President and Managing Member of ETO Group, LLC (independent national security consultancy) since September 2011 and previously served as CEO of Hans Premium Water (June 2019–May 2020) and adjunct faculty at Columbia University SIPA for seven years .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Special Operations Command | Commander (Head of SOCOM) | 2007–2011 | Led 65,000+ personnel; >$10B budget |
| ETO Group, LLC | President & Managing Member | Sep 2011–Present | Independent national security consultant |
| Hans Premium Water (private) | Chief Executive Officer | Jun 2019–May 2020 | CEO |
| Columbia University SIPA | Adjunct Faculty Member | 7 years | Academic engagement |
External Roles
| Company | Role | Committees |
|---|---|---|
| Under Armour, Inc. | Director | Chair – Corporate Governance & Sustainability Committee |
| Palladyne AI Corp. (f/k/a Sarcos Technology and Robotics) | Director | Chair – Compensation Committee; Member – Audit Committee |
Board Governance
- Independence: The Board affirmatively determined Admiral Olson is independent under Nasdaq standards; IRDM’s three key committees are fully independent .
- Committee assignments: Compensation Committee Chair; the committee met six times in 2024 .
- Attendance and engagement: The Board met four times in 2024; each director attended ≥75% of Board and applicable committee meetings. Independent directors hold executive sessions at the end of all regularly scheduled Board meetings .
- Risk oversight: Compensation Committee monitors whether pay programs encourage excessive risk; Audit Committee oversees major financial risk exposures; Nominating & Governance oversees governance and responsible business matters .
Fixed Compensation (Director)
| Component (2024) | Amount ($) |
|---|---|
| Fees Earned/Paid in Cash | 65,000 |
| Stock Awards (RSUs; grant-date fair value) | 215,000 |
| Dividend Equivalents (credited as RSUs) | 70,882 |
| Total | 350,882 |
Director compensation structure (2025 policy): Annual Board retainer $250,000 (paid as $200,000 in RSUs; remaining $50,000 cash or RSUs by election); committee chair retainers: Audit $40,000, Compensation $15,000, Nominating & Corporate Governance $10,000; committee member retainers: Audit $20,000, Compensation $7,500, Nominating & Corporate Governance $5,000; Government Advisory Committee retainer $15,000 in RSUs . Non-employee director annual limit: $700,000 total value (cash + stock based on grant-date fair value) .
Performance Compensation (Committee Oversight and Metrics)
IRDM’s 2024 annual incentive plan for executives (administered by the Compensation Committee chaired by Admiral Olson) used the following performance goals and weightings; the corporate performance factor achieved was 113%:
| Performance Goal | Target Weight | Excess Potential | Actual Weighted Achievement |
|---|---|---|---|
| Operational EBITDA (OEBITDA) | 65% | 0–65% sliding scale | 73% |
| Strategic Goals (product/service launches, U.S. government services, NB‑IoT) | 20% | 0–15% | 15% |
| Network & Quality Metrics (availability, config mgmt, EVMS, cybersecurity) | 15% | 0–10% | 25% |
| Total | 100% | Up to 90% | 113% |
- OEBITDA definition: EBITDA adjusted for share-based compensation, equity method income/loss, acquisition-related costs, and specific financing-related items, per plan terms .
- Independent compensation consultant: ClearBridge Compensation Group advised the committee on pay program design, peer group, and governance best practices .
- Compensation peer group (2024 decisions): 8x8 (EGHT), AeroVironment (AVAV), Axon (AXON), Bandwidth (BAND), Calix (CALX), Cogent (CCOI), Commvault (CVLT), EchoStar (SATS), Hexcel (HXL), Kratos (KTOS), Lumentum (LITE), Mercury Systems (MRCY), Nutanix (NTNX), Shenandoah Telecommunications (SHEN), Tenable (TENB), Viasat (VSAT) .
- Say‑on‑pay support: 94.3% approval at 2024 annual meeting, indicating strong shareholder support for pay program .
- Clawback policies: Board adopted Dodd‑Frank compliant clawback effective Oct 2, 2023; legacy 2019 policy remains in effect for prior compensation .
Other Directorships & Interlocks
| Company | Industry Overlap with IRDM | Noted Interlocks/Overlap |
|---|---|---|
| Under Armour, Inc. | Apparel/Consumer | None disclosed with IRDM; governance committee chair role external . |
| Palladyne AI Corp. | Robotics/AI | None disclosed with IRDM; compensation and audit roles external . |
Expertise & Qualifications
- Leadership: Former SOCOM commander; large-scale operational leadership and complex budget management .
- National security & government: Ongoing consultancy via ETO Group; relevant to IRDM’s government programs and SDA projects .
- Education: U.S. Naval Academy (B.S.); Naval Postgraduate School (M.A. in National Security Affairs) .
- Academic engagement: Adjunct faculty at Columbia University SIPA (seven years) .
Equity Ownership
| Ownership Item | Detail |
|---|---|
| Beneficial Ownership (Shares) | 134,177 shares; <1% of outstanding |
| Vested RSUs included in beneficial ownership | 124,907 shares |
| Stock Options outstanding (Dec 31, 2024) | 3,750 shares unexercised |
| Director RSU settlement mechanics | Vested but unsettled RSUs for non-employee directors release six months post service termination |
| Hedging/Pledging | Prohibited by IRDM Insider Trading Policy (no hedging; no pledging/margin) |
| Stock Ownership Guidelines | Non-employee directors: 4× annual cash retainer (currently $50,000); until compliant, must retain 50% of Net Profit Shares from awards |
Governance Assessment
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Strengths:
- Independent director with deep national security, leadership, and government experience aligned to IRDM’s customer base and risk profile .
- Active oversight as Compensation Committee Chair; robust use of OEBITDA and operational/strategic metrics; strong shareholder say‑on‑pay support (94.3%) .
- Investor-friendly policies: clawbacks, anti-repricing in equity plan, minimum vesting, director pay cap, prohibition on hedging/pledging .
- Board processes: independent chairman; regular executive sessions; committee independence .
-
Watchpoints:
- Multiple public board commitments (Under Armour, Palladyne AI) necessitate monitoring of workload, though IRDM Board/Comp Committee meeting cadence indicates engagement .
- No related-party transactions involving Admiral Olson were identified in the provided proxy sections; Audit Committee oversees and must approve any related person transactions per policy .
- Section 16(a) compliance was timely for officers/directors in 2024 (one late filing noted for principal accounting officer; not a director), indicating general adherence to reporting requirements .