Suzanne E. McBride
Iridium CommunicationsAbout Suzanne E. McBride
Suzanne E. McBride, age 56, is Iridium’s Chief Operations Officer (since February 2019) and a director (since May 2020). She has 30+ years in satellite/telecom, including roles at OneWeb (SVP; COO) and earlier at Iridium Satellite LLC and Motorola’s Satellite Communications Group, overseeing Iridium’s second‑generation launch program. She holds an MBA (University of Tennessee Executive Aerospace & Defense) and dual undergraduate degrees from Columbia University (Industrial Engineering) and Claremont McKenna College (Management Engineering) . Company performance underpinning pay-for-performance in her tenure includes operational EBITDA of $470.6M in 2024 (101% of target) , and 2023 record revenue of $790.7M (+10% y/y) and operational EBITDA of $463.1M (+9% y/y), with 2.279M subscribers (+14% y/y) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| OneWeb, Ltd. | Senior Vice President; Chief Operating Officer | SVP: 2016–Oct 2018; COO: Oct 2018–Jan 2019 | Senior operations leadership; company later filed Chapter 11 in Mar 2020 (context for sector risk) . |
| Iridium Satellite LLC | VP, Program Management Office & Launch Services; prior roles with increasing responsibility | 2007–2016 | Oversaw launch program for Iridium’s second‑generation constellation, core operational execution experience . |
| Motorola – Satellite Communications Group | Senior Engineer | 1990s | Engineering during original Iridium constellation build/launch and 2G/3G network deployments . |
External Roles
| Organization | Role | Public/Private | Start Year | Committee Roles |
|---|---|---|---|---|
| Skyworks Solutions, Inc. | Director | Public | 2022 | Not disclosed in IRDM proxy . |
| Descartes Labs | Director | Private | Prior service | Not disclosed . |
| Finite Carbon | Director | Private | Prior service | Not disclosed . |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % of Salary | Actual Bonus Paid ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 479,885 | 80% (approved Feb 2023) | 213,516 | 43,603 | 3,457,304 |
| 2023 | 449,492 | 80% (approved Feb 2023) | 117,962 | 91,439 | 3,360,970 |
| 2022 | 421,070 | 75% (approved Feb 2022) | 221,094 | 33,856 | 3,327,574 |
Additional fixed program features:
- Limited perquisites (financial counseling/tax prep; executive physicals/concierge medical tax-neutral) .
- No pension/SERP; no excise tax gross-ups .
Performance Compensation
2024 Annual Incentive Bonus Structure and Outcome
| Metric | Target Weighting | Actual Weighted Achievement | Notes |
|---|---|---|---|
| Operational EBITDA (OEBITDA) | 65% | 73% (101% of $466.0M target) | Stretch scale allowed up to +65% for ≥106.2% of target; zero below 97.6% . |
| Strategic Goals | 20% | 15% | New product/service launches; NB‑IoT capability; U.S. gov services; stretch for gov contract fees/human capital/acquisition integration . |
| Network & Quality Metrics | 15% | 25% | Service availability, configuration management, EVMS implementation; stretch for cybersecurity . |
| Corporate Performance Factor | — | 113% | Rounded per plan . |
| Individual Performance Factor | — | 100% | Approved by Compensation Committee . |
2024 bonus mechanics: 60% of target delivered as “Bonus RSUs” (vested Mar 2, 2025 on certification); any bonus above the RSU grant value paid in cash; forfeiture of excess RSUs if performance under target .
| Item | Value |
|---|---|
| Target bonus opportunity ($) | $383,908 (derived from salary × 80%) |
| 60% in Bonus RSUs (grant-date value) | $220,300 |
| Bonus RSUs granted (#) | 7,415 (at $29.71 on Mar 1, 2024) |
| Corporate perf. × individual factor | 113% × 100% |
| RSUs vested (#) | 7,415 |
| Cash bonus paid ($) | $213,516 |
| Actual bonus earned ($) | $433,816 (cash + RSU grant value) |
Long-Term Equity Incentives
| Grant Type | Grant Date | Target Shares | Max Shares | Performance Period | Payout/Certification | Vesting After Certification |
|---|---|---|---|---|---|---|
| Performance RSUs (2024) | 3/1/2024 | 42,073 | 84,146 | FY2024–FY2025 | Q1 2026 (Comp Committee certifies) | 50% upon certification; 50% service vest to 3/1/2027 . |
| Performance RSUs (2023) | 3/1/2023 | Not stated in SCT; target scale 50%/100%/150% for 7%/9%/11% service rev growth | — | FY2023–FY2024 | Certified Feb 2025: 8.3% average growth → 82.7% earned | 50% vested 3/1/2025; remainder vests by 3/1/2026 . |
| Service-based RSUs (2024) | 3/1/2024 | 42,073 | — | — | — | 34% on first anniversary; remaining 66% in 8 equal quarterly installments . |
Program features:
- Three-year vesting adopted for service RSUs starting 2024 (shift from four-year; aligned with peers per ClearBridge) .
- Performance RSUs use two-year periods; payout sliding scale; historically emphasize long-term performance alignment .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 153,215 shares; less than 1% of shares outstanding (based on 108,732,964 shares) . |
| Options outstanding | 27,154 exercisable; $23.15 strike; expires 3/1/2029 . |
| Unvested service RSUs (as of 12/31/2024) | 1,305 (2021 grant, fully vested 3/1/2025) ; 10,019 (2022 grant) ; 11,417 (2023 grant) ; 42,073 (2024 grant) . |
| Unvested performance/bonus RSUs (as of 12/31/2024) | 42,073 (2024 performance RSUs, pending 2026 certification) ; 7,415 (2024 Bonus RSUs, vested Mar 2, 2025) . |
| Ownership guidelines (EVP level, includes COO) | 2× annual base salary; unvested RSUs and unexercised options do not count . |
| Compliance status | All currently employed NEOs subject to guidelines were in compliance as of the 2025 record date . |
| Hedging/pledging | Prohibited by company policy . |
Vesting windows likely to affect near-term supply/liquidity:
- Bonus RSUs vested Mar 2, 2025 (7,415 shares subject to tax settlement mechanics) .
- 2024 service RSUs: 34% vest on Mar 1, 2025; balance quarterly thereafter through 2027 .
- 2024 performance RSUs: half vest post-certification in Q1 2026; remainder service vest to Mar 1, 2027 .
Employment Terms
| Term | Key Provisions |
|---|---|
| Agreement & role | Employment agreement entered 2019; COO . |
| Target bonus | Increased from 60% to 75% (Feb 2022) and to 80% (Feb 2023) of salary; actual determined by Committee versus goals . |
| Non-compete/non-solicit | 1 year post-termination; applies during employment and for one year after separation . |
| Severance (no CIC) | 12 months base salary; pro rata bonus at target; 12 months health benefits (footnote (6)). |
| Severance (with CIC) | Estimated total $5,273,664 (as of 12/31/2024, at $29.02 stock price) (footnote (7) components include immediate vesting of outstanding equity awards at target for performance RSUs). |
| Death | Estimated total $3,577,382; includes immediate vesting of Bonus RSUs, target-level vesting of 2023/2024 performance RSUs, and non-performance equity (footnote (5)). |
| Clawback | SEC/Nasdaq-compliant recovery policy effective Oct 2023; applies to cash/equity for restatements; prior 2019 policy remains for earlier comp . |
| Perquisites | Limited; no excise tax gross-ups; no pension/SERP . |
Board Governance
- Board service: Director since May 2020; not independent by virtue of executive status .
- Dual-role implications: Executive directors (including McBride) do not serve on Audit/Compensation/Nominating committees, which are 100% independent; this mitigates independence concerns relative to CEO/Chair duality risks, and Iridium’s Chair is independent (Robert H. Niehaus) .
- Board meetings: The Board met 4 times in 2024; all directors attended ≥75% of meetings; executive sessions of independent directors at each meeting .
Director Compensation (Non-Employee Directors)
| Component | Annual Amount | Form |
|---|---|---|
| Board retainer | $250,000 | $200,000 in RSUs; $50,000 in cash or RSUs at director election . |
| Chairman of the Board | $70,000 | Cash (or RSUs if elected) . |
| Audit Committee member | $20,000 | Cash (or RSUs if elected) . |
| Compensation Committee member | $7,500 | Cash (or RSUs if elected) . |
| Nominating & Corporate Governance Committee member | $5,000 | Cash (or RSUs if elected) . |
| Committee Chair adders | Audit $40,000; Compensation $15,000; Nominating $10,000 | Cash (or RSUs if elected) . |
| Government Advisory Committee | $15,000 | RSUs . |
Note: Only non‑employee directors are eligible for this program; McBride is an employee director and not independent .
Compensation Structure Analysis
- Equity-heavy mix: In 2024, ~71% of NEO total direct target compensation was long‑term equity; CEO 78%; mix split 50% service RSUs and 50% performance RSUs .
- Annual bonus partially in equity: 60% of target paid as RSUs with vest contingent on corporate goal achievement and continued service, aligning pay with stockholder interests .
- Options de-emphasized: Iridium has not granted stock options to employees/directors since 2019; equity awards now primarily RSUs .
- Pay-for-performance: 2024 bonus payout at 113% of target driven by achieving 101% of OEBITDA target and strategic/operational goals .
Risk Indicators & Red Flags
- Hedging/pledging prohibited for executives and directors (reduces misalignment risk) .
- No excise tax gross-ups; no pension/SERP (shareholder-friendly) .
- OneWeb’s Chapter 11 (March 2020) is part of McBride’s prior company context, not an Iridium issue; indicates sector cyclicality risk .
- Clawback policy implemented (Oct 2023), enhancing accountability .
Compensation Peer Group & Consultant
- The Compensation Committee uses peer data and engaged ClearBridge Compensation Group LLC in 2024 to guide executive/director compensation; 3‑year vesting shift aligned to peer practice .
Say-on-Pay & Shareholder Feedback
- The CD&A outlines Committee’s consideration of the 2024 advisory vote on NEO compensation; specific percentages not disclosed in the cited sections .
Work History & Qualifications
- Education: MBA (UT Executive Aerospace & Defense); undergrad degrees from Columbia and Claremont McKenna .
- Technical/Operational expertise: Satellite engineering, constellation launches, operations leadership; extensive telecom/satellite experience .
- Public company board: Skyworks Solutions director since 2022 .
Equity Award Vesting Schedule Detail (as of 12/31/2024)
| Award | Shares | Next Vesting Milestones |
|---|---|---|
| Service RSUs (2021 grant) | 1,305 | Fully vested March 1, 2025 . |
| Service RSUs (2022 grant) | 10,019 | 25% at first anniversary; remaining 75% in 12 quarterly installments thereafter (subject to continued service or “sum of 70” retirement) . |
| Service RSUs (2023 grant) | 11,417 | Same schedule as 2022 grant . |
| Service RSUs (2024 grant) | 42,073 | 34% at first anniversary; remaining 66% in 8 equal quarterly installments thereafter . |
| Bonus RSUs (2024) | 7,415 | Vested March 2, 2025 upon performance certification . |
| Performance RSUs (2024) | 42,073 (target; 84,146 max) | Certification Q1 2026; 50% vest at certification; 50% vest by Mar 1, 2027 . |
| Options (exercisable) | 27,154 @ $23.15 | Expiration March 1, 2029 . |
Employment Terms – Potential Payments (as of 12/31/2024)
| Scenario | Estimated Total ($) | Components |
|---|---|---|
| Death | 3,577,382 | Immediate vesting of Bonus RSUs; performance RSUs (2023/2024) at target; non‑performance equity vest (footnote (5)). |
| Termination without cause / for good reason (no CIC) | 885,056 | 12 months base salary; pro rata bonus at target; 12 months health benefits (footnote (6)). |
| Termination within CIC window | 5,273,664 | Cash severance; immediate vesting of outstanding equity at target for performance RSUs (footnote (7)). |
Board Service History, Committee Roles, Dual-Role Implications
- McBride has served on Iridium’s Board since May 2020; as an executive director she is not independent .
- Audit, Compensation, and Nominating & Corporate Governance Committees are fully independent; current committee memberships and chair roles are held by independent directors, not executive directors .
- Board leadership: Independent Chairman (Niehaus); independent director executive sessions at each meeting—supports governance independence despite executive directors on the Board .
Investment Implications
- Alignment and retention: Equity-heavy mix, mandatory ownership guidelines (2× salary for EVPs), and prohibition on hedging/pledging align incentives; compliance confirmed for NEOs at record date .
- Upcoming vesting supply: March 2025 vesting (Bonus RSUs and 34% of 2024 service RSUs) followed by quarterly vesting through 2027, plus potential Q1 2026 performance RSU certification—monitor vest-related tax sales around these windows for near-term trading color .
- Pay-for-performance linkage: 2024 bonus paid at 113% driven by OEBITDA outperformance and operational metrics; long‑term PSUs tied to two‑year service revenue growth and company goals—suggests continued discipline on performance hurdles .
- Downside protection/overhang: No excise tax gross-ups or pension/SERP; severance terms are moderate (12 months salary, pro‑rata bonus at target for McBride), limiting shareholder-unfriendly overhang while still supporting retention .
Note: Insider Form 4 trading activity is not detailed in the proxy; evaluate Form 4 filings around vesting/certification dates for incremental selling pressure signals. Policy prohibits hedging/pledging, which reduces alignment risks .