Monique S. Shivanandan
Iridium CommunicationsAbout Monique S. Shivanandan
Monique S. Shivanandan (age 61) was appointed as an independent director of Iridium Communications Inc. on June 17, 2025, with an initial term through the 2026 annual meeting; she will serve on the Compensation Committee. She is Group Chief Data & Analytics Officer at HSBC (since May 2023), and formerly HSBC Chief Information Security Officer (2020–2023), with prior senior technology leadership roles at Chubb, Aviva, Capital One, BellSouth, and BT; she holds a BS in Industrial Engineering from Lehigh University . The Board determined she is independent under Nasdaq standards; no related-party transactions were identified under Item 404(a) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| HSBC Holdings plc | Group Chief Data & Analytics Officer | May 2023 – present | Enterprise data and analytics leadership |
| HSBC Holdings plc | Chief Information Security Officer | Jul 2020 – May 2023 | Led global cybersecurity program |
| Chubb Group of Insurance Companies | Group Chief Information Officer | 2017 – 2020 | Enterprise technology leadership |
| Aviva plc | Chief Information Officer | Prior to 2017 (years not specified) | Enterprise technology leadership |
| Capital One Financial Corp. | Chief Technology Officer | Prior to Aviva | Led technology functions |
| BellSouth; BT Group plc | Technology roles | Early career | Telecommunications domain experience |
External Roles
| Organization | Role | Tenure | Committees/Focus |
|---|---|---|---|
| Sepio (cybersecurity asset risk mgmt; private) | Chairwoman of the Board | Current | Board leadership |
| Network International (public; digital commerce) | Director | 2021 – 2024 | Audit; Risk & Tech; Compensation committees |
| J.P. Morgan Securities (board of managers) | Member | 2014 – 2018 | Audit; Risk; Nominations committees |
Board Governance
- Independence and appointment: Independent director under Nasdaq rules; appointed June 17, 2025; Board size increased to eleven; initial term to 2026 annual meeting; assigned to Compensation Committee .
- Committee composition and independence: Iridium’s standing committees (Audit, Compensation, Nominating & Corporate Governance) are composed entirely of independent directors per the company’s governance disclosures .
- Executive sessions: Independent directors meet in executive session at the end of all regularly scheduled Board meetings .
- Attendance: No attendance record disclosed yet for Ms. Shivanandan due to recent appointment (mid-2025) .
- Related-party transactions: Company reports none for Ms. Shivanandan under Item 404(a) (no related-party exposure identified) .
- Risk oversight and policies relevant to directors: Company maintains an insider trading policy prohibiting hedging and pledging by directors and executives ; compensation clawback policies adopted in 2019 and updated in October 2023 apply to incentive compensation under applicable rules .
Fixed Compensation
Iridium’s 2025 Non‑Employee Director Compensation framework (full-year rates; pro‑rated for mid‑year appointments unless otherwise determined):
| Component | Amount | Form/Notes |
|---|---|---|
| Annual Board retainer | $250,000 | $200,000 in RSUs; remaining $50,000 paid in cash or, at director’s election, RSUs |
| Compensation Committee member retainer | $7,500 | Cash unless director elects RSUs |
| Audit Committee member retainer | $20,000 | Cash unless director elects RSUs |
| Nominating & Corporate Governance (NGC) member retainer | $5,000 | Cash unless director elects RSUs |
| Chair retainers (if applicable) | Board Chair $70,000; Audit Chair $40,000; Comp Chair $15,000; NGC Chair $10,000 | Cash unless director elects RSUs |
| Government Advisory Committee retainer (if applicable) | $15,000 | Paid in RSUs |
| Annual limit on non‑employee director comp | Maximum $700,000 in total value (cash plus equity) per director per calendar year | Equity valued at grant‑date fair value |
For Ms. Shivanandan (Compensation Committee member), the plan implies a baseline of $250,000 retainer (80% equity default) plus $7,500 committee retainer on a pro‑rated basis for 2025, subject to her election for cash vs. RSUs on the non‑equity portion .
Performance Compensation
- Non‑employee director retainers are primarily delivered as time‑based RSUs; no performance metrics are disclosed for director grants under the standard program .
- Iridium’s equity plan contains clawback provisions and change‑in‑control treatment, but these are plan‑level mechanics rather than director‑specific performance metrics .
Other Directorships & Interlocks
| Company | Relationship to IRDM | Interlock/Conflict Consideration |
|---|---|---|
| HSBC (executive role) | Customer/supplier relationships with IRDM not disclosed | Company states no related‑party transactions for Ms. Shivanandan under Item 404(a) . Continue to monitor for business dealings that could require future disclosure. |
| Sepio (private, chair) | No disclosed relationship with IRDM | No Item 404(a) transactions disclosed . |
| Network International (former public director) | Ended 2024 | Historical service; no IRDM interlock indicated |
| J.P. Morgan Securities (former board of managers) | Historical | No IRDM interlock indicated |
Expertise & Qualifications
- Deep cybersecurity leadership (former CISO, HSBC) and enterprise technology leadership (CIO/CTO roles across financial services and insurance) .
- Data governance/analytics expertise (current Group Chief Data & Analytics Officer at HSBC) .
- Telecommunications background (BellSouth, BT), relevant to IRDM’s satellite communications domain .
- Prior public company board experience and committee leadership across audit, risk, technology, compensation, and nominations .
Equity Ownership
| As-of Date | Beneficial Ownership | Form | Notes |
|---|---|---|---|
| June 17, 2025 | 0 shares | Form 3 initial statement | “No securities are beneficially owned” upon joining the Board |
- Director stock ownership guidelines: Non‑employee directors are expected to hold stock equal to 4× the annual cash retainer (retainer currently referenced as $50,000 in the guideline framework), implying a $200,000 ownership target; retention requirements apply until met .
- Hedging/pledging: Prohibited for directors under the insider trading policy .
Governance Assessment
-
Positives:
- Independence affirmed; no related‑party transactions identified under Item 404(a) .
- Adds scarce, high‑relevance expertise in cybersecurity and data governance to the Board; assigned to the Compensation Committee, which benefits from risk-aware technology leadership .
- Equity‑heavy director pay (default $200,000 in RSUs) aligns incentives with shareholders; director award caps limit excess .
- Strong guardrails: anti‑hedging/pledging policy and updated clawback framework .
- Board governance context: independent Chair; fully independent committees; routine executive sessions . Say‑on‑pay support has been strong (e.g., ~94.3% approval in 2024), signaling shareholder confidence in compensation governance .
-
Watch items:
- Time/attention risk from concurrent senior executive role at HSBC; monitor meeting attendance and engagement as disclosures become available .
- As a mid‑year appointee, equity ownership starts at zero; monitor progress toward stock ownership guidelines over time .
Director-Specific Snapshot
| Item | Detail |
|---|---|
| Appointment date | June 17, 2025 |
| Independence | Independent under Nasdaq standards |
| Committee assignment(s) | Compensation Committee (member) |
| Initial Form 3 | Filed; 0 shares beneficially owned at appointment |
| Director pay structure (2025) | $250k annual retainer (default $200k RSUs + $50k cash/RSUs); $7.5k Compensation Committee member retainer; additional fees if appointed to other committees/Chair roles; plan limit $700k per director/year |
| Policies | Anti‑hedging/pledging; clawback policies in place |