Robert H. Niehaus
Iridium CommunicationsAbout Robert H. Niehaus
Robert H. Niehaus (age 69) has served on Iridium’s board since 2008 and as independent Chairman since 2009; he briefly served as CEO in 2009. He is founder and Co‑Managing Partner of GCP Capital Partners (formed in 2009 as successor to Greenhill Capital Partners), and previously was a Managing Director and COO in Morgan Stanley’s merchant banking group; he holds a BA from Princeton (Woodrow Wilson School) and an MBA from Harvard Business School (Baker Scholar). The board has affirmatively determined he is independent under Nasdaq rules, and further determined he qualifies as an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Iridium Communications Inc. | Director; Independent Chairman; CEO (brief) | Director since 2008; Chairman since 2009; CEO in 2009 | Independent board leadership; agenda-setting and coordination responsibilities as Chair |
| GCP Capital Partners LLC | Founder and Co‑Managing Partner | 2009–present | Successor to Greenhill Capital Partners; investment leadership |
| Greenhill Capital Partners (Greenhill & Co.) | Chairman; Chair of Investment Committee | 2000–2009 | Led merchant banking business formation and governance |
| Morgan Stanley & Co. | Managing Director, Merchant Banking; COO, Merchant Banking | MD 1990–1999; COO 1996–1998 | Vice Chairman/director of MS private equity funds; operational oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Zeta Global Holdings Corp. | Director | Current | Not disclosed in proxy |
| Private portfolio companies (GCP Capital Partners) | Director | Current | Not disclosed in proxy |
Board Governance
- Independence: The board affirmatively determined Niehaus is independent under Nasdaq listing standards; all three standing committees are fully independent.
- Board leadership: Iridium has an independent Chairman (Niehaus) who sets agendas, presides over meetings (including independent director sessions), and coordinates board–management responses on risk issues.
- Committee assignments: Niehaus is a member of the Audit Committee; he is not listed as a member of the Compensation or Nominating & Corporate Governance committees.
- Financial expertise: The board determined Niehaus qualifies as an “audit committee financial expert.”
- Attendance and engagement: Board met four times in 2024, and each director attended at least 75% of board and applicable committee meetings; independent directors hold executive sessions at the end of all regularly scheduled board meetings.
- Risk oversight: Committee chairs report material risk exposures to the board; the Chair coordinates board–management responses to problematic risk issues.
Committee Membership Snapshot (2024)
| Committee | Role | Meetings (2024) |
|---|---|---|
| Audit | Member | 4 |
| Compensation | — | 6 (committee total; Niehaus not a member) |
| Nominating & Corporate Governance | — | 3 (committee total; Niehaus not a member) |
Fixed Compensation
- Structure: Non‑employee director policy includes $250,000 annual board retainer (with $200,000 required in RSUs and up to $50,000 elective in cash/RSUs), plus incremental retainers for roles (Chairman $70,000; Audit Chair $40,000; Audit member $20,000; Compensation Chair $15,000/member $7,500; Nominating & Corporate Governance Chair $10,000/member $5,000). RSUs grant in January and vest on the first anniversary; dividend equivalents are credited in RSUs; non‑employee director compensation is capped at $700,000 per calendar year.
| 2024 Niehaus Director Compensation | Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 140,000 | Consistent with Chairman ($70,000) + Audit member ($20,000) + up to $50,000 elective cash from board retainer |
| Stock Awards (RSUs, grant‑date fair value) | 200,000 | Annual RSU portion of board retainer; vests in 1 year |
| All Other Compensation | 66,338 | Dividend equivalents credited in additional RSUs |
| Total | 406,338 | Sum of components for 2024 |
Performance Compensation
| Metric/Condition | Detail |
|---|---|
| Performance conditions tied to director pay | None disclosed; director equity is service‑based RSUs vesting after one year; dividend equivalents credited as RSUs |
| Plan constraints | Non‑employee director comp capped at $700,000 per calendar year (cash + grant‑date fair value of stock awards); minimum vesting of 12 months under Amended 2015 Plan (with up to 5% share reserve exempt) |
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Zeta Global Holdings Corp. | Technology/Marketing | Director | No Iridium‑specific interlock disclosed |
- Related party transactions policy: Audit Committee reviews and approves any related person transactions >$120k; considers independence impacts and best interests of stockholders. No Niehaus‑specific related transactions disclosed.
Expertise & Qualifications
- Deep finance and investment banking background (Morgan Stanley merchant banking MD/COO; Greenhill Capital Partners Chairman/IC Chair; GCP founder/Co‑Managing Partner).
- Recognized governance and financial oversight: audit committee financial expert designation.
- Telecommunications industry board experience; independent board leadership as Chairman.
- Education: BA, Princeton (Woodrow Wilson School); MBA, Harvard Business School, Baker Scholar.
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Shares beneficially owned (Mar 17, 2025) | 275,410 | As reported in beneficial ownership table |
| Ownership as % of shares outstanding | 0.25% | 275,410 / 108,732,964 shares outstanding (less than 1% in proxy) |
| RSUs outstanding (vested deferred + unvested) at Dec 31, 2024 | 122,012 | Aggregate RSUs outstanding; director RSUs may be settled six months after service termination |
| Stock options outstanding | — | No options listed for Niehaus; only Admiral Olson holds options |
- Director stock ownership guidelines: Non‑employee directors must hold at least 4x the annual cash retainer (retainer is currently $50,000), with retention of 50% of net profit shares until compliant; hedging and pledging of company securities is prohibited by policy. Compliance status for Niehaus not specifically disclosed.
Governance Assessment
-
Strengths: Independent Chairman with clear agenda‑setting authority; full independence of committees; Niehaus serves on Audit and is designated a financial expert; RSU‑heavy director pay aligns with shareholder returns; capped director compensation and 12‑month minimum vesting bolster governance quality; routine executive sessions and formal related‑party review policy reduce conflict risk.
-
Watch items: Very long tenure (director since 2008) can raise concerns about perceived independence over time (though board affirms independence); private equity affiliations via GCP could create potential transaction overlap—no related transactions disclosed, but continued monitoring via Audit Committee policy is prudent.
-
Attendance signal: Board met four times in 2024; each member achieved ≥75% attendance—adequate engagement, with independent‑only sessions at each meeting.