Document/ExhibitDescriptionPagesSize
1: 10-K Annual Report HTML 1.83M
2: EX-10.23 Material Contract HTML 98K
3: EX-10.27 Material Contract HTML 79K
4: EX-21.1 Subsidiaries List HTML 28K
5: EX-23.1 Consent of Expert or Counsel HTML 25K
6: EX-23.2 Consent of Expert or Counsel HTML 25K
10: EX-97.1 Clawback Policy re: Recovery of Erroneously HTML 46K Awarded Compensation
7: EX-31.1 Certification -- §302 - SOA'02 HTML 32K
8: EX-31.2 Certification -- §302 - SOA'02 HTML 32K
9: EX-32.1 Certification -- §906 - SOA'02 HTML 28K
16: R1 Cover HTML 94K
17: R2 Audit Information HTML 31K
18: R3 Consolidated Balance Sheets HTML 129K
19: R4 Consolidated Balance Sheets (Parenthetical) HTML 46K
20: R5 Consolidated Statements of Operations and HTML 113K
Comprehensive Income
21: R6 Consolidated Statements of Changes in HTML 85K
Stockholders' Equity
22: R7 Consolidated Statements of Cash Flows HTML 136K
23: R8 Organization and Business HTML 30K
24: R9 Accounting Policies HTML 87K
25: R10 Cash and Cash Equivalents and Marketable HTML 37K
Securities
26: R11 Property and Equipment HTML 48K
27: R12 Intangible Assets HTML 76K
28: R13 Leases (Notes) HTML 57K
29: R14 Debt HTML 57K
30: R15 Derivative Instruments (Notes) HTML 42K
31: R16 Stock-Based Compensation HTML 84K
32: R17 Equity Transactions HTML 36K
33: R18 Revenue (Notes) HTML 62K
34: R19 Income Taxes HTML 110K
35: R20 Net Income (Loss) Per Share HTML 47K
36: R21 Related Party Transaction Disclosure Related Party HTML 36K
Transactions
37: R22 Segments, Significant Customers, Supplier and HTML 51K
Service Providers and Geographic Information
38: R23 Employee Benefit Plan HTML 29K
39: R24 Subsequent Events HTML 28K
40: R25 Significant Accounting Policies and Basis of HTML 134K
Presentation (Policies)
41: R26 Significant Accounting Policies and Basis of HTML 48K
Presentation (Tables)
42: R27 Cash and Cash Equivalents and Marketable HTML 36K
Securities (Tables)
43: R28 Property and Equipment (Tables) HTML 46K
44: R29 Intangible Assets (Tables) HTML 78K
45: R30 Leases (Tables) HTML 57K
46: R31 Debt (Tables) HTML 46K
47: R32 Derivative Instruments (Tables) HTML 34K
48: R33 Stock-Based Compensation (Tables) HTML 73K
49: R34 Revenue (Tables) HTML 61K
50: R35 Income Taxes (Tables) HTML 109K
51: R36 Net Income (Loss) Per Share (Tables) HTML 48K
52: R37 Segments, Significant Customers, Supplier and HTML 46K
Service Providers and Geographic Information
(Tables)
53: R38 Significant Accounting Policies and Basis of HTML 34K
Presentation - Schedule of Inventory (Details)
54: R39 Significant Accounting Policies and Basis of HTML 28K
Presentation - Classification of Stock-based
Compensation (Details)
55: R40 Significant Accounting Policies and Basis of HTML 40K
Presentation - Narrative (Details)
56: R41 Cash and Cash Equivalents (Details) HTML 39K
57: R42 Property and Equipment - Summary of Property, HTML 73K
Plant, and Equipment (Details)
58: R43 Property and Equipment - Narrative (Details) HTML 28K
59: R44 Intangible Assets - Indentifiable Intangible HTML 59K
Assets (Details)
60: R45 Intangible Assets - Future Amortization Expense HTML 41K
(Details)
61: R46 Intangible Assets - Narrative (Details) HTML 28K
62: R47 Lease Account Summary (Details) HTML 33K
63: R48 Lease Future Payment Obligations (Details) HTML 40K
64: R49 Lessor Payments to be Received (Details) HTML 40K
65: R50 Leases Narrative (Details) HTML 39K
66: R51 Debt- Narrative (Details) HTML 85K
67: R52 Debt - Interest Incurred (Details) HTML 32K
68: R53 Debt Future Payments (Details) HTML 60K
69: R54 Derivative Instruments - Summary of Unrealized HTML 30K
Gains and Losses (Details)
70: R55 Derivative Instruments - Narrative (Details) HTML 51K
71: R56 Stock-Based Compensation Outstanding RSUs HTML 52K
(Details)
72: R57 Stock-Based Compensation Activity Of Company's HTML 75K
Stock Options (Details)
73: R58 Stock-Based Compensation Narrative (Details) HTML 108K
74: R59 Equity Transactions Narrative (Details) HTML 63K
75: R60 Revenue - Narrative (Details) HTML 43K
76: R61 Revenue - Summary of Service Revenue (Details) HTML 53K
77: R62 Revenue - Summary of Contract Costs (Details) HTML 32K
78: R63 Income (loss) before Taxes Table (Details) HTML 35K
79: R64 Income Tax Expense (Benefit) (Details) HTML 75K
80: R65 Income Tax Rate Reconciliation Components HTML 52K
(Details)
81: R66 Deferred Tax Assets (Liabilities) (Details) HTML 49K
82: R67 Unrecognized Tax Benefits (Details) HTML 37K
83: R68 Income Taxes (Details) HTML 65K
84: R69 Net Income (Loss) Per Share - Schedule of Earnings HTML 49K
Per Share, Basic and Diluted (Details)
85: R70 Net Income (Loss) Per Share - Anti-Dilutive Shares HTML 35K
(Details)
86: R71 Net Income Per Share (Details) HTML 35K
87: R72 Related Party Transaction Disclosure (Details) HTML 71K
88: R73 Segments, Significant Customers, Supplier and HTML 35K
Service Providers and Geographic Information Net
Property and Equipment (Details)
89: R74 Segments, Significant Customers, Supplier and HTML 39K
Service Providers and Geographic Information
Revenue By Geographic (Details)
90: R75 Segments, Significant Customers, Supplier and HTML 45K
Service Providers and Geographic Information
Narrative (Details)
91: R76 Employee Benefit Plan Narrative (Details) HTML 33K
92: R77 Subsequent Events (Details) HTML 35K
93: R9999 Uncategorized Items - irdm-20231231.htm HTML 46K
95: XML IDEA XML File -- Filing Summary XML 169K
98: XML XBRL Instance -- irdm-20231231_htm XML 1.87M
94: EXCEL IDEA Workbook of Financial Report Info XLSX 171K
12: EX-101.CAL XBRL Calculations -- irdm-20231231_cal XML 184K
13: EX-101.DEF XBRL Definitions -- irdm-20231231_def XML 751K
14: EX-101.LAB XBRL Labels -- irdm-20231231_lab XML 1.90M
15: EX-101.PRE XBRL Presentations -- irdm-20231231_pre XML 1.13M
11: EX-101.SCH XBRL Schema -- irdm-20231231 XSD 166K
96: JSON XBRL Instance as JSON Data -- MetaLinks 552± 826K
97: ZIP XBRL Zipped Folder -- 0001418819-24-000008-xbrl Zip 618K
‘EX-97.1’ — Clawback Policy re: Recovery of Erroneously Awarded Compensation
The
Board of Directors (the “Board”) of Iridium Communications Inc., a Delaware corporation (the “Company”), has determined that it is in the best interests of the Company and its stockholders to adopt this Incentive Compensation Recoupment Policy (this “Policy”) providing for the Company’s recoupment of Recoverable Incentive Compensation that is received by Covered Officers of the Company under certain circumstances. Certain capitalized terms used in this Policy have the meanings given to such terms in Section 3 below.
This Policy is designed
to comply with, and shall be interpreted to be consistent with, Section 10D of the Exchange Act, Rule 10D-1 promulgated thereunder (“Rule 10D-1”) and Nasdaq Listing Rule 5608 (the “Listing Standards”).
2. EFFECTIVE DATE
This Policy shall apply to all Incentive Compensation that is received by a Covered Officer on or after October 2, 2023 (the “Effective Date”). This Policy shall replace and supersede the Company’s Policy for Recoupment of Incentive Compensation that was adopted in December 2019 (the “Prior Clawback Policy”)
with respect to all Incentive Compensation that is received by a Covered Officer on or after the Effective Date; for clarity, the Prior Clawback Policy shall continue to apply to any Incentive Compensation that is received by a Covered Officer prior to the Effective Date. Incentive Compensation is deemed “received” in the Company’s fiscal period in which the Financial Reporting Measure specified in the Incentive Compensation award is attained, even if the payment or grant of such Incentive Compensation occurs after the end of that period.
3. DEFINITIONS
“Accounting Restatement” means an accounting restatement that the
Company is required to prepare due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period.
“Accounting Restatement Date” means the earlier to occur of (a) the date that the Board, a committee of the Board authorized to take such action, or the officer or officers of the Company authorized to take such action if Board action is not required, concludes,
or reasonably should have concluded, that the Company is required to prepare an Accounting Restatement, or (b) the date that a court, regulator or other legally authorized body directs the Company to prepare an Accounting Restatement.
“Administrator” means the Compensation Committee or, in the absence of such committee, the Board.
“Code” means the U.S. Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder.
“Compensation
Committee” means the Compensation Committee of the Board.
“Covered Officer” means each current and former Executive Officer.
“Exchange” means the Nasdaq Stock Market.
“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.
“Executive Officer” means the Company’s president, principal financial officer, principal accounting officer (or if there is no such accounting officer, the controller), any vice-president of the
Company in charge of a principal business unit, division, or function (such as sales, administration, or finance), any other officer who performs a policy-making function, or any other person who performs similar policy-making functions for the Company. Executive officers of the Company’s parent(s) or subsidiaries are deemed executive officers of the Company if they perform such policy-making functions for the Company. Policy-making function is not intended to include policy-making functions that are not significant. Identification
of an executive officer for purposes of this Policy would include at a minimum executive officers identified pursuant to Item 401(b) of Regulation S-K promulgated under the Exchange Act.
“Financial Reporting Measures” means measures that are determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measures derived wholly or in part from such measures, including Company stock price and total stockholder return (“TSR”). A measure need not be presented in the Company’s financial statements or included in a filing with the SEC in order to be a Financial Reporting Measure.
“Incentive
Compensation” means any compensation that is granted, earned or vested based wholly or in part upon the attainment of a Financial Reporting Measure.
“Lookback Period” means the three completed fiscal years immediately preceding the Accounting Restatement Date, as well as any transition period (resulting from a change in the Company’s fiscal year) within or immediately following those three completed fiscal years (except that a transition period of at least nine months shall count as a completed fiscal year). Notwithstanding the foregoing, the Lookback Period shall not include fiscal years completed prior to the Effective Date.
“Recoverable Incentive Compensation” means Incentive Compensation
received by a Covered Officer during the Lookback Period that exceeds the amount of Incentive Compensation that would have been received had such amount been determined based on the Accounting Restatement, computed without regard to any taxes paid (i.e., on a gross basis without regarding to tax withholdings and other deductions). For any compensation plans or programs that take into account Incentive Compensation, the amount of Recoverable Incentive Compensation for purposes of this Policy shall include, without limitation, the amount contributed to any notional account based on Recoverable Incentive Compensation and any earnings to date on that notional amount. For any Incentive Compensation that is based on stock price or TSR, where the Recoverable Incentive Compensation is not subject to mathematical recalculation directly from the information in an Accounting Restatement, the Administrator will determine the amount of
Recoverable Incentive Compensation based on a reasonable estimate of the effect of the Accounting Restatement on the stock price or TSR upon which the Incentive Compensation was received. The Company shall maintain documentation of the determination of that reasonable estimate and provide such documentation to the Exchange in accordance with the Listing Standards.
“SEC” means the U.S. Securities and Exchange Commission.
4. RECOUPMENT
(a)Applicability of Policy. This Policy applies to Incentive Compensation received
by a Covered Officer (i) after beginning services as an Executive Officer, (ii) who served as an Executive Officer at any time during the performance period for such Incentive Compensation, (iii) while the Company had a class of securities listed on a national securities exchange or a national securities association, and (iv) during the Lookback Period.
(b)Recoupment Generally. Pursuant to the provisions of this Policy, if there is an Accounting Restatement, the Company must reasonably promptly recoup the full amount of the Recoverable Incentive Compensation, unless the conditions of one or more subsections of Section 4(c) of this Policy are met and the Compensation Committee, or, if such committee does not
consist solely of independent directors, a majority of the independent directors serving on the Board, has made a determination that recoupment would be impracticable. Recoupment is required regardless of whether the Covered Officer engaged in any misconduct and regardless of fault, and the Company’s obligation to recoup Recoverable Incentive Compensation is not dependent on whether or when any restated financial statements are filed.
(c)Impracticability of Recovery. Recoupment may be determined to be impracticable if, and only if:
(i) the direct expense paid to a third party to assist in enforcing this Policy would exceed the amount of the applicable Recoverable Incentive Compensation; provided that, before concluding that it would be impracticable
to recover any amount of Recoverable Incentive Compensation based on expense of enforcement, the Company shall make a reasonable attempt to recover such Recoverable Incentive Compensation, document such reasonable attempt(s) to recover, and provide that documentation to the Exchange in accordance with the Listing Standards; or
(ii) recoupment of the applicable Recoverable Incentive Compensation would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company, to fail to meet the requirements of Code Section 401(a)(13) or Code Section 411(a) and regulations thereunder.
(d)Sources of Recoupment. To
the extent permitted by applicable law, the Administrator shall, in its sole discretion, determine the timing and method for recouping Recoverable Incentive Compensation hereunder, provided that such recoupment is undertaken reasonably promptly. The Administrator may, in its discretion, seek recoupment from a Covered Officer from any of the following sources or a combination thereof, whether the applicable compensation was approved, awarded, granted, payable or paid to the Covered Officer prior to, on or after the Effective Date: (i) direct repayment of Recoverable Incentive Compensation previously paid to the Covered Officer; (ii) cancelling prior cash or equity-based awards (whether vested or unvested and whether paid or unpaid); (iii) cancelling or offsetting against any planned future cash or equity-based awards; (iv) forfeiture of deferred compensation, subject to compliance with Code Section 409A; and (v) any other method authorized by applicable law or contract.
Subject to compliance with any applicable law, the Administrator may effectuate recoupment under this Policy from any amount otherwise payable to the Covered Officer, including amounts payable to such individual under any otherwise applicable Company plan or program, e.g., base salary, bonuses or commissions and compensation previously deferred by the Covered Officer.
The Administrator need not utilize the same method of recovery for all Covered Officers or with respect to all types of Recoverable Incentive Compensation.
(e)No Indemnification of Covered Officers. Notwithstanding any indemnification agreement, applicable insurance policy or any other agreement or
provision of the Company’s certificate of incorporation or bylaws to the contrary, no Covered Officer shall be entitled to indemnification or advancement of expenses in connection with any enforcement of this Policy by the Company, including paying or reimbursing such Covered Officer for insurance premiums to cover potential obligations to the Company under this Policy.
(f)Indemnification of Administrator. Any members of the Administrator, and any
other members of the Board who assist in the administration of this Policy, shall not be personally liable for any action, determination or interpretation made with respect to this Policy and shall be indemnified by the Company to the fullest extent under applicable law and Company policy with respect to any such action, determination or interpretation. The foregoing sentence shall not limit any other rights to indemnification of the members of the Board under applicable law or Company policy.
(g)No “Good Reason” for Covered Officers. Any action by the Company to recoup or any recoupment of Recoverable Incentive Compensation under this Policy from a Covered Officer shall not be deemed (i) “good reason”
for resignation or to serve as a basis for a claim of constructive termination under any benefits or compensation arrangement applicable to such Covered Officer, or (ii) to constitute a breach of a contract or other arrangement to which such Covered Officer is party.
5. ADMINISTRATION
Except as specifically set forth herein, this Policy shall be administered by the Administrator. The Administrator shall have full and final authority to make any and all determinations required under this Policy. Any determination by the Administrator with respect to this Policy shall be final, conclusive and binding on all interested parties and need not be uniform with respect to each individual covered by this Policy. In carrying out the administration of this Policy, the Administrator
is authorized and directed to consult with the full Board or such other committees of the Board as may be necessary or appropriate as to matters within the scope of such other committee’s responsibility and authority. Subject to applicable law, the Administrator may authorize and empower any officer or employee of the Company to take any and all actions that the Administrator, in its sole discretion, deems necessary or appropriate to carry out the purpose and intent of this Policy (other than with respect to any recovery under this Policy involving such officer or employee).
6. SEVERABILITY
If any provision of this Policy or the application of any such provision to a Covered Officer shall be adjudicated to be invalid, illegal or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other provisions of this Policy, and the invalid, illegal or unenforceable provisions shall be deemed amended to the minimum extent necessary to render any such provision or application enforceable.
7. NO IMPAIRMENT OF OTHER REMEDIES
Nothing contained in this Policy, and no recoupment or recovery as contemplated herein, shall limit any claims, damages or other legal remedies the Company or any of its affiliates may have against a Covered Officer arising out of or resulting from any actions or omissions by the Covered Officer. This
Policy
does not preclude the Company from taking any other action to enforce a Covered Officer’s obligations to the Company, including, without limitation, termination of employment and/or institution of civil proceedings. This Policy is in addition to the requirements of Section 304 of the Sarbanes-Oxley Act of 2002 (“SOX 304”) that are applicable to the Company’s Chief Executive Officer and Chief Financial Officer and to any other compensation recoupment policy and/or similar provisions in any employment, equity plan, equity award, or other individual agreement, to which the Company is
a party or which the Company has adopted or may adopt and maintain from time to time; provided, however, that compensation recouped pursuant to this Policy shall not be duplicative of compensation recouped pursuant to SOX 304 or any such compensation recoupment policy and/or similar provisions in any such employment, equity plan, equity award, or other individual agreement except as may be required by law.
8. AMENDMENT; TERMINATION
The Administrator may amend, terminate or replace this Policy or any portion of this Policy at any time and from time to time in its sole discretion. The Administrator shall amend this Policy as it deems necessary to comply with applicable law or any Listing Standard.
9.
SUCCESSORS
This Policy shall be binding and enforceable against all Covered Officers and, to the extent required by Rule 10D-1 and/or the applicable Listing Standards, their beneficiaries, heirs, executors, administrators or other legal representatives.
10. REQUIRED FILINGS
The Company shall make any disclosures and filings with respect to this Policy that are required by law, including as required by the SEC.
Dates Referenced Herein and Documents Incorporated by Reference
