Thomas C. Canfield
Iridium CommunicationsAbout Thomas C. Canfield
Independent director at Iridium Communications since 2008; age 69. Currently Senior Vice President, General Counsel and Secretary of Spirit Airlines, Inc. (since 2007); Spirit and certain subsidiaries filed for Chapter 11 in November 2024. Background includes senior legal and operating roles across telecom and aviation; Board cites his management experience and familiarity with technology company boards as key credentials. Independent under Nasdaq standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Spirit Airlines, Inc. | SVP, General Counsel & Secretary | 2007–present; note Chapter 11 filing Nov 2024 | Senior legal leadership; ongoing public company officer role |
| Point Blank Solutions, Inc. | General Counsel & Secretary | 2006–2007 | Legal leadership at defense manufacturer |
| AT&T Latin America Corp. (FirstCom) | CEO & Plan Administrator; previously General Counsel & Secretary | CEO/Plan Admin 2004–2007; GC 1999–2004 | Led post-transaction/plan administration; telecom operations in Latin America |
| Debevoise & Plimpton LLP | Counsel (New York) | Prior to 1999 | Corporate law practice |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Spirit Airlines, Inc. | SVP, General Counsel & Secretary | 2007–present | Spirit and certain subsidiaries filed voluntary Chapter 11 in Nov 2024 |
| Public company directorships (current) | — | — | None disclosed for Canfield |
Board Governance
- Independence: Board affirmatively determined Canfield is independent under Nasdaq listing standards; all three standing committees are 100% independent.
- Committees (2024): Audit Committee (member); Nominating & Corporate Governance Committee (member). Not a chair.
- Board/Committee meetings (2024): Board met 4x; Audit 4x; Compensation 6x; Nominating & Corporate Governance 3x. Each director attended ≥75% of aggregate Board and committee meetings.
- Risk oversight: Audit oversees financial/reporting and related-person transactions; Nominating & Corporate Governance oversees governance and responsible business topics; Compensation monitors compensation risk; independent Chairman leads agenda/exec sessions each regular meeting.
- Other public boards: None listed for Canfield.
Fixed Compensation (Non-Employee Director)
| Component | 2024 Policy/Amount | Canfield 2024 Actual |
|---|---|---|
| Board annual retainer | $250,000 (of which $200,000 paid in RSUs; up to $50,000 elective in cash or RSUs) [policy] | Elected RSUs; no cash fees shown |
| Audit Committee member | $20,000 (cash by default; elective RSUs) [policy] | Included in RSU election (see below) |
| Nominating & Corporate Governance member | $5,000 (cash by default; elective RSUs) [policy] | Included in RSU election (see below) |
| Chair premiums (if applicable) | Board Chair $70,000; Audit Chair $40,000; Comp Chair $15,000; NCG Chair $10,000 | Not applicable (not a chair) |
| Total 2024 fees (cash) | — | $0 (elected equity) |
| Total 2024 stock awards | Granted in January; RSUs vest in 1 year; value per policy/board elections | $275,000 (aggregate grant-date fair value) |
| Dividend equivalents on RSUs | Credited in additional RSUs | $110,548 (reported as “All Other Compensation”) |
Notes:
- In 2024, Canfield elected to receive RSUs in lieu of $75,000 of cash retainers (1,888 RSUs), consistent with his committee memberships (Audit + NCG) and elective $50,000 board portion.
- Director comp cap: total annual value (cash + equity) limited to $700,000 per director under equity plan.
Performance Compensation (Structure and Metrics)
Directors are compensated with time-based RSUs (no performance metrics); RSUs granted in January vest on the first anniversary. Directors may elect deferral of settlement to six months post-service or upon specified change in control. Dividend equivalents are credited in additional RSUs; no dividends paid before vesting.
| Feature | Director Program Detail |
|---|---|
| Instrument | Restricted Stock Units (service-based) |
| Vesting | Full vesting on first anniversary of grant date |
| Deferral | Settlement may be deferred to six months post-service or upon specified change in control |
| Dividends | Dividend equivalents accrue in additional RSUs; forfeited if underlying RSUs forfeit |
| Clawback | Awards subject to company clawback policies (pre/post Oct 2, 2023; exchange listing/Dodd-Frank) |
| Annual Limit | $700,000 total value cap (cash + equity) per non-employee director |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Notes |
|---|---|---|---|
| — | — | — | No current public company directorships disclosed for Canfield |
Expertise & Qualifications
- Legal and corporate governance expertise as long-tenured public company general counsel (Spirit Airlines) and prior Debevoise & Plimpton counsel.
- Industry background in telecommunications and aviation; prior executive and plan administration leadership at AT&T Latin America; board cites familiarity with technology company directorship.
- Independent Audit Committee service (financial oversight, related-party review).
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Total beneficial ownership (Mar 17, 2025) | 240,099 shares; <1% of outstanding | Beneficial ownership table; company had 108,732,964 shares outstanding at record date |
| RSUs outstanding (12/31/2024) | 203,417 shares (unvested or vested/deferred) | Director RSU roll-forward disclosure |
| Stock options | 0 listed for Canfield (only Admiral Olson shows 3,750) | Options outstanding by director table |
| Ownership guidelines | Directors required to hold ≥4× annual cash retainer | Company guideline; measured vs retainer |
| Hedging/pledging | Prohibited for directors under Insider Trading Policy | Policy prohibits hedging and pledging |
Approximate ownership value context: Using $27.65 per-share closing price on record date, Canfield’s 240,099 shares would equate to ~ $6.6 million of value, indicating substantial alignment (calculation using figures from proxy).
Governance Assessment
-
Strengths
- Independence and active committee roles (Audit; Nominating & Corporate Governance) support board oversight quality.
- Attendance at or above 75% threshold; board holds independent executive sessions each regular meeting.
- Director pay strongly equity-weighted (100% RSUs in 2024 for Canfield), with robust ownership guidelines and hedging/pledging prohibitions, aligning interests with shareholders.
- Clawback policies adopted/updated in line with SEC and listing requirements; director awards subject to clawback under the plan.
- Shareholder support for executive pay at 94.3% in 2024 suggests broader governance alignment.
-
Potential Risks / Watch Items
- External workload: Ongoing full-time GC role at Spirit Airlines, which entered Chapter 11 in Nov 2024; potential time/attention demands and reputational considerations. No related-party dealings disclosed with Iridium.
- No explicit disclosure of individual director compliance status vs. stock ownership guidelines (policy disclosed; individual compliance not enumerated).
- No specific related-person transactions disclosed in the proxy; Audit Committee oversees any such matters under formal policy.
-
Compensation Structure Signals
- Equity-heavy mix and one-year vesting for director RSUs promote alignment without encouraging risk-taking; compensation stays within a $700,000 annual cap per director.
- Ability to elect RSUs in lieu of cash (Canfield elected $75,000 in RSUs in 2024) further increases at-risk alignment with stock performance.
RED FLAGS: None explicit in the proxy specific to Canfield (no pledging, no related-party transactions disclosed). Monitor potential time/engagement risk due to Spirit Airlines’ restructuring.