Iridium Communications : Annual Meeting of Shareholders

IRIDIUM COMMUNICATIONS INC.

1750 Tysons Boulevard, Suite 1400

McLean, Virginia 22102

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held on May 4, 2023

Dear Stockholder:

You are cordially invited to attend the Annual Meeting of Stockholders of Iridium Communications Inc., a Delaware corporation. The meeting will be held virtually on May 4, 2023 at 8:30 a.m. Eastern time. The meeting can be accessed by visiting www.virtualshareholdermeeting.com/IRDM2023, where you will be able to listen to the meeting live, submit questions and vote online. You will not be able to attend the meeting in person. The meeting is being held for the following purposes:

1. To elect the Board of Directors' twelve nominees for director, each to serve until the next annual meeting and until their successors are duly elected and qualified;
2. To approve, on an advisory basis, the compensation of our named executive officers, as disclosed in the Proxy Statement accompanying this Notice;
3. To indicate, on an advisory basis, the preferred frequency of stockholder advisory votes on the compensation of our named executive officers;
4. To approve the Iridium Communications Inc. Amended and Restated 2015 Equity Incentive Plan;
5. To ratify the selection by the Board of Directors of KPMG LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2023; and
6. To conduct any other business properly brought before the meeting.
   These items of business are more fully described in the Proxy Statement accompanying this Notice.

The record date for the annual meeting is March 9, 2023. Only stockholders of record at the close of business on that date may vote at the meeting or any adjournment thereof.

To attend and participate, stockholders as of the record date will need a 16-digit control number, which can be found on your proxy card or voting instruction form. The online format of our Annual Meeting will allow stockholders to submit questions during the meeting via www.virtualshareholdermeeting.com/IRDM2023. We encourage you to access the annual meeting before the start time of 8:30 a.m. Eastern time, on May 4, 2023. Please allow ample time for online check-in, which will begin at 8:15 a.m. Eastern time on May 4, 2023.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders

to Be Held Virtually on May 4, 2023 at 8:30 a.m. Eastern Time at

www.virtualshareholdermeeting.com/IRDM2023

The proxy statement and annual report to stockholders

are available at www.proxyvote.com.

By Order of the Board of Directors,

Kathy Morgan

Secretary

McLean, Virginia

March 29, 2023

You are cordially invited to attend the meeting online. Whether or not you expect to attend the meeting, please complete, sign, date and return the enclosed proxy, or vote over the telephone or the internet as instructed in these materials, as promptly as possible in order to ensure your representation at the meeting. Even if you have voted by proxy, you may still vote online if you attend the meeting. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the meeting, you must obtain a proxy issued in your name from that record holder.

PROXY STATEMENT SUMMARY

This summary highlights selected information contained elsewhere in our Proxy Statement. The summary does not contain all of the information that you should consider, and you should read and consider carefully the more detailed information contained in this Proxy Statement before voting.

2023 Annual Meeting of Stockholders

Time and Date:

Virtual Meeting:

Record Date:

Voting:

8:30 a.m. Eastern time on May 4, 2023

The meeting can be accessed by visiting www.virtualshareholdermeeting.com/IRDM2023, where you will be able to listen to the meeting live, submit questions and vote online. The online format of our Annual Meeting is intended to enhance stockholder access and participation. As stated in the Notice of Annual Meeting of Stockholders, our stockholders as of the record date will be allowed to communicate with us and ask questions during the meeting. This will increase our ability to engage and communicate effectively with all stockholders, regardless of size, resources or physical location, and will ensure that our stockholders are afforded the same rights and opportunities to participate as they would at an in-person meeting.

March 9, 2023

Stockholders as of the record date are entitled to vote. Each share of common stock is entitled to one vote for each director nominee and one vote for each of the other proposals to be voted on.

Meeting Agenda and Voting Matters
Agenda Item		Board Vote		Page Reference
	Recommendation		(for more detail)
1.	To elect the Board of Directors' twelve nominees for director,	FOR EACH		11
	each to serve until the next annual meeting and until their	DIRECTOR
	successors are duly elected and qualified.	NOMINEE
2.	To approve, on an advisory basis, the compensation of our named	FOR	23
	executive officers, as disclosed in this Proxy Statement.
3.	To indicate, on an advisory basis, the preferred frequency of	ONE YEAR	24
	stockholder advisory votes on the compensation of our named
	executive officers.
4.	To approve the Iridium Communications Inc. Amended and	FOR	25
	Restated 2015 Equity Incentive Plan.
5.	To ratify the selection by the Board of Directors of KPMG LLP as	FOR	40
	our independent registered public accounting firm for our fiscal
	year ending December 31, 2023.

6.To conduct any other business properly brought before the meeting.

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Board Nominees and Demographics

Our director nominees exhibit a variety of competencies, professional experience and backgrounds, and each nominee brings a unique skill set and contributes diverse viewpoints and perspectives to our Board. While the Board benefits from the experience and institutional knowledge of our longer-serving directors, it also recognizes the value of new perspectives and ideas and has added two new directors in the last two years, and is seeking to add a third in 2023. Of our twelve nominees, four are women, and one is ethnically/racially diverse.

				Director					Committees			Other Current Public
Name		Age			Independent	AC		CC	NGC
		Since				Company Boards
Robert H. Niehaus(1)		67		2008		X		-		M			-		Zeta Global Holdings Corp.
Thomas C. Canfield	67	2008		X	M		-	M		-
Matthew J. Desch	65	2009		-	-		-	-		Unisys Corporation
Thomas J. Fitzpatrick	65	2013		-	-		-	-		-
L. Anthony Frazier	52	2021		X	M		-	-		-
Jane L. Harman	77	2015		X	-		-	M		-
Alvin B. Krongard	86	2009		X	-		M	C		Apollo Asset Management, Inc.,
															Icahn Enterprises L.P.
Suzanne E. McBride	54	2020		-	-		-	-		Skyworks Solutions, Inc.
Admiral Eric T. Olson (Ret.)	71	2011		X	-		C	-		Under Armour, Inc., Sarcos
															Technology and Robotics
															Corporation
Parker W. Rush	63	2008		X	C		-	-		-
Kay N. Sears	56	2022		X	-		M	-		-
Jacqueline E. Yeaney(2)	54		-		X	-		-	M		Talkspace, Inc., Avaya Holdings
															Corp.

_

1. Mr. Niehaus is currently serving on the Compensation Committee. If re-elected as a director, he will resign from the Compensation Committee and has been appointed to serve on the Audit Committee.
2. Ms. Yeaney is a first-time nominee for director. If elected, she will serve on the Nominating and Corporate Governance Committee.

AC = Audit Committee; CC = Compensation Committee; NGC = Nominating and Corporate Governance Committee; C = Chairman; M = Member

Our Environmental, Social and Governance (ESG) Efforts

For the third year in a row, we will publish an ESG report, to be posted on our website, that contains information about our approach to ESG and details of our efforts around environmental impact, human capital, social impact and governance. We have provided selected highlights of our ESG efforts in the section below titled "Information Regarding the Board of Directors and Committees and Corporate Governance - Environmental, Social and Governance (ESG)."

Our Executive Compensation Program

Our executive compensation program is designed to attract, reward and retain a talented, innovative and entrepreneurial team of executives. To do so, we believe that a majority of their target compensation should be based on performance, both of the individual and of the business. We structure our variable compensation programs to recognize both short-term and long-term contributions.

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Key Elements of Executive Compensation

Compensation Component

Base Salary

Annual Bonus

Long-Term Equity-

Based Incentive

Compensation

Reason

We provide base salary as a fixed source of compensation for our executives for the services they provide to us during the year and to balance the impact of having a significant portion of their compensation "at risk" in the form of annual incentive bonuses and long-term, equity- based incentive compensation. Our Compensation Committee recognizes the importance of a competitive base salary as an element of compensation that helps to attract and retain our executive officers.

Our 2022 bonus plan provided compensation opportunities to our executive officers based on our achievement of pre-established performance goals derived from our Board-approved operating plan for 2022. Under our 2022 bonus plan, 60% of each executive's target performance bonus for the 2022 calendar year was payable in the form of restricted stock units, or RSUs, that only vested upon the Compensation Committee's determination of achievement of these pre-established performance goals and the executive's continued service through the vesting date in March 2023. Our 2022 bonus plan provided that the remaining 40% and any bonus amounts earned in excess of 100% of target would be paid in cash. In February 2022, the Compensation Committee approved a target incentive bonus award for each executive and capped the maximum bonus award at 185% of the target level in the event that stretch performance goals were achieved. These levels were consistent with our philosophy that a significant portion of each executive's total target compensation should be performance-based and reflected the Compensation Committee's review of internal pay equity. Similarly, under our 2023 bonus plan adopted in February 2023, 60% of each executive's target performance bonus for the 2023 calendar year will be payable in the form of RSUs that will only vest upon achievement of pre-established performance goals and the executive's continued service through the vesting date in March 2024. Any bonus amounts earned in excess of 60% of target, up to the maximum award of 180% of the target level, will be paid in cash.

The Compensation Committee believes that properly-structured equity compensation works to align the long-term interests of stockholders and employees by creating a strong, direct link between employee compensation and stock price appreciation. In 2022, we awarded performance-based RSUs that will provide a return to the executive only if we achieve specific performance targets for 2022 and 2023 and the executive remains employed by us through the applicable vesting date, which could be as late as 2025 in order to achieve full vesting. In 2022, we also awarded RSUs that vest based on continued service over a four-year period, which provide a return only if the executive remains employed with us. In 2023, we made similar awards of performance-based and service-based RSUs. The vesting of these awards granted in both 2022 and 2023 may be accelerated in connection with a qualified retirement under our "sum of 70" program described below.

Important Features of our Executive Compensation Program

The important features of our executive compensation program include:

• Annual Incentive Tied to Performance. Our executive compensation is heavily weighted toward at-risk, performance- based compensation in the form of an annual incentive bonus opportunity that is based on achievement of a combination of financial and operational goals selected annually by our Compensation Committee.
• Long-TermEquity Incentive Compensation. As part of our long-term incentive compensation program, we provide an equity compensation opportunity in the form of performance-based RSUs that provide incentives for our executives to meet certain performance goals, the achievement of which could increase the market value of our common stock, and service-based RSUs, which provide a return only if the executive remains employed with us.
• Significant Percentages of Compensation At-Risk. In 2022, at-risk compensation represented approximately 86% of our chief executive officer's total direct compensation, and an average of 84% of our other named executive officers' total direct compensation.
• Performance-BasedEquity Awards. Fifty percent of the annual long-termequity-based incentive awards vest only based on the achievement of performance criteria, and if such performance criteria are met, a portion of the vested amount is subject to additional time-based vesting thereafter.

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