Kay N. Sears

About Kay N. Sears

Kay N. Sears (age 58) has served as an independent director of Iridium Communications since May 2022. She is Vice President and General Manager of Space, Intelligence & Weapon Systems at The Boeing Company (since Nov 2022), with prior senior leadership at Lockheed Martin Space and Intelsat General; she holds a B.S. in business/economics (University of Richmond) and an MBA in information systems (George Washington University). The Board cites her aerospace and defense expertise; she is scheduled to become Chair of Iridium’s Nominating & Corporate Governance Committee after the 2025 annual meeting .

Past Roles

External Roles

Board Governance

• Independence: Affirmatively determined independent under Nasdaq standards; all Board committees (Audit, Compensation, Nominating & Corporate Governance) are fully independent .
• Committees (2024) and meetings held:

  Committee	Sears Role	2024 Meetings
  Compensation Committee	Member	6
  Nominating & Corporate Governance (NGC)	Member (joined May 21, 2024), appointed Chair effective post-2025 AGM	3

• Attendance: Board met four times in 2024; each director attended ≥75% of Board and applicable committee meetings; independent directors hold executive sessions at every regularly scheduled Board meeting .
• Risk oversight: NGC monitors governance and responsible-business matters; Compensation reviews comp risk; Audit oversees financial risk and compliance .

Fixed Compensation

• Director compensation program (2024):

  Component	Amount (USD)	Notes
  Board annual retainer (member)	$250,000	$200,000 paid in RSUs; up to $50,000 elective cash or RSUs
  Chairman of the Board retainer	$70,000	In addition to member retainer
  Audit Committee Chair / Member	$40,000 / $20,000	Cash unless elected as RSUs
  Compensation Committee Chair / Member	$15,000 / $7,500	Cash unless elected as RSUs
  Nominating & Corporate Governance Chair / Member	$10,000 / $5,000	Cash unless elected as RSUs
  Government Advisory Committee Member	$15,000	RSUs only
  Non-employee director annual cap	$700,000	Cash + grant date fair value of equity under plan limit

• Kay N. Sears 2024 actual:

  Year	Fees Earned/Paid (Cash)	Stock Awards (Grant Date FV)	All Other Comp (Dividend Equivalents)	Total
  2024	$61,250	$200,000	$2,791	$264,041

  • Notes: Joined NGC on May 21, 2024; received prorated committee member retainer for 2024 .

Performance Compensation

• Structure: Non-employee director RSUs vest in full on the first anniversary of the January grant; directors may elect settlement timing (immediate at vest or deferred) .
• 2024 grant and vesting:

  Item	Detail
  Grant date	January 4, 2024 (program grants issued in January)
  RSU vesting	1-year cliff vest; prorated vesting on mid-year departures; full acceleration on death/disability
  RSUs outstanding at 12/31/2024 (Sears)	5,136 shares (unvested or vested & deferred)

Other Directorships & Interlocks

• Potential interlocks/conflicts: Sears is a senior Boeing executive; the Board affirmed her independence and found no material disqualifying relationship with Iridium .

Expertise & Qualifications

• Aerospace/defense executive leadership; oversight of national security space programs (GNSS, missile warning, protected communications) .
• National security telecom advisory experience (NSTAC) .
• Education: B.S. business/economics (University of Richmond); MBA, information systems (George Washington University) .

Equity Ownership

• Stock ownership guidelines: Non-employee directors must hold shares ≥4x annual cash retainer (currently $50,000) .
• Hedging/pledging policy: Hedging and pledging of Iridium securities are prohibited .

Governance Assessment

• Strengths:
  • Independence affirmed; serves on two key committees and will chair NGC—signals strong governance engagement and succession oversight .
  • High equity component in director pay (mandatory RSUs), ownership guidelines, and anti-hedging/pledging policies align directors with shareholders .
  • Compensation frameworks include plan-level protections: clawback/recovery, no option/SAR repricing without shareholder approval, minimum vesting, director award cap—reducing governance risk .
  • Compensation Committee uses an independent consultant (ClearBridge); committee report signed by Sears—supports process integrity .
  • Company’s say-on-pay support was strong (94.3% in 2024), indicating broader investor confidence in compensation governance .
• Watch items / potential red flags:
  • External executive role at Boeing could pose perceived conflict risk given Iridium’s government and aerospace ecosystem; however, the Board’s independence review found no material disqualifying relationship .
  • No specific related-party transactions involving Sears are disclosed in the provided materials; Iridium maintains a formal related-person transactions policy governed by the Audit Committee .
• Engagement:
  • Board and committees met regularly in 2024; directors met ≥75% attendance; independent director executive sessions occur at each regular Board meeting .

Overall, Sears brings deep aerospace/defense and national security credentials, with increasing governance responsibility (incoming NGC Chair). Her compensation and ownership structure support alignment; policy safeguards mitigate compensation and conflict risks .