Thomas J. Fitzpatrick
Iridium CommunicationsAbout Thomas J. Fitzpatrick
Thomas J. Fitzpatrick (age 67) has served on Iridium’s board since 2013 and retired as Chief Financial Officer (CFO) and Chief Administrative Officer (CAO) effective December 31, 2024. He is a career telecom finance executive, previously EVP & CFO of Centennial Communications (acquired by AT&T in 2009), and earlier a Vice President at Bell Atlantic (now Verizon). He holds a B.B.A. (Penn State), an MBA (Villanova), and is a Certified Public Accountant .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Iridium Communications Inc. | Chief Financial Officer; Chief Administrative Officer | CFO 2010–2024; CAO 2013–2024 | Long-tenured finance leader; deep company knowledge |
| Centennial Communications Corp. | Executive Vice President & Chief Financial Officer | 2002–2009 | Public telecom CFO through sale to AT&T |
| Bell Atlantic (now Verizon) | Vice President | Not disclosed | Senior operating/finance experience |
| Multiple telecom/tech companies | Chief Financial Officer | Not disclosed | Public/private CFO roles |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| — | — | — | — |
| Iridium lists no current other public company directorships for Mr. Fitzpatrick . |
Board Governance
- Independence: Not independent (former executive within the Nasdaq “cooling-off” look-back) .
- Committee assignments: None (not listed on Audit, Compensation, or Nominating & Corporate Governance in 2024) .
- Attendance/engagement: Board met 4 times in 2024; each director attended ≥75% of Board/committee meetings during their service period .
- Years of service: Director since 2013 (≈12 years as of the 2025 meeting) .
- Other board structure: Independent Chair (Robert H. Niehaus); committees are 100% independent directors .
| Governance Item | Status/Value |
|---|---|
| Independence | Not independent |
| Committees (2024) | None |
| Board meetings (2024) | 4 |
| Attendance (2024) | ≥75% |
| Director since | 2013 |
| Other public boards | None |
Fixed Compensation
Executive (through 12/31/2024)
- 2024 base salary approved: $612,164 (effective 4/1/2024); salary earned: $612,416 .
Non-Employee Director Program (for 2025)
- Annual Board retainer: $250,000, of which $200,000 in RSUs; up to $50,000 in cash or RSUs at director’s election .
- Additional retainers: Chair of Board $70,000; Audit Chair $40,000; Compensation Chair $15,000; Nominating Chair $10,000; Audit member $20,000; Compensation member $7,500; Nominating member $5,000; Government Advisory Committee member $15,000 (RSUs) .
- Non-employee director pay cap: $700,000 total value per year (cash + equity) .
| Item | 2024/2025 Detail |
|---|---|
| 2024 Base salary (approved) | $612,164 |
| 2024 Salary earned | $612,416 |
| 2025 Board retainer | $250,000 (incl. $200,000 RSUs; $50,000 cash/RSU elective) |
| 2025 Committee/Chair fees | As disclosed (see above) |
| Director annual cap | $700,000 (cash + equity) |
Note: As an executive officer in 2024, Mr. Fitzpatrick received no separate director compensation for that year .
Performance Compensation
2024 Executive Incentive Structure
- Annual bonus design: 60% in RSUs that vest upon certification and 40% in cash; company-performance component capped at 190% of target, total bonus capped at 200% .
- Actual 2024 cash bonus paid (Non-Equity Incentive Plan Compensation): $268,349 .
- RSUs under 2024 bonus plan: 9,602 RSUs (grant-date fair value $285,275) .
Long-Term Equity (granted 3/1/2024)
- Service-based RSUs: 42,073 units (grant-date value $1,250,000) .
- Performance-based RSUs (target): 42,073 units (grant-date target value $1,250,000), payout range 0–200% of target .
- 2024 PBRSU metrics (50% each): 2025 total service revenue and cumulative OEBITDA over the two-year period ending 12/31/2025; payout 0–200% per metric; specific targets to be disclosed after period end .
Prior-cycle Performance Outcome
- 2023 PBRSUs payout: 82.7% of target based on 8.3% average increase in adjusted service revenue over the 2-year period; half vested on 3/1/2025; half vest 3/1/2026 (continued service or qualified retirement) .
“Sum of 70” Retirement Program (Qualified Retirement 12/31/2024)
- Accelerated vesting of remaining unvested service-based RSUs from 2022–2024 to 12/31/2024 (some settlements delayed six months per 409A) .
| Metric/Instrument | Program/Year | Target/Actual | Key Terms |
|---|---|---|---|
| Annual bonus mix | 2024 | 60% RSU / 40% cash; 190%/200% caps | RSUs vest post-certification |
| Cash bonus paid | 2024 | $268,349 | NEIP compensation |
| Bonus RSUs | 2024 | 9,602 RSUs; $285,275 FV | Granted 3/1/2024 |
| Service RSUs | 2024 | 42,073; $1,250,000 | Granted 3/1/2024 |
| Performance RSUs (target) | 2024–2025 | 42,073; $1,250,000; 0–200% | Metrics: 2025 service revenue; cumulative OEBITDA (50/50) |
| 2023 PBRSU payout | 2023–2024 | 82.7% of target | Based on 8.3% avg adjusted service revenue increase |
| Retirement acceleration | 12/31/2024 | RSUs from 2022–2024 | Accelerated vesting; some 409A delays |
Clawback and Plan Safeguards
- Clawback: SEC/Nasdaq-compliant recovery policy effective Oct 2, 2023; prior 2019 policy applies to earlier compensation .
- Equity plan guardrails (A&R 2015 Plan proposal): no repricing without stockholder approval; minimum 12-month vesting (5% carve-out); non-employee director cap; dividend restrictions; non-liberal CIC definition .
Other Directorships & Interlocks
| Company | Role | Committee Roles |
|---|---|---|
| None disclosed | — | — |
| Iridium discloses no other current public company boards for Mr. Fitzpatrick, and no interlocks with competitors/suppliers/customers are noted in the proxy . |
Expertise & Qualifications
- Former CFO/CAO of Iridium (2010–2024 CFO; CAO from 2013) with extensive telecom finance and capital markets experience .
- Prior public-company CFO (Centennial Communications) and executive roles at Bell Atlantic/Verizon .
- CPA; MBA (Villanova); B.B.A. (Penn State) .
Equity Ownership
- Beneficial ownership: 289,790 shares; <1% of outstanding .
- Outstanding awards at 12/31/2024:
- Stock options: 49,570 exercisable @ $9.45, expiring 3/2/2025 .
- RSUs: 1,305 (service-based 2021); 15,952 (2023 PBRSUs earned, subject to vesting schedule); 42,073 (2024 PBRSU target); 9,602 (2024 bonus RSUs) .
- Hedging/pledging: Prohibited by company policy for directors and employees .
- Director stock ownership guideline: ≥4x annual cash retainer (policy) .
| Ownership/Equity Item | Amount |
|---|---|
| Beneficially owned shares | 289,790 (<1%) |
| Options outstanding (exercisable) | 49,570 @ $9.45; exp. 3/2/2025 |
| RSUs (svc-based, 2021 grant) | 1,305 |
| RSUs (2023 PBRSU earned amount) | 15,952 |
| RSUs (2024 PBRSU target) | 42,073 |
| RSUs (2024 bonus plan) | 9,602 |
| Hedging/pledging | Prohibited |
| Director ownership guideline | 4x cash retainer (policy) |
Employment & Contracts
- Employment agreement: Entered in 2010 for CFO role; retired as executive officer on 12/31/2024 .
- Qualified retirement (“sum of 70”): Accelerated vesting of certain RSUs; estimated value of accelerated/related amounts shown as $3,772,775 for the qualifying retirement scenario (reflecting actual accelerations) .
- Change-in-control/severance: Not applicable post-retirement for Mr. Fitzpatrick in the scenario table; program mechanics for executives are disclosed generally in the proxy .
| Item | Disclosure |
|---|---|
| Employment agreement | In place from 2010 (CFO); retired 12/31/2024 |
| “Sum of 70” retirement | Qualified; RSU accelerations per program |
| Estimated qualified retirement value | $3,772,775 (as of 12/31/2024) |
Director Compensation (Context)
- 2024: As an executive officer, Mr. Fitzpatrick did not receive separate director compensation .
- 2025: As a non-employee director, he is eligible for the standard director retainer mix (see Fixed Compensation) with an annual cap of $700,000 (cash + equity) .
Governance Assessment
Strengths
- Deep financial and industry expertise (CPA; multi-decade telecom CFO) supports audit and capital allocation oversight; long-tenured company knowledge .
- Strong board process signals: independent chair; all key committees fully independent; executive sessions each regular meeting .
- Shareholder-aligned policies: robust clawback; prohibition on hedging/pledging; non-employee director pay cap; equity plan guardrails (no repricing; 12-month vesting) .
- Say-on-pay support indicates investor confidence in compensation framework (94.3% support at 2024 meeting) .
Considerations/RED FLAGS
- Not independent due to recent executive service; no current committee assignments mitigate influence but independence optics remain a governance consideration for investors seeking fully independent boards. RED FLAG .
- Retirement-related acceleration (“sum of 70”) of equity awards can raise pay-for-performance scrutiny, though the program is disclosed and structured with 409A compliance; investors may monitor prevalence/amounts. RED FLAG .
- Long tenure (≈12 years) may prompt questions on refreshment over time, balanced by recent additions to the board. Watch item .
SAY-ON-PAY & SHAREHOLDER FEEDBACK
- Say-on-pay support: ~94.3% approval at the 2024 annual meeting; committee indicated continuity in 2025 decisions in light of strong support .
RELATED PARTY TRANSACTIONS
- Policy in place; proxy does not disclose any specific related-party transactions involving Mr. Fitzpatrick .
Director-specific note (2024)
- As an executive in 2024, he is excluded from the non-employee director compensation table for that year .