Timothy J. Last

About Timothy J. Last

Timothy J. Last, 57, is Executive Vice President, Sales and Marketing at Iridium (effective January 2025). He joined Iridium in 2012, previously serving as Senior Vice President and General Manager for the Americas, leading sales, product/business development, and customer support across aviation, maritime, IoT and other verticals. He holds an MSc in Telecommunications Business from University College London and earlier held business development roles at ORBCOMM and BT Global Services . Under Iridium’s current pay design, annual incentives and long-term equity are tightly linked to Operational EBITDA (OEBITDA), service revenue growth and network/quality KPIs; in 2024 the company delivered record total revenue of $830.7M (+5% YoY) and achieved 101% of its OEBITDA target for bonus purposes .

Past Roles

External Roles

Fixed Compensation

• Tim-specific 2025 base salary and target bonus percentages were not disclosed in the 2025 proxy or 8-K filings reviewed. IRDM’s program sets target annual bonuses as a % of salary by role; for 2025 the CEO, COO, CFO and EVP Government Programs targets were 100%, 80%, 65% and 65%, respectively. Sixty percent of each target bonus is granted as RSUs that vest upon performance certification the following March; any excess is paid in cash .
• Executives (VP and above) are subject to stock ownership guidelines; EVPs must hold stock equal to 2x base salary. Hedging and pledging of company stock are prohibited .

Performance Compensation

• Annual incentive design: For 2024, the corporate scorecard included OEBITDA (heavy weight), strategic goals (new products/services, NB‑IoT, U.S. gov’t programs, integration, human capital) and network/quality metrics (availability, configuration management, EVMS, cybersecurity). Corporate performance was 113% of target based on 101% OEBITDA achievement, full credit on strategic goals, and full target+stretch on network/quality metrics. 60% of each executive’s target bonus was delivered in RSUs that vested in March 2025 upon certification; remainder, if any, paid in cash .

Performance scorecard outcomes for 2024:

• Long-term incentives (2024 grants): PSUs with a two-year performance period (2024–2025) measured on (i) 2025 total service revenue and (ii) cumulative OEBITDA (equal weighting). Payout range: 0–200% of target; 50% of earned shares vest at certification (Q1 2026) and 50% vest on the third anniversary of grant (Mar 2027), subject to continued service .
• Historical PSU payout (prior cycle): 2023-cycle PSUs earned at 82.7% of target based on 8.3% average adjusted service revenue growth; half vested Mar 1, 2025 and half vest Mar 1, 2026 .

PSU program (2024 design):

Equity Ownership & Alignment

• Ownership policy: EVPs must hold stock equal to 2x base salary; unvested RSUs and unexercised options do not count. Company prohibits hedging and pledging. Company adopted an exchange‑listing compliant clawback in Oct 2023 (legacy 2019 policy covers prior awards) .
• Individual holdings: The 2025 proxy lists directors and named executive officers; Timothy J. Last (appointed EVP in 2025) is not enumerated in that beneficial ownership table. No individual ownership breakdown was disclosed for him in that filing .

Key equity/vesting practices:

Employment Terms

• Appointment and background: Iridium announced Tim Last’s promotion to EVP, Sales & Marketing effective January 1, 2025 (age 57), with prior tenure as SVP & GM, Americas; MSc UCL .
• Company severance norms: Cash severance does not exceed 2× salary + annual incentive; no excise tax gross‑ups; no pension/SERP; limited perquisites .
• Example EVP severance (policy reference point): The COO’s agreement provides 1× salary paid over 12 months plus a pro‑rated target bonus and up to 12 months COBRA; double‑trigger treatment within CoC window results in lump‑sum cash and service‑based equity vesting (performance awards per award terms) .
• Change‑in‑control equity treatment (plan-level): If awards are not assumed/substituted in a corporate transaction/change‑in‑control, unvested awards accelerate in full; performance awards vest at the greater of target or actual performance to date. If awards are assumed, no additional automatic acceleration (unless otherwise provided) .
• Clawback and trading: Clawback updated effective Oct 2023 ; hedging/pledging prohibited . Q2‑2025 insider trading plan disclosure listed a 10b5‑1 plan for the Chief Accounting Officer; no plan for Mr. Last was disclosed in that quarter’s Item 408 table .

Performance & Track Record

• Commercial momentum: Iridium executed an IoT partnership MOU with Karrier One in October 2025, with Mr. Last quoted as EVP Sales & Marketing highlighting global NTN Direct IoT reach—illustrative of ongoing channel expansion efforts under his remit .
• Operating/financial delivery: 2024 results included record total revenue of $830.7M (+5% YoY), strong subscriber growth to 2.46M (+8%), and achievement of 101% of the OEBITDA target for annual bonus purposes, supporting a 113% corporate performance factor .
• Say‑on‑pay support: 94.3% support at the 2024 annual meeting, reinforcing investor alignment with the compensation structure emphasizing at‑risk, performance pay .

Compensation Committee, Benchmarking, and Peer Group

• Independent consultant: ClearBridge Compensation Group advises the committee; reviews peer data, market practices, equity plan utilization, governance, and director pay .
• Peer group (2024 decisions; used again in 2025 excluding EchoStar post‑merger): 8x8; AeroVironment; Axon; Bandwidth; Calix; Cogent; Commvault; EchoStar (removed for 2025); Hexcel; Kratos; Lumentum; Mercury Systems; Nutanix; Shenandoah Telecom; Tenable; Viasat .

Peer group used for 2024 compensation decisions:

Additional Governance and Risk Indicators

• Ownership alignment: Executive stock ownership guidelines in force; NEOs were in compliance as of the 2025 record date (not specific to Mr. Last) .
• No repricing: Equity plan prohibits option/SAR repricing without shareholder approval .
• Overhang and burn rate: As of the 2025 record date, 4.70M full‑value awards outstanding, 5.06M shares available (pre‑plan amendment); 2024 burn rate 2.20% and 3‑year average 1.45% .
• Policy protections: No excise tax gross‑ups; clawback effective Oct 2023; hedging/pledging prohibited .

Investment Implications

• Pay-for-performance linkage: The bonus plan’s heavy OEBITDA weighting (65% target plus stretch) and PSU focus on service revenue and two‑year cumulative OEBITDA tie Mr. Last’s variable pay directly to profitable growth and commercial execution—core levers of his mandate .
• Retention and selling pressure: 2024 moved service‑RSU vesting to 3 years (34% at year 1, then quarterly), and 60% of target bonuses are equity, creating periodic vesting/settlement events that can trigger tax‑related sales; hedging/pledging prohibitions reduce misalignment risk. Monitor Form 4s around March and anniversary dates; no Q2‑2025 10b5‑1 plan was disclosed for Mr. Last in Item 408, so future filings should be watched for plan adoptions or discretionary sales .
• Change-in-control economics: Plan‑level treatment accelerates unassumed awards at ≥target for performance shares, while company policy caps cash severance at ≤2× pay. This limits parachute risk while preserving retention in strategic scenarios .
• Shareholder sentiment: Strong say‑on‑pay support (94.3%) suggests investor acceptance of the incentives framework that will govern Mr. Last’s pay .

“With Iridium’s constellation … we can help empower innovators to deploy IoT solutions anywhere on earth,” — Tim Last, EVP Sales & Marketing (Oct 2025) **[1418819_0b548a38f6364f9caa039ab56aa126fb_0]**