8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) January 30, 2019

Iridium Communications Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-33963	26-1344998
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1750 Tysons Boulevard

Suite 1400

McLean, VA 22102

(Address of principal executive offices)

703-287-7400

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Resignation of S. Scott Smith as Chief Operating Officer and Director

On January 30, 2019, S. Scott Smith, the Chief Operating Officer of Iridium Communications Inc. (the “Registrant”), and a director of the Registrant, notified the Registrant’s Board of Directors of his decision to retire and to resign from those positions, effective as of March 15, 2019. In connection with the appointment of Suzanne McBride as Chief Operations Officer of the Registrant, as described below, Mr. Smith will cease to serve as the principal operating officer of the Registrant as of February 11, 2019. Mr. Smith will continue to serve as a consultant to the Registrant through March 15, 2020. Mr. Smith will not receive cash compensation for consulting services provided to the Registrant, but such services will constitute “Continuous Service” under the Iridium Communications Inc. Amended and Restated 2015 Equity Incentive Plan (the “2015 Plan”) for purposes of continued vesting of Mr. Smith’s outstanding equity awards.

Appointment of Suzanne E. McBride as Chief Operations Officer

On February 1, 2019, the Registrant’s Board of Directors appointed Suzanne E. McBride as the Registrant’s Chief Operations Officer, effective as of February 11, 2019. Ms. McBride will become the principal operating officer of the Registrant on that date.

There is no arrangement or understanding between Ms. McBride and any other person pursuant to which she was appointed as an executive officer of the Registrant, and there is no family relationship between Ms. McBride and any of the Registrant’s directors or other executive officers. Ms. McBride, age 50, was employed by Iridium Satellite LLC, the Registrant’s primary operating subsidiary, in a series of positions with increasing responsibility from 2007 until June 2016, most recently serving as the Registrant’s Vice President, Program Management Office and Launch Services, a role in which she oversaw the launch program for the Iridium NEXT constellation. She has subsequently served as Chief Operating Officer of OneWeb, Ltd., a company that is building a new satellite constellation, from October 2018 to January 2019 and as its Senior Vice President from June 2016 to October 2018. Ms. McBride holds a Bachelor of Arts degree in Management Engineering from Claremont McKenna College, a Bachelor of Science degree in Industrial Engineering from Columbia University, a Masters Degree in Program Management from George Washington University and a Masters of Business Administration degree from the University of Tennessee.

The Registrant plans to enter into an employment agreement with Ms. McBride providing for an initial annual base salary of $410,000 per year, an annual bonus target equal to 60% of her base salary, and an annual cash bonus of $50,000 payable on each of March 1, 2019, 2020 and 2021. In addition, on March 1, 2019, she will receive an initial option grant having a Black-Scholes value of $800,000 under the 2015 Plan on that date, with an exercise price equal to the closing price on such date. She will also receive a grant of restricted stock units (“RSUs”) valued at $300,000 based on the closing price of the Registrant’s common stock on March 1, 2019. Each of the foregoing grants will vest over a four-year period, with 25% vesting on March 1, 2020, the first anniversary of the grant date, and the remainder vesting in equal quarterly installments over the subsequent three years. In addition, as of March 1, 2019, Ms. McBride will participate with other executive officers of the Registrant and will receive a performance-based RSU grant, which will vest only if and when certain delineated performance criteria are met.

Item 7.01. Regulation FD Disclosure.

On February 1, 2019, the Registrant issued a press release announcing the retirement of its current Chief Operating Officer and the hiring of Ms. McBride. The text of the press release is included as an exhibit to this Form 8-K. Pursuant to the rules and regulations of the Securities and Exchange Commission, such exhibit and the information set forth therein and herein are deemed to be furnished and shall not be deemed to be filed.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	Press release dated February 1, 2019

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	IRIDIUM COMMUNICATIONS INC.
Date: February 1, 2019	By:	/s/ Thomas J. Fitzpatrick
		Name: Thomas J. Fitzpatrick
		Title:   Chief Financial Officer

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EX-99.1

Exhibit 99.1

Press Contact:	Investor Contact:
Jordan Hassin	Kenneth Levy
Iridium Communications Inc.	Iridium Communications Inc.
Jordan.Hassin@Iridium.com	Ken.Levy@Iridium.com
+1 (646) 872-0067	+1 (703) 287-7570
Twitter: @Iridiumcomm	Twitter: @IridiumIR

Iridium Welcomes New COO; Honors Retiring Predecessor

MCLEAN, Va. – February 1, 2019 – Iridium Communications Inc. (NASDAQ: IRDM) announced today that COO Scott Smith has decided to retire effective March 15^th. Smith led Iridium’s technology and operations, including Iridium^® NEXT, which recently completed its final launch. Smith will continue to work with Iridium in a consulting role as the handoff to his successor is completed, with the company wishing him well in his greatly earned retirement. In conjunction with this announcement, the company is welcoming back to Iridium new Chief Operations Officer Suzi McBride. McBride will assume this position effective as of February 11, 2019.

Smith first joined Iridium in April of 2010 with a primary goal of helping lead the company into the Iridium NEXT era. This included the design, development, launch and implementation of the new satellite network, including its ability to seamlessly maintain service for existing customers through the transition. During his eight-plus year tenure, the Iridium NEXT program went from concept to reality, with the final SpaceX launch taking place on January 11^th and the first new service, Iridium Certus^SM, going live for commercial service on January 16^th. However, his contributions go far deeper than the Iridium NEXT program. Smith has also left his mark through several enterprise-wide accomplishments including instilling an ever-rigorous engineering and operational discipline within the company. These efforts increased network reliability, company efficiency and productivity, while ensuring a clear understanding of the return on investment of a project or product before its pursuit.

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In speaking of his time with Iridium, Smith said, “When I joined Iridium almost nine years ago, a daunting task sat in front of us. Replacing our first-generation constellation by itself would be tough enough, but replacing it with a constellation that had significantly improved capabilities while still being compatible with over a million existing deployed devices and never taking the constellation offline brought the challenge to a whole other level.” Smith continued, “Iridium NEXT was a once-in-a lifetime opportunity, and I’m proud to have played my part in bringing such an extraordinary system to life. I’ve been truly lucky to work on such a world-changing project with so many wonderful people, and I know Suzi, my successor, is more than ready to maximize the potential of this new system. I feel such fulfillment in completing the journey I started in 1990, when I first began working on the Iridium dream. I walk into the next phase of my life with a smile on my face. My best wishes to all!”

Iridium CEO Matt Desch shared, “We can’t overemphasize how important Scott has been to Iridium over these past few years. Bringing Iridium NEXT to life and building state-of-the-art, satellite-based products and services are, in and of themselves, a career’s worth of accomplishments.” Desch continued, “We’ve been spoiled to have Scott leading these efforts for Iridium, and now we’re being spoiled again by having Suzi back with us in her new role. We’re very fortunate to be able to wish Scott a happy retirement with a monumental achievement like Iridium NEXT under his belt, while welcoming someone with Suzi’s experience, expertise and leadership abilities. It’s a good time to be us.”

Making a return to Iridium as COO, McBride will lead operations of the Iridium network, including the satellite constellation and associated ground gateways and terminals. This also encompasses all technology innovation on Iridium’s new network, including the development and manufacturing of subscriber equipment, new services and applications. Prior to rejoining Iridium, McBride spent the past two-and-a-half years at OneWeb, where she served as COO and Senior Vice President. In that role, McBride built up OneWeb’s team of engineers and oversaw the system design, production and testing of the ground and space networks as well as user terminal development.

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“I’m thrilled to be back at Iridium, especially at such an exciting time for the company, and in many ways my career has come full circle,” said McBride. “I worked under Scott (Smith) designing and building Iridium NEXT up to launch, and it’s an honor to have him passing me the COO baton.” McBride continued, “I already know how strong the team and network are at Iridium. I am looking forward to helping lead the company into this next phase of capitalizing on the new constellation and offering exciting new products and services in the coming years. There are so many possibilities for new, small form-factor devices and the expanding capabilities of Iridium Certus, as well as the incredible potential for satellite-based IoT.”

During her first tenure at Iridium, lasting over nine years, McBride served as Vice President of Program Management and Launch Services, playing a key leadership role in developing the Iridium NEXT system, leading launch strategy, engineering and hosted payload programs. McBride has more than 25 years of experience, including building and launching the original Iridium satellite constellation while at Motorola’s Satellite Communications Group as a senior engineer in the 1990s.

McBride received her MBA from the University of Tennessee in the Executive Aerospace and Defense program, and her dual undergraduate degrees are from Columbia University in Industrial Engineering and Claremont McKenna College in Management Engineering. McBride also holds a master’s degree in Program Management from George Washington University and is Project Management Institute certified.

For more information about Iridium, visit: https://www.iridium.com

About Iridium Communications Inc.

Iridium is the only mobile voice and data satellite communications network that spans the entire globe. Iridium enables connections between people, organizations and assets to and from anywhere, in real time. Together with its ecosystem of partner companies, Iridium delivers an innovative and rich portfolio of reliable solutions for markets that require truly global communications. The company recently completed the last scheduled launch of its next-generation satellite network – Iridium NEXT - and plans to complete the upgrade in the coming weeks. Iridium Communications Inc. is headquartered in McLean, Va., U.S.A., and its common stock trades on the NASDAQ Global Select Market under the ticker symbol IRDM. For more information about Iridium products, services and partner solutions, visit www.iridium.com.

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