Kathleen A. Morgan

About Kathleen A. Morgan

Kathleen A. “Kathy” Morgan, 57, is Chief Legal Officer (CLO) of Iridium Communications and Corporate Secretary, a role she has held since January 2022 after serving as Vice President, Corporate Law at Iridium Satellite LLC since 2008; earlier roles included Assistant General Counsel/Plan Administrator at Teleglobe USA, Assistant Corporate Counsel at MCI, and corporate/securities attorney at Dickstein Shapiro. She holds a JD from Georgetown University and a BSBA (honors) from the University of North Carolina at Chapel Hill . During her tenure as CLO, Iridium’s 2024 revenue grew 5% to $830.7M (from $790.7M in 2023) and OEBITDA rose 2% to $470.6M (from $463.1M), while the company’s $100 TSR value moved from 167.05 (2023) to 117.78 (2024) amidst market volatility . Shareholders have supported Iridium’s executive pay program, with 94.3% approval in 2024 say‑on‑pay, indicating broad endorsement of pay design and alignment .

Past Roles

External Roles

Fixed Compensation

• Executive program design (applies to executive officers):
  • Base salary reviewed annually; meaningful portion of target pay at-risk .
  • Annual bonus structure: 60% of target bonus delivered as RSUs that vest only if corporate/individual goals are achieved and service continues to the March vest date (remainder and any above‑target payout in cash; capped at 200% of target) .
  • Strong governance features: clawback policy effective Oct 2023; no excise tax gross‑ups; limited perquisites; no defined benefit pension/SERP .

Performance Compensation

Iridium’s program emphasizes financial performance (OEBITDA) and strategic/operational goals, with multi‑year performance RSUs to reinforce long‑term value creation.

• 2024 annual incentive outcome: Executive officers received 113% of target based on achieving 101% of the OEBITDA goal plus partial attainment of strategic/operational goals (structure: 65% weighting to OEBITDA; individual performance factor 0–150%; overall cap 200%) .

Vesting schedules (key instruments):

• Bonus RSUs (60% of target bonus): Granted March 1; vest in early March of the following year upon committee certification and continued service (2024 grants vested March 2025) .
• Performance‑based RSUs (multi‑year): Two‑year performance period; upon certification, 50% vests then, remaining 50% vests on the third anniversary of grant, subject to service; unearned awards can vest at target upon certain corporate transactions if not assumed .
• Service‑based RSUs: Typically ratable vesting over three years; standard change‑in‑control protections via equity plan provisions .

Equity Ownership & Alignment

Note: The proxy’s detailed beneficial ownership table enumerates directors and named executive officers; the CLO’s individual shareholdings were not separately itemized. Iridium’s insider trading policy governs trading windows; vesting events in early March often result in tax‑withholding share settlements, which can create predictable, modest supply events .

Employment Terms

• Severance and CoC economics (program‑level disclosures):
  • Cash severance levels are represented as “reasonable,” not exceeding 2× salary plus annual incentive; no excise tax gross‑ups; limited perquisites; standard one‑year non‑compete appears in NEO agreements reviewed (CLO‑specific contract terms not disclosed) .
  • Equity treatment on change‑in‑control is governed by the equity plan: if not assumed/continued, full acceleration (performance awards at target or measured actual); otherwise, no automatic single‑trigger acceleration is indicated .
• Officer exculpation: Stockholders to vote on amending the certificate of incorporation to extend Delaware’s officer exculpation to certain officers (including chief legal officer) for duty‑of‑care claims in direct suits, aligning with recent DGCL updates (exclusions for loyalty, bad faith, derivative claims remain) .

Performance & Track Record (Company context while CLO)

• Pay and performance linkage: 2024 bonuses paid at 113% of target (OEBITDA at 101% of target; partial strategic/operational goal attainment), consistent with plan design emphasizing financial rigor .
• Shareholder feedback: 94.3% say‑on‑pay approval at the 2024 annual meeting supports current program alignment and design .

Compensation Committee & Governance Notes

• Independent compensation consultant: ClearBridge Compensation Group engaged by the Compensation Committee in 2024 .
• Executive stock ownership and anti‑hedging/pledging: Long‑standing policies strengthen alignment; minimum vesting and no‑repricing provisions in the equity plan are shareholder‑friendly .
• Clawback enhanced (Oct 2023): Applies to cash and equity upon material restatements; prior 2019 policy continues for earlier compensation .

Investment Implications

• Pay‑for‑performance alignment: Heavy OEBITDA weighting and multi‑year performance RSUs (two‑year performance plus service tail) support long‑term value creation and curb windfalls; strong say‑on‑pay support reduces policy‑change risk .
• Selling pressure watchpoints: RSU vesting and annual bonus RSU certifications occur in early March, often leading to tax‑withholding share settlements; monitor Form 4 filings around these dates for any incremental supply signals .
• Retention and governance: Ownership guideline of 2× salary for EVPs (including CLO), prohibition on hedging/pledging, and minimum vesting promote retention and alignment; proposed Delaware officer exculpation could marginally improve executive risk tolerance and retention without weakening accountability due to clawbacks and existing exclusions .
• Risk controls: No excise tax gross‑ups, no pension/SERP, plan prohibits repricing, and clear CIC treatment reduce governance red flags and “pay for failure” risk .