SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

of the Securities Exchange Act of 1934

(Amendment No.    )

Filed by the Registrant  x

Filed by a Party other than the Registrant  ¨

Check the appropriate box:

Iridium Communications Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box)

IRIDIUM COMMUNICATIONS INC.

1750 Tysons Boulevard, Suite 1400

McLean, Virginia 22102

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held on May 4, 201122, 2014

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 on Wednesday,Thursday, May 4, 201122, 2014 at 9:008:30 a.m. localEastern time at our corporate headquarters locatedThe Ritz-Carlton, Tysons Corner at 17501700 Tysons Boulevard, Suite 1400, McLean, Virginia 22102 for the following purposes:

These items of business are more fully described in the Proxy Statement accompanying this Notice.

The record date for the annual meeting is March 23, 2011.April 1, 2014. Only stockholders of record at the close of business on that date may vote at the meeting or any adjournment thereof.

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

to Be Held on May 4, 2011 at 9:00 a.m. local time at

the offices of Iridium Communications Inc., 1750 Tysons Boulevard, Suite 1400, McLean, Virginia 22102

The proxy statement and annual report to stockholders

are available at http://www.amstock.com/ProxyServices/ViewMaterials.asp?CoNumber=15777.

By Order of the Board of Directors

Thomas D. Hickey

Secretary

By Order of the Board of Directors

Christian O’Connor

Secretary

McLean, Virginia

April 8, 2014

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IRIDIUM COMMUNICATIONS INC.

1750 Tysons Boulevard, Suite 1400, McLean, Virginia 22102

PROXY STATEMENT

FOR THE 20112014 ANNUAL MEETING OF STOCKHOLDERS

To Be Held on May 4, 201122, 2014

QUESTIONS QUESTIONSAND ANSWERS ABOUT THESE PROXY MATERIALS ANSWERS ABOUT THESE PROXY MATERIALSAND VOTING VOTING

Why amWHYAM I receiving these materials?RECEIVINGTHESEMATERIALS?

We have sent you these proxy materials because the Board of Directors of Iridium Communications Inc. (sometimes referred to as the Company or Iridium) is soliciting your proxy to vote at the 20112014 Annual Meeting of Stockholders, including at any adjournments or postponements of the meeting. You are invited to attend the annual meeting to vote on the proposals described in this proxy statement. However, you do not need to attend the meeting to vote your shares. Instead, you may simply complete, sign and return the enclosed proxy card, or follow the instructions below to submit your proxy over the telephone or through the Internet.

We intend to mail these proxy materials on or about April 1, 201118, 2014 to all stockholders of record entitled to vote at the annual meeting.

How doHOWDO I attend the annual meeting?ATTENDTHEANNUALMEETING?

The meeting will be held on Wednesday,Thursday, May 4, 201122, 2014 at 9:008:30 a.m. localEastern time at the offices of Iridium Communications Inc., 1750The Ritz-Carlton, Tysons Corner, 1700 Tysons Boulevard, Suite 1400, McLean, Virginia 22102. Directions to our officesthe meeting location may be found at www.iridium.com.http://www.ritzcarlton.com/en/Properties/TysonsCorner/Information/Directions/Default.htm. Information on how to vote in person at the annual meeting is discussed below.

Who can vote at the annual meeting?WHOCANVOTEATTHEANNUALMEETING?

Only stockholders of record at the close of business on March 23, 2011April 1, 2014 will be entitled to vote at the annual meeting. On this record date, there were 70,253,60176,838,663 shares of common stock outstanding and entitled to vote.

Stockholder of Record: Shares Registered in Your Name

If at the close of business on March 23, 2011April 1, 2014, your shares were registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, LLC, then you are a stockholder of record. As a stockholder of record, you may vote in person at the meeting or vote by proxy. Whether or not you plan to attend the meeting, we urge you to fill out and return the enclosed proxy card or vote by proxy over the telephone or onthrough the Internet as instructed below to ensure your vote is counted.

Beneficial Owner: Shares Registered in the Name of a Broker or Bank

If at the close of business on March 23, 2011April 1, 2014, your shares were held in an account at a brokerage firm, bank, dealer or other similar organization, rather than in your own name, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. The organization holding your account is considered to be the stockholder of record for purposes of voting at the annual meeting. As a beneficial owner, you have the right to direct your broker or other agent regarding how to vote the shares in your account. You are also invited to attend the annual meeting. However, since you are not the stockholder of record, you may not vote your shares in person at the meeting unless you request and obtain a valid proxy from your broker or other agent.

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What amWHATAM I voting on?VOTINGON?

There are fourthree matters scheduled for a vote:

What if another matter is properly brought before the meeting?WHATIFANOTHERMATTERISPROPERLYBROUGHTBEFORETHEMEETING?

The Board of Directors knows of no other matters that will be presented for consideration at the annual meeting. If any other matter is properly presented at the meeting, your proxyholder (one of the individuals named on your proxy card) will vote your shares using his best judgment.

How doHOWDO I vote?VOTE?

You may either vote “For” all the nominees to the Board of Directors or you may “Withhold” your vote for any nomineeone or more nominees you specify. With regard to the advisory vote on how frequently we should solicit stockholder advisory approval of executive compensation, you may vote for any one of the following: one year, two years or three years, or you may abstain from voting on that matter. For each of the other matters to be voted on, you may vote “For” or “Against” or abstain from voting.

The procedures for voting are fairly simple:

Stockholder of Record: Shares Registered in Your Name

If you are a stockholder of record, you may vote in person at the annual meeting, vote by proxy using the enclosed proxy card, vote by proxy over the telephone or vote by proxy through the Internet. Whether or not you plan to attend the meeting, we urge you to vote by proxy to ensure your vote is counted. You may still attend the meeting and vote in person even if you have already voted by proxy.

Beneficial Owner: Shares Registered in the Name of Broker or Bank

If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, you should have received a proxy card and voting instructions with these proxy materials from that organization rather than from us. Simply complete and mail the proxy card to ensure that your vote is counted. Alternatively, you may

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vote by telephone or overthrough the Internet as instructed by your broker or bank. To vote in person at the annual meeting, you must obtain a valid proxy from your broker, bank, or other agent. Follow the instructions from your broker or bank included with these proxy materials, or contact your broker or bank to request a proxy form.

How many votes doHOWMANYVOTESDO I have?HAVE?

On each matter to be voted upon, you have one vote for each share of common stock you owned at the close of business on March 23, 2011.April 1, 2014.

What ifWHATHAPPENSIF I returnDONOTVOTE?

Stockholder of Record: Shares Registered in Your Name

If you are a stockholder of record and do not vote by completing your proxy card, by telephone, through the Internet or otherwise vote butin person at the annual meeting, your shares will not be voted, nor will your shares count toward the establishment of a quorum for the meeting.

Beneficial Owner: Shares Registered in the Name of Broker or Bank

If you are a beneficial owner and do not make specific choices?instruct your broker, bank or other agent how to vote your shares, the question of whether your broker or nominee will still be able to vote your shares depends on whether the proposal is considered to be a “routine” matter. See below under “What are broker non-votes?” for more information. Accordingly, your broker or nominee may not vote your shares on Proposals 1 or 2 without your instructions, but may vote your shares on Proposal 3.

WHATIF IRETURNAPROXYCARDOROTHERWISEVOTEBUTDONOTMAKESPECIFICCHOICES?

If you return a signed and dated proxy card or otherwise vote without marking voting selections, your shares will be voted, as applicable, “For” the election of all teneleven nominees for director, “For” the advisory approval of executive compensation, “Abstain” in the vote for the preferred frequency of advisory votes to approve executive compensation and “For” the ratification of the selection by the Board of Directors of E&YErnst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2011.2014. If any other matter is properly presented at the meeting, your proxyholder (one of the individuals named on your proxy card) will vote your shares using his best judgment.

Who is paying for this proxy solicitation?WHOISPAYINGFORTHISPROXYSOLICITATION?

We will pay for the entire cost of soliciting proxies. In addition to these proxy materials, our directors and employees and Georgeson Inc., or Georgeson, may also solicit proxies in person, by telephone, or by other means of communication. Directors and employees will not be paid any additional compensation for soliciting proxies, but Georgeson will be paid its customary fee of approximately $6,500 plus out-of-pocket expenses if it solicits proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.

What does it mean ifWHATDOESITMEANIF I receive more than one set of proxy materials?RECEIVEMORETHANONESETOFPROXYMATERIALS?

If you receive more than one set of proxy materials, your shares may be registered in more than one name or in different accounts. Please follow the voting instructions on the proxy cards in the proxy materials to ensure that all of your shares are voted.

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CanCAN I change my vote after submitting my proxy?CHANGEMYVOTEAFTERSUBMITTINGMYPROXY?

Yes. You can revoke your proxy at any time before the final vote at the meeting. If you are the record holder of your shares, you may revoke your proxy in any one of the following ways:

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Your most recent proxy card or telephone or Internet proxy is the one that is counted.

If your shares are held by your broker or bank as a nominee or agent, you should follow the instructions provided by your broker or bank.bank for changing your vote.

When are stockholder proposals due for next year’s annual meeting?WHENARESTOCKHOLDERPROPOSALSANDDIRECTORNOMINATIONSDUEFORNEXTYEAR’SANNUALMEETING?

To be considered for inclusion in next year’s proxy materials, your proposal must be submitted in writing by December 5, 2012,19, 2014 to our Secretary at 1750 Tysons Boulevard, Suite 1400, McLean, Virginia 22102. If you wish to submit a proposal that is not to be acted on at next year’s annual meeting but not included in next year’s proxy materials, or if you wish to nominate a director, you must provide written notice as required by our Bylaws no earlier than January 22, 2015 and no later than the close of business on February 6, 2012 and no earlier than January 5, 201221, 2015 to our Secretary at 1750 Tysons Boulevard, Suite 1400, McLean, Virginia 22102. You are also advised to review our Bylaws, filed with the SEC as an exhibit to a current report on Form 8-K on September 29, 2009, which contain additional requirements about advance notice of stockholder proposals and director nominations.

How are votes counted?HOWAREVOTESCOUNTED?

Votes will be counted by the inspector of election appointed for the meeting, who will separately count, for the proposal to elect directors, votes “For,” “Withhold” and broker non-votes; with respect to the proposal regarding frequency of stockholder advisory votes to approve executive compensation, votes for frequencies of one year, two years or three years, abstentions and broker non-votes; and, with respect to other proposals, votes “For” and “Against,” abstentions and, if applicable, broker non-votes. Abstentions will be counted towards the vote total for each proposal, other than the election of directors (Proposal 1) and the preferred frequency of stockholder advisory votes on the compensation of our named executive officers (Proposal 3), and will have the same effect as “Against” votes. For Proposal 3, abstentions will have no effect and will not be counted towards the vote total. Broker non-votes will have no effect and will not be counted towards the vote total for any proposal.

What are “broker non-votes”WHATARE “BROKERNON-VOTES”?

Broker non-votes occur when a beneficial owner of shares held in “street name” does not give instructions to the broker or nominee holding the shares as to how to vote on matters deemed “non-routine.” Generally, if shares are held in street name, the beneficial owner of the shares is entitled to give voting instructions to the broker or nominee holding the shares. If the beneficial owner does not provide voting instructions, the broker or nominee can still vote the shares with respect to matters that are considered to be “routine,” but not with respect to “non-routine” matters. Under the rules and interpretations of the New York Stock Exchange, or NYSE, “non-routine” matters are matters that may substantially affect the rights or privileges of shareholders, such as mergers, shareholder proposals, elections of directors, even if not contested, and for the first time, under a new amendment to the NYSE rules, executive compensation, including the advisory stockholder votes on executive compensation and on the frequency of stockholder votes on executive compensation. Broker non-votes are counted toward a quorum.

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How many votes are needed to approve each proposal?HOWMANYVOTESARENEEDEDTOAPPROVEEACHPROPOSAL?

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What is

WHATISTHEQUORUMREQUIREMENT?

A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if stockholders holding at least a majority of the outstanding shares entitled to vote are present at the meeting in person or represented by proxy. On the record date, there were 70,253,60176,838,663 shares outstanding and entitled to vote. Thus, the holders of 35,126,80138,419,332 shares must be present in person or represented by proxy at the meeting to have a quorum.

Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or if you vote in person at the meeting. Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum, the holders of a majority of shares present at the meeting in person or represented by proxy may adjourn the meeting to another date.

How canHOWCAN I find out the results of the voting at the annual meeting?FINDOUTTHERESULTSOFTHEVOTINGATTHEANNUALMEETING?

Preliminary voting results will be announced at the annual meeting. In addition, final voting results will be published in a current report on Form 8-K that we expect to file with the SEC within four business days after the annual meeting. If final voting results are not available to us in time to file a Form 8-K within four business days after the meeting, we intend to file a Form 8-K to publish preliminary results and, within four business days after the final results are known to us, file an additional Form 8-K to publish the final results.

What proxy materials are available on the Internet?WHATPROXYMATERIALSAREAVAILABLEONTHE INTERNET?

The proxy statement and annual report to stockholders are available at http://www.amstock.com/ProxyServices/ViewMaterials.asp?CoNumber=15777.www.astproxyportal.com/ast/15777/.

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PROPOSAL 1

ELECTION OF DIRECTORS

Our Board of Directors currently consists of teneleven directors. There are teneleven nominees for director this year. Each current director other than J. Darrel Barros is a nominee, and there is one new director nominee, Barry J. West. Mr. West was recommended for nomination to the Board of Directors by the Nominating and Corporate Governance Committee, after consideration by the Committee of a number of potential candidates identified by our chief executive officer. Each director to be elected and qualified will hold office until the next annual meeting of stockholders and until his successor is elected, or, if sooner, until the director’s death, resignation or removal. Each of the nominees listed below is currently a director of the Company. It is our policy to invite nominees for directors to attend the annual meeting. Last year, nineAll of our currently serving directors attended our annual meeting of stockholders.stockholders last year.

Directors are elected by a plurality of the votes of the holders of shares present in person or represented by proxy and entitled to vote on the election of directors. Proxies may not be voted for more than eleven nominees. The teneleven nominees receiving the highest number of affirmative votes will be elected. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the teneleven nominees named below. If any nominee becomes unavailable for election as a result of an unexpected occurrence, your shares will be voted for the election of a substitute nominee proposed by us. Each person nominated for election has agreed to serve if elected. Our management has no reason to believe that any nominee will be unable to serve.

Our Corporate Governance Guidelines provide that any nominee who receives a greater number of votes “withheld” than votes “for” must submit an offer of resignation to our Nominating and Corporate Governance Committee. The committee will consider the facts and circumstances and recommend to the Board of Directors the action to be taken with respect to such offer of resignation. The Board of Directors will then act on the committee’s recommendation.

NOMINEES

The Nominating and Corporate Governance Committee of our Board seeks to assemble a board that, as a whole, possesses the appropriate balance of professional and industry knowledge, financial expertise and high-level management experience necessary to oversee and direct our business. To that end, the Nominating and Corporate Governance Committee has identified and evaluated nominees in the broader context of the Board’s overall composition, with the goal of recruiting members who complement and strengthen the skills of other members and who also exhibit integrity, collegiality, sound business judgment and other qualities that the Nominating and Corporate Governance Committee views as critical to effective functioning of the Board.

The brief biographies below include information, as of the date of this proxy statement, regarding the specific and particular experience, qualifications, attributes or skills of each director or nominee that led the Board of DirectorsNominating and Corporate Governance Committee to believerecommend that thatperson as a nominee should continue to serve on the Board.for director. However, each member of the members of the Boardcommittee may have a variety of reasons why he believes a particular person would be an appropriate nominee for the Board, and these views may differ from the views of other members.

Robert H. Niehaus,Age 55. Mr. Niehaus age 58, has served as a memberdirector of our company since February 2008 and as Chairman of our Board of Directors since our inception and has served as our Chairman since September 2009. Mr. Niehaus also served as our Chief Executive Officer for a brief period in September 2009. He has beenMr. Niehaus is the founder and Chairman of GCP Capital Partners LLC, an investment firm formed in 2009 as the successor to Greenhill Capital Partners, since June 2000. Mr. Niehaus has been a memberthe merchant banking business of Greenhill’s management committee since its formation in January 2004.Greenhill & Co., Inc. Mr. Niehaus joined Greenhill & Co., Inc. in January 2000 as a Managing Director to begin the formation of Greenhill Capital Partners. He currently servesPartners and served as an Advisory Directorits Chairman and Chair of Greenhill & Co., Inc. and Chairman of GCP Capital Partners Holdings LLC. its Investment Committee from 2000 to 2009.

Prior to joining Greenhill, Mr. Niehaus spent 17 years at Morgan Stanley & Co., or Morgan Stanley, where he was a Managing Director in the merchant banking department from 1990 to 1999. Mr. Niehaus was Vice Chairman and a director of the private equity investment funds Morgan Stanley Leveraged Equity Fund II, L.P., a $2.2 billion private equity investment fund, from 1992 to 1999, and was Vice Chairman and a director of Morgan Stanley

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Capital Partners III, L.P., a $1.8 billion private equity investment fund, from 1994 to 1999. Mr. Niehaus was also the Chief Operating Officer of Morgan Stanley’s merchant banking department from 1996 to 1998.

Mr. Niehaus currently serves as a director of Heartland Payment Systems, Inc., or Heartland,a publicly held provider of payment processing services, and previouslyseveral private portfolio companies of GCP Capital Partners. Within the past five years, he has also served as a directoron the boards of directors of the following publicly held companies: American Italian Pasta Company from 1992 to January 2008,companies Crusader Energy Group Inc. from July 2008 to July 2009,and EXCO Resources Inc. from November 2004 to June 2009, Global Signal, Inc. from October 2002 until its merger with Crown Castle International Corp., or Crown Castle, in January 2007, and Crown Castle from January 2007 to July 2007. Mr. Niehaus isreceived a graduateBachelor of Arts in International Affairs from the Woodrow Wilson School at Princeton University and a Masters of Business Administration degree from the Harvard Business School, from which he graduated with high

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distinction as a Baker Scholar. Our Board of Directors has concluded thatbelieves Mr. Niehaus shouldNiehaus’s qualifications to serve on theour Board and on the Compensation Committee based oninclude his extensive corporate management experience, his financial and investment banking expertise and his experience in working with telecommunications companies.

J. Darrel Barros, Age 50. Mr. Barros has servedserving on our Boardthe boards of Directors since September 2009. Mr. Barros has served as the Presidentdirectors of Syndicated Communications, Inc., a private equity fund focused on media and communications, since 2006. He also has served as President of VGC, PC, a Washington, D.C. based law firm specializing in private equity and early-stage investments, from 2003 to the present. Mr. Barros also served as a corporate and securities attorneynumerous companies, particularly in the venture capital practice group of DLA Piper US LLP from 1997 to 2003. He is currently Executive Chairman of Haven Media Group, LLC, a music-media company, and Chairman of Prestige Resort Properties, Inc., a resort and hospitality company. Mr. Barros is also a director of Maya Cinemas. Mr. Barros received a Bachelor of Science degree from Tufts University, a Master in Business Administration from the Amos Tuck School of Business in Dartmouth College, and a Juris Doctorate degree from the University of Michigan. Our Board of Directors has concluded that Mr. Barros should serve on the Board and on the Audit Committee based on his extensive experience in working with technology companies and his financial management experience.

Scott L. Bok, age 51. Mr. Bok has served on our Board of Directors since our inception. He also served as our Chairman and Chief Executive Officer from our formation in November 2007 until September 2009. Separately, Mr. Bok has served as Chief Executive Officer or Co-Chief Executive Officer of Greenhill & Co., Inc., since October 2007, served as its U.S. President between January 2004 and October 2007 and has been a member of its management committee since its formation in January 2004. In addition, Mr. Bok has been a director of Greenhill since its incorporation in March 2004. Mr. Bok joined Greenhill as a Managing Director in February 1997. Before joining Greenhill, Mr. Bok was a Managing Director in the mergers, acquisitions and restructuring department of Morgan Stanley where he worked from 1986 to 1997. From 1984 to 1986, Mr. Bok practiced mergers and acquisitions and securities law in New York with Wachtell, Lipton, Rosen & Katz. Mr. Bok was previously a member of the Board of Heartland from 2001 to 2008. Mr. Bok is a graduate of the University of Pennsylvania’s Wharton School. He holds a Juris Doctorate from the University of Pennsylvania Law School. Our Board of Directors has concluded that Mr. Bok should serve on the Board and on the Nominating and Corporate Governance Committee based on his extensive corporate management experience and his financial expertise.telecommunications industry.

Thomas C. Canfield,,Age 55. Mr. Canfield age 58, has served onas a director of our Board of Directorscompany since our inception.February 2008. Since October 2007, Mr. Canfield has served as Senior Vice President-GeneralPresident, General Counsel &and Secretary of Spirit Airlines, Inc. sinceFrom September 2006 to October 2007. Previously,2007, Mr. Canfield wasserved as General Counsel & Secretary of Point Blank Solutions, Inc. and was, a manufacturer of antiballistic body armor. Prior to Point Blank, from 2004 to 2007, he served as Chief Executive Officer and Plan Administrator for AT&T Latin America Corp. Prior to assuming those roles, Mr. Canfield was General Counsel and Secretary of AT&T Latin America Corp. following its acquisition by, a public company formerly known as FirstCom Corporation.Corporation, which developed high-speed fiber networks in Latin American cities. Mr. Canfield also served as General Counsel and Secretary at AT&T Latin America Corp. filed for bankruptcy in April 2003. Mr. Canfield became General Counsel of FirstCom in May 2000. Priorfrom 1999 to joining FirstCom,2004. Previously, Mr. Canfield was Counsel in the New York office of the law firm Debevoise & Plimpton LLP, where for nineLLP. Within the past five years, he practiced in the areas of corporate, securities and international transactions. Mr. Canfield previously served as a member of the Boardboard of Directorsdirectors of Tricom SA from 2004 until 2010 and asS.A., a member of the Board of Directors of Birch Telecom Inc. from 2006 to 2008.publicly held telecommunications company. Our Board of Directors has concluded thatdirectors believes Mr. Canfield shouldCanfield’s qualifications to serve on theour Board and on the Audit Committee based oninclude his management experience in the telecommunications industry and his particular familiarity with serving on the boardsas a director of technology companies.

Brigadier Gen. Peter M. Dawkins (Ret.),,age 73. Brigadier General Dawkins, U.S. Army (Retired),76, has served onas a director of our Board of Directorscompany since October 2009. Gen. Dawkins has been a Senior Partner at Flintlock Capital Asset Management LLC since July 2009. Gen. DawkinsHe is currently a member of the advisory board of Wilmington Trust FSB. He is also Founder and Principal of ShiningStar Capital LLC, or ShiningStar, which he founded in May 2008. Prior2008, and a Senior Advisor to founding ShiningStar, Gen.Virtu Financial LLC. Previously, General Dawkins wasserved as Vice Chairman of Global Wealth Management for Citigroup Inc., or Citigroup, from August 2007 to May 2008,as Vice Chairman of the Citigroup Private Bank, from

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2000 to August 2007, and as Executive Vice President and Vice Chairman of The Travelers Companies, Inc. during an eleven-yeareleven year tenure with thethat firm. Previously, fromFrom 1991 to 1996, he served as Chairman and Chief Executive Officer of Primerica Financial Services, Inc., and earlier served as head of the U.S. consulting practice of Bain & Company Inc. Gen.General Dawkins began his career in the private sector as head of the Public Financing Banking division of Lehman Brothers Holdings Inc. A 1959 graduate of the United States Military Academy at West Point, Gen.General Dawkins served in the U.S. Army for 24 years. He wasyears, being promoted to Brigadier General in 1981. Gen. Dawkins holds a Ph.D. and Master’s degree from the Woodrow Wilson School at Princeton University. He was selected as a Rhodes Scholar and studied at Oxford University, later earning Ph.D. and Master of Public Administration degrees from 1959 through 1962.the Woodrow Wilson School at Princeton University. General Dawkins is currently a member of the advisory board of Wilmington Trust FSB. Our Board of Directors has concluded that Gen. Dawkins shouldbelieves General Dawkins’s qualifications to serve on theour Board based oninclude his extensive corporate management experience, his military experience and his financial expertise.

Matthew J. Desch,, age 53. Mr. Desch56, has beenserved as our Chief Executive Officer and a memberdirector of our Board of Directorscompany since September 2009 when we purchased, directly or indirectly, all of the outstanding equity of Iridium Holdings LLC, or Iridium Holdings, in a transaction that we refer to as the Acquisition. Mr. Deschand previously served as Chief Executive Officer of Iridium Holdings from August 2006 to September 2009. Before that, he wasFrom 2002 to 2005, Mr. Desch served as Chief Executive Officer of Telcordia Technologies, Inc., or Telcordia, a telecomtelecommunications software services provider, from 2002 to November 2005. Prior to Telcordia,provider. Previously, he spent 13 years at Nortel Networks Corporation, or Nortel, including as President forof its global wireless networks business from 1996 to 1999 and as President of Global Carriers responsible for all carrier customers outside of North America, from 1999 until he left in Marchto 2000. Within the past five years, Mr. Desch served on the Boardboards of Directorsdirectors of the public companies Starent Networks Corp. from 2005 until late 2009 and served on the Board of Directors of Airspan Networks, Inc. from 2000 to 2009. He hasalso serves on the President’s National Security Telecommunications Advice Committee. He received a Bachelor of Science degree in Computer Science from The Ohio State University and a Master of Business Administration from the University of Chicago. Our Board of Directors has concluded thatbelieves Mr. Desch shouldDesch’s qualifications to serve on theour Board based oninclude his deep knowledge of our company gained from his position as our Chief Executive Officer and previously as the Chief Executive Officer of Iridium Holdings, as well as his extensive experience in the telecommunications industry.

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Terry L. JonesThomas J. Fitzpatrick, age 56, has served as our Chief Financial Officer since April 2010 and as our Chief Administrative Officer and a director of our company since August 2013. From 2002 to December 2009, Mr. Fitzpatrick was Executive Vice President and Chief Financial Officer of Centennial Communications Corp., age 64a publicly traded telecommunications company that was acquired by AT&T in November 2009. Previously, Mr. Fitzpatrick served as Chief Financial Officer of a number of privately held and publicly traded companies in the telecommunications and technology industries and was a Vice President with Bell Atlantic Corporation (now Verizon). Mr. Jones has served on our Board of Directors since the Acquisition in September 2009 and served on the Board of Directors of Iridium Holdings from 2001 to September 2009. Mr. Jones is the Managing Member of the General Partner of Syndicated Communications Venture Partners IV, L.P. and the Managing Member of Syncom Venture Management Co., LLC. Prior to joining Syncom in 1978, he was co-founding stockholder and Vice President of Kiambere Savings and Loan in Nairobi, and a lecturer at the University of Nairobi. He also worked as a Senior Electrical Engineer for the Westinghouse Electric Corporation, Aerospace Division, and Litton Industries Corp. He is a member of the Boards of Directors of Radio One, Inc. and PKS Communications, Inc. He formerly served on the Board of the Southern African Enterprise Development Fund, and is on the Board of Trustees of Spellman College. Mr. Jones receivedFitzpatrick graduated with a Bachelor of ScienceBusiness Administration degree in Electrical Engineering from Trinity College,Pennsylvania State University and a Master of Science degree in Electrical Engineering from George Washington University and a Masters of Business Administration degree from HarvardVillanova University. Mr. Fitzpatrick is also a Certified Public Accountant. Our Board of Directors has concluded thatbelieves Mr. Jones shouldFitzpatrick’s qualifications to serve on theour Board and on the Compensation and Nominating and Corporate Governance Committees based on his extensive corporate management experience and, as a long-term member of the Board of Iridium Holdings,include his deep knowledge of our company.company gained from his position as our Chief Financial Officer, as well as his extensive financial experience in the telecommunications industry.

Alvin B. Krongard,, age 74. Mr. Krongard77, has served as a memberdirector of our Board of Directorscompany since the Acquisition in September 2009 and previously served as a member of the Board of Directorsdirector of Iridium Holdings from 2006 tountil September 2009. Since 2004, Mr. Krongard has been pursuingpursing personal interests. In 1991,He served as Executive Director of the Central Intelligence Agency from 2001 to 2004 and as counselor to the Director of the Central Intelligence Agency from 2000 to 2001. Mr. Krongard was electedpreviously served in various capacities at Alex.Brown, Incorporated, including serving as Chief Executive Officer of Alex. Brown Incorporated, or Alex. Brown, an investment banking firm,beginning in 1991 and in 1994, he becameassuming additional duties as Chairman of the Boardboard of Directorsdirectors in 1994. Upon the merger of Alex. Brown.Alex.Brown with Bankers Trust Corporation in 1997, Mr. Krongard also served asbecame Vice Chairman of the Board of Directors of Bankers Trust Company N.A. from 1997 to 1998,and served in addition to holding other financial industry posts. He served as Counselor tosuch capacity until joining the Director of the U.S. Central Intelligence Agency from 1998 to 2001,in 1998. He currently serves as the lead independent director and then as Executive Directorchairman of the CIA from 2001 to 2004. Mr. Krongard served onaudit committee of the Boardboard of Directors of PHH Corporation from January 2005 to June 2009. He serves on the Board of Directorsdirectors of Under Armour, Inc., and also serves as Vice Chairmana director of The Johns Hopkins Health System Corporation.Apollo Global Management and a member of the audit committee of its board of directors. Mr. Krongard

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received a Bachelor of Arts degree graduated with honors from Princeton University and received a Juris Doctorate degreeJ.D. from the University of Maryland School of Law.Law, where he also graduated with honors. Mr. Krongard also serves as the Vice Chairman of the Johns Hopkins Health System. Our Board of Directors has concluded thatbelieves Mr. Krongard shouldKrongard’s qualifications to serve on theour Board include his past leadership experience with a large publicly-traded investment banking firm Alex.Brown, Incorporated, including as Chief Executive Officer and on the Compensation and Nominating and Corporate Governance Committees based on his extensive corporate management experience, his experience leading an agency of the U.S. government and, as a memberChairman of the Board, his past leadership experience with the Central Intelligence Agency, including serving as Executive Director responsible for overall operations of Iridium Holdings,the agency, and his deep knowledge of our company.company dating to his time as a director of Iridium Holdings.

Admiral Eric T. Olson (Ret.), age 62, has served as a director of our company since December 2011. Admiral Olson retired from the United States Navy in 2011 as a full Admiral after 38 years of military service. He served in special operations units throughout his career, during which he earned a Master’s Degree in National Security Affairs and was awarded several decorations for leadership and valor, including the Defense Distinguished Service Medal and the Silver Star. Admiral Olson was the first Navy SEAL officer to be promoted to three- and four-star ranks. Admiral Olson’s career culminated as the head of the United States Special Operations Command from July 2007 to August 2011, where he was responsible for the mission readiness of all Army, Navy, Air Force, and Marine Corps special operations forces. As President and Managing Member of ETO Group, LLC since September 2011, Admiral Olson is now an independent national security consultant who supports a wide range of private and public sector organizations. Admiral Olson serves on the board of directors of Under Armour, Inc. and is a member of its nominating and corporate governance committee and also serves as a Director of the non-profit Special Operations Warrior Foundation. Admiral Olson graduated from the United States Naval Academy in 1973 and earned a Master of Arts degree in National Security Affairs at the Naval Postgraduate School. He is an Adjunct Professor in the School of International and Public Affairs at Columbia University. Our Board of Directors believes Admiral Olson’s qualifications to serve on our Board include his past leadership experience as Admiral in the United States Navy, including his leadership and management of a large and complex organization as head of the United States Special Operations Command.

Steven B. Pfeiffer,Age 64. Mr. Pfeiffer age 67, has served onas a director of our Board of Directorscompany since September 2009 and served on the Board of Directors of Iridium Holdings from 2001 to September 2009. Mr. Pfeiffer has been a partner in the law firm of Fulbright & Jaworski LLP since 1983 and has served as the elected ChairChairman of the firm’sits Executive Committee since 2003.from 2003 to 2012. He previously served as the Partner-In-Charge of the Washington, D.C. and London offices, and headed

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the firm’s International Department. In 2013, Fulbright & Jaworski LLP became a member of Norton Rose Fulbright Verein, a Swiss Verein. Mr. Pfeiffer is also a Non-Executive Director of Barloworld Limited, (aa public company in South Africa on whose compensation, nominating and general purposes committeecommittees he serves) in South Africa,also serves. Mr. Pfieffer is a Non-Executive Director of Borghese International Ltd. He also serves as Chairman Emeritus of Wesleyan University, a Trustee of The Africa-America Institute in New York, a Director of Project HOPE in Washington, D.C., and a Director of the NAACP Legal Defense and Educational Fund, Inc. Mr. Pfeiffer received a Bachelor of Arts degree from Wesleyan University and studied at Oxford University as a Rhodes Scholar, completing a Bachelor of Arts degree and a Masters degree in jurisprudence. He also holds a Masters degree in Area Studies (Africa) from the School of Oriental and African Studies of the University of London and holds a Juris Doctorate degree from Yale University. Mr. Pfeiffer served as an officer on active and reserve duty in the U.S. Navy. In 2010, he was recognized by the National Association of Corporate Directors (NACD) as one of the top 100 non-executive directors in the United States. Our Board of Directors has concluded thatbelieves Mr. Pfeiffer shouldPfeiffer’s qualifications to serve on theour Board and on the Compensation Committee based oninclude his extensive corporate management experience, his experience in working with technology companies, and, as a long-term member of the Board of Directors of Iridium Holdings, his deep knowledge of our company.

Parker W. Rush,, age 51.54, has served as a director of our company since February 2008. Since July 2012, Mr. Rush has served on our Boardas Chief Executive Officer of Directors since our inception.ClearView Risk Holdings LLC. Since March 2012, he has also served as a Partner at Consult PWR, LLC. From 2003 until March 2012, Mr. Rush has served as the President and Chief Executive Officer and as a member of the Boardboard of Directorsdirectors of Republic Companies Group, Inc., or Republic, a provider of property and casualty insurance since December 2003. Prior to his employment with Republic,company. Previously, Mr. Rush served in various capacities at The Chubb Corporation from 1980 to 2003, including as a Senior Vice President and Managing Director at The Chubb Corporation and in various other capacities since February 1980.Director. Mr. Rush alsoreceived a Bachelor of Business Administration degree from the University of Texas. Mr. Rush currently serves as a member of the Boardsboards of Directors fordirectors of American Independent Insurance Company and ArtBanc International, Ltd., Inc. Mr. Rush is also anand as a member of the Advisory Board Member for the Dallas/Ft.Dallas / Fort Worth Salvation Army. Our Board of Directors has concludedbelieves that Mr. Rush shouldRush’s qualifications to serve on theour Board and on the Audit Committee based oninclude his extensive corporate management experience and his financial expertise,expertise.

S. Scott Smith, age 55, has served as our Chief Operating Officer and a director of our company since August 2013. He previously served as our Executive Vice President, Satellite Development and Operations from April 2010 to August 2013. From 2006 to March 2010, Mr. Smith served as Chief Operating Officer of DigitalGlobe Inc. From 1995 to 2006, he held various positions at Space Imaging Inc., most recently as Executive Vice President, Sales, Engineering and Operations. Previously, Mr. Smith served in a number of engineering and management positions with Lockheed Missiles & Space Company. Mr. Smith is currently a member of the board of directors of SkyBox Imaging, Inc. He received a Bachelor of Science degree in Aerospace Engineering from Syracuse University and a Master of Science degree in Aeronautical and Astronautical Engineering from Stanford University. Our Board of Directors believes Mr. Smith’s qualifications to serve on our Board include his deep knowledge of our company gained from his previous position as our Executive Vice President, Satellite Development and Operations.

Barry J. West, age 68, is a director nominee and has not previously served on our Board of Directors. Mr. West has served as Chief Executive Officer of Collision Communications Inc., a telecommunications company, since May 2011. From June 2010 to May 2011, he was a consultant to companies in the mobile broadband industry. From November 2008 to June 2010, he served as the President and Chief Architect of Clearwire Corporation and as its President of International Operations. From 2005 to November 2008, he served in a number of roles with Sprint Nextel Corp., including as its Chief Technical Officer and President of its 4G Mobile Broadband unit (XOHM). From 1996 to 2005, he served as Chief Technology Officer and Executive Vice President of Nextel Communications, Inc. Prior to joining Nextel, Mr. West served in a number of senior positions with British Telecom for more than 35 years, most recently as director of value-added services and corporate marketing at Cellnet, a cellular communications subsidiary of British Telecom. Our board of directors believes that Mr. West’s qualifications to serve on the board include his qualification as an audit committee financial expert under SEC guidelines.extensive technology background and corporate management experience in the telecommunications industry.

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THE BOARD OF DIRECTORS RECOMMENDS

A VOTE “FOR” EACH NAMED NOMINEE.

INFORMATION REGARDING THE BOARD OF DIRECTORS AND COMMITTEES

AND CORPORATE GOVERNANCE

DIRECTORINDEPENDENCEOF THE BOARDOF DIRECTORS

As required under the NASDAQ listing standards, a majority of the members of a listed company’s Boardboard of Directorsdirectors must qualify as “independent,” as affirmatively determined by the Boardits board of Directors.directors. Consistent with these considerations, after review of all relevant identified transactions or relationships between each of our directors and the new director nominee, or any of histheir respective family members, and us, our senior management and our independent registered public accounting firm, the Board has affirmatively determined that the following nineeight currently serving directors are independent directors within the meaning of the applicable NASDAQ listing standards: Messrs. Barros, Bok, Canfield, Dawkins, Jones, Krongard, Niehaus, Olson, Pfeiffer and Rush. The Board also has determined that Mr. West, the new director nominee, is independent under the applicable NASDAQ listing standards. In making this determination, the Board found that none of these directors or the new director nominee had a material or other disqualifying relationship with us. Mr.Messrs. Desch, isFitzpatrick and Smith are not an independent directordirectors by virtue of his positiontheir positions as executive officers of our Chief Executive Officer.company.

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BOARD LEADERSHIP STRUCTURE

Our Board of Directors has an independent Chairman, Mr. Niehaus, who has authority, among other things, to call and preside over Board meetings, including meetings of the independent directors, to set meeting agendas and to determine materials to be distributed to the Board. Accordingly, the Chairman has substantial ability to shape the work of the Board. We believe that separation of the positions of Chairman and Chief Executive Officerchief executive officer reinforces the independence of the Board in its oversight of our business and affairs. In addition, we believe that having an independent Chairman creates an environment that is more conducive to objective evaluation and oversight of management’s performance, increasing management accountability and improving the ability of the Board to monitor whether management’s actions are in the best interests of us and our stockholders. As a result, we believe that having an independent Chairman can enhance the effectiveness of the Board as a whole.

ROLEOF THETHE BOARDIN RISK OVERSIGHT

One of the Board’s key functions is informed oversight of our risk management process. The Board does not have a standing risk management committee, but rather administers this oversight function directly through the Board as a whole, as well as through various Board standing committees that address risks inherent in their respective areas of oversight. In particular, while our Board is responsible for monitoring and assessing strategic risk exposure, our Audit Committee has the responsibility to consider and discuss our major financial risk exposures and the steps our management has taken to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. Our Audit Committee also monitors compliance with legal and regulatory requirements. Our Nominating and Corporate Governance Committee monitors the effectiveness of our corporate governance guidelines, including whether they are successful in preventing illegal or improper liability-creating conduct. Our Compensation Committee assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking. It is the responsibility of the committee chairs to report findings regarding material risk exposures to the Board. The Chairman has the responsibility of coordinating between the Board and management with regard to the determination and implementation of responses to any problematic risk management issues.

MEETINGSOF THETHE BOARDOF DIRECTORS

The Board of Directors met five times during 2010.2013. Each Board member attended 75% or more of the aggregate number of meetings of the Board and of the committees on which he served that were held during the year.portion of the year for which he was a director or committee member.

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INFORMATION REGARDING COMMITTEESOFTHE BOARDOF DIRECTORS

Our Board has three committees:committees that include an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. The following table provides membership and meeting information for 20102013 for each of thethese Board committees:

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Below is a description of each committee of our Board of Directors. The Board of Directors has determined that each member of each committee is independent within the meaning of the NASDAQ listing standards and that each member is free of any relationship that would impair his individual exercise of independent judgment with regard to us.

Audit Committee

The Audit Committee of our Board of Directors was established by the Board to oversee our corporate accounting and financial reporting processes and audits of itsour financial statements. For this purpose, the Audit Committee performs several functions. The Audit Committee evaluates the performance of, and assesses the qualifications of, the independent registered public accounting firm; determines and approves the engagement of the independent registered public accounting firm; determines whether to retain or terminate the existing independent registered public accounting firm or to appoint and engage a new independent registered public accounting firm; reviews and approves the retention of the independent registered public accounting firm to perform any proposed permissible non-audit services; monitors the rotation of partners of the independent registered public accounting firm on our audit engagement team as required by law; reviews and approves or rejects transactions between us and any related persons; confers with management and the independent registered public accounting firm regarding the effectiveness of internal controls over financial reporting; establishes procedures, as required under applicable law, for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or auditing matters and the confidential and anonymous submission by employees of concerns regarding questionable accounting or auditing matters; and meets to review our annual audited financial statements and quarterly financial statements with management and the independent registered public accounting firm. firm, including a review of our disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

The Audit Committee is currently composed of Messrs. Rush (Chairman), Barros and Canfield. As described above, following the annual meeting, General Dawkins will replace Mr. Barros on the Audit Committee. In 2010,2013, the Audit Committee met sevensix times. The Audit Committee has adopted a written charter that is available to stockholders on our website at http://investor.iridium.com/governance.cfm.

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At least annually, the Board of Directors reviews the NASDAQ listing standards definition of independence for Audit Committee members and has determined that all members of our Audit Committee are independent. The Board of Directors has also determined that Mr. Rush qualifies as an “audit committee financial expert,” as defined in applicable SEC rules.

Report of the Audit Committee of the Board of Directors

The Audit Committee has reviewed and discussed the audited financial statements for the year ended December 31, 20102013 with management of Iridium Communications Inc. The Audit Committee has discussed with the independent registered public accounting firm the matters required to be discussed by Statement on Auditing Standards No. 61, as amended (AICPA,16,Professional StandardsCommunications with Audit Committees, Vol. 1. AU section 380), as adopted by the Public Company Accounting Oversight Board, or PCAOB, in Rule 3200T.PCAOB. The Audit Committee has also received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent accountants’ communications with the audit committee concerning independence, and has discussed with the independent registered public accounting firm the accounting firm’s independence. Based on the foregoing, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2010.2013.

Respectfully submitted,

AUDIT COMMITTEE

Parker W. Rush, Chairman

J. Darrel Barros

Thomas C. Canfield

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The material in this report of the audit committee is not “soliciting material,” is furnished to, but not deemed “filed” with, the SEC and is not deemed to be incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended, or the Securities Act, or the Securities Exchange Act of 1934, as amended, or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

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Compensation Committee

Our Compensation Committee is composed of Messrs. Pfeiffer (Chairman), Jones, Krongard and Niehaus. All members of our Compensation Committee are independent within the meaning of the NASDAQ listing standards. In 2010,2013, the Compensation Committee met five times. The Compensation Committee has adopted a written charter that is available to stockholders on our website at http://investor.iridium.com/governance.cfm.

The Compensation Committee acts on behalf of the Board to oversee our compensation policies, plans and programs, including with respect to salary, long-term incentives, bonuses, perquisites, equity incentives, severance arrangements, retirement benefits and other employee benefits, and to review and determine the compensation to be paid to our executive officers and directors. The Compensation Committee has also made a non-exclusive delegation of certain authorities to a subcommittee tasked with approving both cash and equity compensation that may qualify as “performance-based compensation” under Section 162(m) of the Internal Revenue Code, or the Code, which we refer to as the performance subcommittee.

Our Compensation Committee also reviews with management our Compensation Discussion and Analysis and considers whether to approve its inclusion in proxy statements and other filings.

Typically, the Compensation Committee meets quarterly and with greater frequency if necessary. The agenda for each meeting is usually developed by the Chairman of the Compensation Committee. The Compensation Committee meets regularly in executive session. However, from time to time, various members of management and other employees as well as outside advisors or consultants may be invited by the Compensation Committee to make presentations, to provide financial or other background information or advice or to otherwise participate in Compensation Committee meetings. The Chief Executive Officer may not participate in, or be present during, any deliberations or determinations of the Compensation Committee regarding his compensation or individual performance objectives. The charter of the Compensation Committee grants the Compensation Committee full access to all of our books, records, facilities and personnel, as well as authority to obtain, at our expense, advice and assistance from internal and external legal, accounting or other advisors and consultants and other external resources that the Compensation Committee considers necessary or appropriate in the performance of its duties. In particular, the Compensation Committee has the sole authority to retain compensation consultants to assist in its evaluation of executive and director compensation, including the authority to approve the consultant’s reasonable fees and other retention terms. Under its charter, the Compensation Committee may select, or receive advice from, a compensation consultant, legal counsel or other adviser to the compensation committee, other than in-house legal counsel and certain other types of advisers, only after taking into consideration six factors, prescribed by the SEC and NASDAQ, that bear upon the adviser’s independence; however, there is no requirement that any adviser be independent.

During 2010,2013, after taking into consideration the six factors prescribed by the SEC and NASDAQ described above, our Compensation Committee engaged a compensation consultant, Frederic W. Cook & Co., Inc., to perform the services described in “Executive Compensation—Compensation Discussion and Analysis—Use of Compensation Consultant.”

The specific determinations of our Compensation Committee with respect to executive compensation for the year ended December 31, 2013 are described in greater detail in the Compensation Discussion and Analysis section of this Proxy Statement.

Compensation Committee Interlocks and Insider Participation

During 2010,2013, the members of our Compensation Committee were Messrs. Pfeiffer, Jones, Krongard and Niehaus, none of whom is a current or former employee of our company. None of the members of our Compensation Committee had a direct or indirect material interest in any related-party transaction involving our company.

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No interlocking relationships exist between our Board of Directors or our Compensation Committee and the board of directors or the compensation committee of any other entity. None of our executive officers serves, or in the past year has served, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on our Board of Directors or our Compensation Committee.

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Compensation Committee Report

The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis contained in this proxy statement. Based on this review and discussion, the Compensation Committee approvedhas recommended to the inclusion ofBoard that the Compensation Discussion and Analysis be included in this proxy statement.

Respectfully submitted,

COMPENSATION COMMITTEE

Steven B. Pfeiffer, Chairman

Terry L. Jones

Alvin B. Krongard

Robert H. Niehaus

The material in this report of the compensation committee is not “soliciting material,” is furnished to, but not deemed “filed” with, the SEC and is not deemed to be incorporated by reference in any filing of the Company under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee of the Board of Directors is responsible for identifying, reviewing and evaluating candidates to serve as our directors, consistent with criteria approved by the Board, reviewing and evaluating incumbent directors, recommending to the Board for selection candidates for election to the Board of Directors, making recommendations to the Board regarding the membership of the committees of the Board, assessing the performance of the Board, and developing a set of corporate governance principles for us. The Nominating and Corporate Governance Committee is composed of Messrs. BokKrongard (Chairman), JonesCanfield and Krongard.Olson. All members of the Nominating and Corporate Governance Committee are independent within the meaning of the NASDAQ listing standards.

During 2010,2013, the Nominating and Corporate Governance Committee met once.two times. The Nominating and Corporate Governance Committee has adopted a written charter that is available to stockholders on our website atat: http://investor.iridium.com/governance.cfm.

The Nominating and Corporate Governance Committee believes that candidates for director should have minimum qualifications, including having the ability to read and understand basic financial statements, being over 21 years of age and having the highest personal integrity and ethics. The Nominating and Corporate Governance Committee also intends to consider other factors, such as possessing relevant expertise upon which to be able to offer advice and guidance to management, having sufficient time to devote to our affairs, demonstrated excellence in his or her field, having the ability to exercise sound business judgment and having the commitment to rigorously represent the long-term interests of our stockholders. However, the Nominating and Corporate Governance Committee can modify these qualifications from time to time. Candidates for director nominees are reviewed in the context of the current composition of the Board, our operating requirements and the long-term interests of stockholders. In conducting this assessment, the Nominating and Corporate Governance Committee typically considers diversity, age, skills and such other factors as it deems appropriate given our current needs and those of the Board to maintain a balance of knowledge, experience and capability. In the case of incumbent directors whose terms of office are set to expire, the Nominating and Corporate Governance

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Committee reviews these directors’ overall service to us during their terms, including the number of meetings attended, level of participation, quality of performance and any other relationships and transactions that might impair the directors’ independence. In the case of new director candidates, the Nominating and Corporate Governance Committee also determines whether the nominee is independent for NASDAQ purposes, which determination is based upon applicable NASDAQ listing standards, applicable SEC rules and regulations and the advice of counsel, if necessary. The Nominating and Corporate Governance Committee then uses its network of contacts, as well as those of senior management, to compile a list of potential candidates, but may also engage, if it deems appropriate, a professional search firm. The Nominating and Corporate Governance Committee conducts any appropriate and necessary

13.

inquiries into the backgrounds and qualifications of possible candidates after considering the function and needs of the Board. The Nominating and Corporate Governance Committee meets to discuss and consider the candidates’ qualifications and then recommends candidates to the Board for selection.

The Nominating and Corporate Governance Committee will consider director candidates recommended by stockholders. The Nominating and Corporate Governance Committee does not intend to alter the manner in which it evaluates candidates, including the minimum criteria set forth above, based on whether or not the candidate was recommended by a stockholder. Stockholders who wish to recommend individuals for consideration by the Nominating and Corporate Governance Committee to become nominees for election to the Board may do so by delivering a written recommendation to the Nominating and Corporate Governance Committee at the following address: c/o Iridium Communications Inc., 1750 Tysons Blvd., Suite 1400, McLean, VA 22102, Attn: Secretary, not less than 90 days but not more than 120 days prior to the anniversary date of the last annual meeting of stockholders. Submissions must include the name and address of the stockholder making the recommendation, the number of shares of our common stock beneficially owned by such stockholder as of the date of the submission, the full name of the proposed nominee, a description of the proposed nominee’s business experience for at least the previous five years, complete biographical information for the nominee and a description of the proposed nominee’s qualifications as a director. Any such submission must be accompanied by the written consent of the proposed nominee to be named as a nominee and to serve as a director if elected.

Stockholder Communications with the Board of Directors

Our Board has adopted a formal process by which stockholders may communicate with the Board or any of its directors. Stockholders who wish to communicate with the Board or an individual director may send a written communication to the Board or such director addressed to our Secretary at 1750 Tysons Blvd., Suite 1400, McLean, VA 22102. Each communication must set forth:

Each communication will be reviewed by our Secretary to determine whether it is appropriate for presentation to the Board or such director. Examples of inappropriate communications include advertisements, solicitations or hostile communications. Communications determined by our Secretary to be appropriate for presentation to the Board or such director will be submitted to the Board or such director on a periodic basis.

Code of Ethics

We have adopted the Iridium Communications Inc. Code of Business Conduct and Ethics, or the Code of Ethics, that applies to all of our officers, directors and employees as well as those of our subsidiaries. The Code of Ethics is available on our website at http://investor.iridium.com/governance.cfm. If we make any substantive amendments to the Code of Ethics, or grant any waiver from a provision of the Code of Ethics to any executive officer or director, we will promptly disclose the nature of the amendment or waiver on our website.

Corporate Governance Guidelines

The Board of Directors has documented our governance practices by adopting Corporate Governance Guidelines, or the Guidelines, to assure that the Board will have the necessary authority and practices in place to review and

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evaluate our business operations as needed and to make decisions that are independent of our management. The Guidelines are also intended to align the interests of directors and management with those of our stockholders. The Guidelines set forth, among other things, the practices the Board intends to follow with respect to Board composition and selection, Board meetings and involvement of senior management, Chief Executive Officer performance evaluation and succession planning, and Board committees and compensation. The Guidelines mayprovide that any nominee who receives a greater number of votes “withheld” than votes “for” must submit an offer of resignation to our Nominating and Corporate Governance Committee. The committee will consider the facts and circumstances and recommend to the Board of Directors the action to be viewedtaken with respect to such offer of resignation, and the Board of Directors will then act on the committee’s recommendation. The Guidelines are available on our website at http://investor.iridium.com/governance.cfm.

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PROPOSAL 2

ADVISORY VOTEON EXECUTIVE COMPENSATION

Under the Dodd-Frank Wall Street Reform and Consumer Protection Act, or the Dodd-Frank Act, and Section 14AAt our 2011 annual meeting of the Exchange Act,stockholders, our stockholders indicated their preference that we solicit a non-binding advisory vote on the compensation of our named executive officers, commonly referred to as a “say-on-pay vote,” every year. The Board has adopted a policy that is consistent with that preference. In accordance with that policy, this year, we are now entitled to voteagain asking our stockholders to approve, on an advisory basis, the compensation of our named executive officers as disclosed in this proxy statementProxy Statement in accordance with SEC rules.

This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the compensation philosophy, policies and practices described in this proxy statement.Proxy Statement.

The compensation of our named executive officers subject to the vote is disclosed in the Compensation Discussion and Analysis, the compensation tables and the related narrative disclosure contained later in this proxy statement.Proxy Statement. As discussed in those disclosures, we believe that our compensation policies and decisions are focused on pay-for-performance principles and strongly aligned with our stockholders’ interests. Compensation of our named executive officers is designed to enable us to attract, motivate and retain talented and experienced executives to lead our company successfully in a competitive environment.

Accordingly, the Board is asking the stockholders to indicate their support for the compensation of our named executive officers as described in this proxy statementProxy Statement by casting a non-binding advisory vote “FOR” the following resolution:

“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, compensation tables and any related information disclosed in this proxy statement, is hereby APPROVED.”

Because the vote is advisory, it is not binding on us or the Board of Directors. Nevertheless, the views expressed by the stockholders, whether through this vote or otherwise, are important to management and the Board and, accordingly, the Board and the Compensation Committee intend to consider the results of this vote in making determinations in the future regarding executive compensation arrangements.

Advisory approval of this proposal requires the vote of the holders of a majority of the shares represented and entitled to vote at the annual meeting either in person or by proxy. Abstentions will be counted toward the tabulation of votes cast on proposals presented to the stockholders and will have the same effect as negative votes. Broker non-votes are counted towards a quorum, but are not counted for any purpose in determining whether this matter has been approved.

Unless the Board decides to modify its policy regarding the frequency of soliciting advisory votes on the compensation of our named executive officers, the next scheduled say-on-pay vote will be at the 2015 annual meeting of stockholders.

THE BOARD OF DIRECTORS RECOMMENDS

A VOTE “FOR” PROPOSAL 2.

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PROPOSAL 3

ADVISORY VOTEONTHE FREQUENCYOF SOLICITATIONOF

ADVISORY STOCKHOLDER APPROVALOF EXECUTIVE COMPENSATION

The Dodd-Frank Act and Section 14A of the Exchange Act also enable our stockholders to indicate their preference regarding how frequently we should solicit a non-binding advisory vote, similar to Proposal 2, on the compensation of our named executive officers as disclosed in our proxy statements. Accordingly, we are asking stockholders to indicate whether they would prefer an advisory vote every year, every two years or every three years. Alternatively, stockholders may abstain from casting a vote.

The frequency that receives the highest number of votes from the holders of shares represented and entitled to vote at the annual meeting either in person or by proxy will be considered the frequency preferred by the stockholders. Abstentions and broker-non votes will have no effect.

After considering the benefits and consequences of each alternative, the Board has decided not to make a recommendation on this proposal. The Board and the Compensation Committee value the opinions of the stockholders in this matter and, to the extent there is any significant vote in favor of one frequency over the other options, even if less than a majority, the Board will consider the stockholders’ opinions and evaluate any appropriate next steps. However, because this vote is advisory and therefore not binding on us or the Board, the Board may decide that it is in the best interests of the stockholders that we hold an advisory vote on executive compensation more or less frequently than the option preferred by the stockholders. The vote will not be construed to create or imply any change or addition to the fiduciary duties of us or the Board.

PROPOSAL 4

RATIFICATIONOF SELECTIONOF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors has selected Ernst & Young LLP or E&Y, to continue in its capacity as our independent registered public accounting firm for the fiscal year ending December 31, 20112014 and has further directed that management submit the selection of independent registered public accounting firm for ratification by the stockholders at the annual meeting. Ernst & Young LLP has audited our financial statements since our fiscal year ended December 31, 2008.

Neither our Bylaws nor other governing documents or law require stockholder ratification of the selection of E&YErnst & Young LLP as our independent registered public accounting firm. However, the Board of Directors is submitting the selection of E&YErnst & Young LLP to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the selection, the Audit Committee will reconsider whether or not to continue to retain that firm. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of different independent auditors at any time during the year if they determine that such a change would be in the best interests of the Company and its stockholders.

The affirmative vote of the holders of a majority of the shares present in person or represented by proxy and entitled to vote at the annual meeting will be required to ratify the selection of E&Y.Ernst & Young LLP. Abstentions will be counted toward the tabulation of votes cast on proposals presented to the stockholders and will have the same effect as negative votes. Broker non-votes are counted towards a quorum, but are not counted for any purpose in determining whether this matter has been approved.

Representatives of E&YErnst & Young LLP are expected to be present at the annual meeting. They will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.

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INDEPENDENT REGISTEREDPRINCIPALUBLIC ACCOUNTANTCCOUNTING FIRM FEESAND SERVICES

The following table represents aggregate fees billed to us for the fiscal years ended December 31, 20102013 and December 31, 20092012 by E&Y, our principal accountant.Ernst & Young LLP.

All fees described above were approvedpre-approved by the Audit Committee.

PRE-APPROVAL POLICYAND PROCEDURES

The Audit Committee has adopted a policy and procedures for the pre-approval of audit and non-audit services rendered by our independent registered public accounting firm. The policy generally pre-approvesrequires pre-approval of specified services in the defined categories of audit services, audit-related services and tax services up to specified amounts. Pre-approval may also be given as part of the Audit Committee’s approval of the scope of the

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engagement of the independent registered public accounting firm or on an individual, explicit, case-by-case basis before the independent registered public accounting firm is engaged to provide each service. The pre-approval of services may be delegated to one or more of the Audit Committee’s members, but the decision must be reported to the full Audit Committee at its next scheduled meeting.

The Audit Committee has determined that the rendering of the services other than audit services by E&YErnst & Young LLP is compatible with maintaining the principal accountant’stheir independence.

THE BOARD OF DIRECTORS RECOMMENDS

A VOTE “FOR” PROPOSAL 4.3.

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MANAGEMENT

EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS

ThomasBryan J. FitzpatrickHartin,age 50, Age 53.has served as our Executive Vice President, Sales and Marketing since December 2012. From June 2009 to December 2012, Mr. FitzpatrickHartin served as Senior Vice President of Sales, Distribution and Business Development of LightSquared, a telecommunications company. From May 2008 to June 2009, Mr. Hartin worked as an independent consultant to companies in the wireless telecommunications industry. From 2003 to May 2008, Mr. Hartin was Vice President—Indirect Distribution of Sprint Nextel Corporation. Mr. Hartin received a Bachelor of Science degree in Business Administration from LeMoyne College and a Master of Business Administration degree from The American University.

Thomas D. Hickey,age 54, has served as our Chief FinancialLegal Officer and Secretary since May 2011. He previously served as General Counsel of Primus Telecommunications Group, Incorporated, a global provider of advanced facilities-based communications solutions, from July 2010 to March 2011. From April 2010. Previously, from 20022006 to December 2009,June 2010, Mr. Fitzpatrick was ExecutiveHickey served as Vice President and Chief Financial OfficerGeneral Counsel of CentennialCyren Call Communications Corp.,Corporation, a publicly traded telecommunications company acquired by AT&T in November 2009.provider of wireless communications solutions for first responders. Prior to that, he spent 17 years with Nextel Communications, Inc. and Sprint Nextel Corporation, most recently in the role of Vice President, Law and Deputy General Counsel. Mr. Fitzpatrick was Chief Financial Officer of private and publicly traded companiesHickey began his legal career in the telecommunications practice of the Jones Day law firm. His prior experience also includes work in the White House, the Federal Communications Commission and technology industriesCongress. Mr. Hickey received his J.D. degree from the Washington University School of Law and a bachelor’s degree in public policy studies from Duke University.

Richard P. Nyren,age 43, has served as our Vice President at Bell Atlanticand Corporate Controller since August 2011. From January 2009 to August 2011, Mr. Nyren served as Assistant Controller and then Vice President and Controller of XO Holdings, Inc., a telecommunications service provider. From 2006 to January 2009, Mr. Nyren served as Controller of Fairchild Corporation, (now Verizon).an international diversified holding company. Mr. Fitzpatrick graduated with aNyren received his Bachelor of Business Administration degreeScience in Accounting from Pennsylvania StateGeorge Mason University and a Master of Business Administration degree from Villanova University. Mr. Fitzpatrickthe University of Maryland-College Park and is a director of The Telx Group, Inc. Mr. Fitzpatrick is also a Certified Public Accountant.

Lt. Gen. John H. Campbell (Ret.)Scott T. Scheimreif,, Age 63age 45. Lieutenant General Campbell, U.S. Air Force (Retired), has served as our Executive Vice President, Government Programs of Iridium Satellite since November 2006. Prior to that, from 2004 to November 2006, heDecember 2012 and previously served as Principal, Defenseacting Executive Vice President, Government Programs from June 2012 to December 2012 and Intelligence, for Applied Research Associates, or ARA. General Campbell joined ARA after retiring from the United States Air Force after a 32-year career. In the United States Air Force, he served in a variety of operational and staff assignments around the world. From 1998 to 2000, he was Vice Director of the Defense Information Systems Agency and was the first commander of the Joint Task Force—Computer Defense Network. From 1997 to 1998, he served on the Joint Staff as Deputy Director for Operations. Between 1971 and 1997, General Campbell served around the world in a variety of operational assignments as an F-15 and F-16 fighter pilot and commander. General Campbell is the recipient of numerous military and intelligence community awards, including the Defense Distinguished Service Medal, the Legion of Merit, the Air Medal, the National Imagery and Mapping Agency Award, the National Reconnaissance Distinguished Medal, and the National Security Agency Award. He is a graduate of the University of Kentucky with a Bachelor of Computer Science degree and a Master of Business Administration degree.

Cynthia C. Cann, Age 43. Ms. Cann has served as Vice President, and Controller of Iridium Satellite since January 2009. Prior to that, Ms. Cann served in BearingPoint, Inc.’s State and Local Business Unit as ControllerGovernment Programs from May 2005 to December 2007, and as Head of Operations from JanuaryApril 2008 to January 2009. Ms. Cann graduated with a Bachelor of ScienceJune 2012. Mr. Scheimreif received his Bachelor’s degree in Accounting from the Virginia Polytechnic Institute and State University and received a six-month certification from the Georgetown University International Master of Business Administration Program. Ms. Cann is also a Certified Public Accountant.

Gregory C. Ewert, Age 49. Mr. Ewert has served as Executive Vice President, Global Distribution Channels of Iridium Satellite since 2004. Prior to joining Iridium Satellite, he served as Executive Vice President for Marketing, Sales, Product Development, Business Development and Customer Service for COMSAT International from 2002 to 2004. Prior to COMSAT, from 1998 to 2002 he held executive positions within Teleglobe Inc., ranging from Vice President and General Manager of Carrier and Emerging Markets to Senior Vice President of Global Data Services. In 2002, Teleglobe filed for bankruptcy. Before Teleglobe, Mr. Ewert worked for Sprint Corporation from 1987 to 1997, where he held various positions including President of Sprint International of Canada. Mr. Ewert holds a Bachelor of Finance degree from Canisius College in Buffalo, New York.Salisbury University.

John M. Roddy, Age 56. Mr. Roddy has served as Executive Vice President, Global Operations and Product Development of Iridium Satellite since 2006. Prior to joining Iridium Satellite, he held numerous executive positions at Telcordia from 2003 to 2006, including President, Telcordia Global Services; Senior Vice President, Global Operations; and Chief Information Officer. Prior to joining Telcordia, at Nortel he was Vice President and General Manager of the Carrier Professional Services Business Unit from 1999 to 2001. Prior to that, he was Vice President, Technology and Director, Ottawa Laboratories for Public Carrier Networks from 1997 to 1998. He also held the position of Vice President, Canadian Technical Services and Global Product Support from 1993 to 1996. He holds a Master of Business Administration degree from McMaster University in Hamilton, Canada.

S. Scott Smith, Age 52. Mr. Smith has served as Executive Vice President, Iridium NEXT since April 2010. Mr. Smith previously served as Chief Operating Officer of DigitalGlobe Inc. from January 2006 through March 2010. From 1995 to January 2006, he held various positions at Space Imaging Inc., most recently as Executive

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Vice President, Sales, Engineering and Operations. Prior to this, Mr. Smith held various engineering and management positions for Lockheed Missiles & Space Company. Mr. Smith is currently a member of the Board of Directors of SkyBox Imaging, Inc., located in Mountain View, California. Mr. Smith holds a Bachelor of Science degree in Aerospace Engineering from Syracuse University and a Master of Science degree in Aeronautical and Astronautical Engineering from Stanford University.

Donald L. Thoma,age 52, Age 49.has served as Chief Executive Officer of our Aireon subsidiary since January 2012. Mr. Thoma haspreviously served in a number of roles with our Iridium Satellite subsidiary, including as Executive Vice President, Marketing of Iridium Satellite since May 2008. Priorfrom 2008 to that time, Mr. Thoma served as2012, Executive Vice President, Corporate Development from November 2006 to May 2008, as Executive Vice President, Vertical Markets from November 2004 to November 2006 and prior to that as Executive Vice President, Data Services.Services from 2002 to 2004. From 2001 to 2002, Mr. Thoma served as Vice President of Marketing and Business Development for ObjectVideo, Inc. From 1992 to 2000, he held various positionsa number of responsibility formanagement roles at ORBCOMM Inc., ranging fromincluding Senior Director of Transportation, to Founder and General Manager of theits Vantage Tracking Solutions business unit, and Vice President, Business Development. Prior to ORBCOMM, from 1988 to 1990, he wasPreviously, Mr. Thoma served as the Director of Integration and Launch Operations for Orbital Sciences Corporation. Previously, heHe also served as a Captain in the United States Air Force Space Division from 1983 to 1988. Mr. Thoma holds a Bachelor of Aeronautical Engineering degree from Rensselaer Polytechnic Institute, a Master of Aerospace Engineering degree from the University of Southern California and a Master of Business Administration degree from the Harvard Business School.

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SECURITY OWNERSHIPOF

CERTAIN BENEFICIAL OWNERSAND MANAGEMENT

The following table sets forth certain information regarding the ownership of our common stock as of February 28, 2011April 1, 2014 by (i) each director and director nominee, (ii) each of the executive officers named in the Summary Compensation Table, (iii) all of our executive officers and current directors as a group and (iv) all those known by us to be beneficial owners of more than five percent of our common stock.

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SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than ten percent of a registered class of our equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock and other equity securities. Officers, directors and greater than ten percent stockholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file.

To our knowledge, based solely on a review of the copies of such reports furnished to us and written representations that no other reports were required during 2010,2013, all Section 16(a) filing requirements applicable to our officers, directors and greater than ten percent beneficial owners were timely complied with.

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EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION ANDAND ANALYSIS

Background

This Compensation Discussion and Analysis explains our compensation philosophy, policies and practices for the following current and former executives, who are referred to in this Compensation Discussion and Analysis and in the subsequentfollowing tables as our named executive officers:

Executive Summary

Our executive compensation program allows usis designed to recruit, motivate,attract, reward and retain high quality talenta 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.

2013 Say-on-Pay Vote. We conducted our third advisory vote on executive compensation, or say-on-pay vote, at our annual meeting of stockholders in 2013. Approximately 90.9% of the votes cast on the say-on-pay proposal supported the proposal. Our Board and our Compensation Committee value the opinions of our stockholders, and we believe that it is instrumentalimportant for our stockholders to have an opportunity to vote on this proposal annually, which is consistent with the frequency preferred by our stockholders. Our Compensation Committee’s decisions regarding compensation for 2013 reflected our say-on-pay vote in helping us achieve strong financial performance2012, which was supported by approximately 91.5% of the votes cast on the proposal. In addition to our annual advisory vote on executive compensation, we are committed to ongoing engagement with our stockholders on executive compensation and corporate governance issues.

While our 2013 say-on-pay vote was advisory only, our Compensation Committee has considered the results of the vote in a challenging macroeconomic environment.the context of our overall compensation philosophy, policies and decisions. Our Compensation Committee believes that, similar to our 2012 say-on-pay vote, this 2013 stockholder vote strongly endorsed our compensation philosophy and the decisions we made for 2012. After discussing the levels of support in each of the three years in favor of the proposals, and considering the Compensation Committee’s activity in 2012 to adopt additional measures, including stock ownership guidelines and a new performance-based restricted stock unit program to further align management and stockholder interests, our Compensation Committee decided to generally maintain a consistent course for 2013 compensation decisions.

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Important Features of our Executive Compensation Program. The important features of our executive compensation program include:

We also grant long-term incentives in the form of options to purchase shares of our common stock and we have periodically granted restricted stock units subject to time-based vesting to align the interests of our executives with

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As can be seen, the economic value realized during 2013 from the equity awards granted to our chief executive officer during 2013 and all 2012 restricted stock unit awards differs significantly from the amounts required to be reported in the 2013 Summary Compensation Table for these equity awards. This reflects the consequence of our effective pay-for-performance program.

2013 CEO Total Reported Compensation for Equity Awards(1) Versus Total Realized Compensation for Equity Awards(2)

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Objectives of Our Compensation ProgramPrograms

OurWe design our executive compensation programs are designed to achieve the following three primary objectives:to:

To meet these objectives, our executive compensation package consists of a mix ofwe provide base salary, performance-based annual cash incentives, performance-based and time-based equity incentive bonuses,awards, broad-based employee benefits (withwith limited perquisites), long-term incentives in the form of equity-based awardsperquisites, and responsible severance benefits.

We believe that performance-based compensation is an important component of the total executive compensation package for attracting, motivating and retaining high quality executives. Accordingly, at least 38% of the total target cash compensation for 2010 for each of our named executive officers was performance-based, in the form of cash compensation that was subject to the achievement of annual performance goals. We do not have formal or informal policies or guidelines for allocating compensation between long-term and currently paid-out compensation, between cash and non-cash compensation, or among different forms of cash compensation orand non-cash compensation.compensation, but rather, the Compensation Committee makes determinations regarding the allocation of compensation based on the best interests of our company with the goal of encouraging and rewarding performance.

Role of the Compensation Committee

Our Compensation Committee is generally responsible for reviewing, modifying, approving and otherwise overseeing the compensation policies and practices applicable to all of our employees, including the administration of our equity plans and employee benefit plans. As part of this responsibility, the Compensation Committee establishes, reviews and modifies the compensation structure for our named executive officers. However, the Compensation Committee may, at its discretion and in accordance with the philosophy of making all information available to our Board, present executive compensation matters to the entire Board for theirits review and approval.

The Compensation Committee has the authority to delegate some or all of its duties to a subcommittee of its own members. In 2010, the Compensation Committee made a non-exclusive delegation of certain authoritieslimited authority to a subcommittee tasked with approving both cash and equity compensation arrangements that were intended tomay qualify as “performance-based compensation” under Section 162(m) of the Internal Revenue CodeCode. Approval of 1986, as amended, orcompensation by the Code.subcommittee is not a guarantee of deductibility, and the Compensation Committee and the subcommittee reserve the right to structure compensation in a manner that may not meet the standards for “performance-based compensation.” When we refer to the Compensation Committee in this Compensation Discussion and Analysis, we mean the Compensation Committee as well as thisor its subcommittee, whereas applicable.

As part of its deliberations, in any given year, the Compensation Committee may review and consider materials such as company compensation and studies and reports prepared by a compensation consultant, financial reports and projections, operational data, tax and accounting information that set forth the total compensation that may become payable to executives in various hypothetical scenarios, executive and director stock ownership information, companyour common stock performance data, analyses of historical executive compensation levels and current company-wide compensation levels, and the recommendations of our chief executive officer and the Compensation Committee’s independent compensation consultant.

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Role of Management

Our Compensation Committee solicits and considers the performance evaluations and compensation recommendations for our named executive officers submitted to the Compensation Committee by our chief executive officer, including about his own performance and compensation.officer. However, our Compensation Committee retains the final authority to make all compensation decisions. No executive officer participated directly in the final determinations or deliberations of the Compensation Committee regarding the amount of any component of his or her own 20102013 compensation package.

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Our human resources, finance and legal departments work with our chief executive officer to design and develop recommended compensation programs to recommend for our named executive officers and other senior executives, to recommend changes to existing compensation programs, to recommend financial and other performance targets to be achieved under those programs, to prepare analyses of financial data, to prepare peer data comparisons and other briefing materials, and ultimately to implement the decisions of the Compensation Committee. Members of these departmentsour legal department also meet separately with the Compensation Committee’s independent compensation consultant to convey information on proposals that management may make to the Compensation Committee, as well as to allow the consultantsconsultant to collect information about our company to develop theirits own proposals.

Use of Compensation Consultant

In connection with the Acquisition in September 2009 and with making its decisions for executive compensation for 2010, theOur Compensation Committee engageddecided to continue its engagement of Frederic W. Cook & Co., Inc., referred to in this Compensation Discussion and Analysis asor F.W. Cook, to act as its independent compensation consultant.consultant for compensation decisions in 2013. The Compensation Committee directedoriginally retained F.W. Cook to provide its analysisin 2009 after considering a number of whether ourother national compensation strategy and practices were consistent with our compensation objectives and to assist theconsulting firms. The Compensation Committee selected F.W. Cook for its expertise in modifying our compensation programthe telecommunications industry, the recommendations of other clients of F.W. Cook, and the availability of the consultant to better achieve our objectives and comply with rules applying to a public company.attend meetings.

As part of its duties, F.W. Cook provided the Compensation Committee with the following services in late 2009 in preparation for itsrelation to compensation decisions for 2010:2013:

In connection with making its decisions for executive compensation for 2010,addition, in the fall of 2013, the Compensation Committee considered the analysis and data provided byengaged F.W. Cook in October 2009.

In addition, in late 2010,to conduct an in-depth review of the design and competitive positioning of our compensation programs for our executive officers and non-employee directors. F.W. Cook reviewedprovided analyses of the compensation programlevels and opportunities, incentive plan design, aggregate long-term incentive practices, stock ownership guidelines and perquisites for our executive officers. F.W. Cook also provided an analysis of the structure and amount of compensation received by our non-employee directors and provided recommendationsin relation to the Compensation Committee regarding this program, updated the Compensation Committee on emerging trends and best practicescompensation received by non-employee directors of companies in the area of executive and Board compensation, and conducted a risk analysis of our compensation programs. The Chairman of the Compensation Committee occasionally met separately with F.W. Cook, both with and without management present.peer group.

The Compensation Committee retainshas the authority to hire and terminate theits compensation consultant. The Companycompany pays the cost for the consultant’s services. Other than providing servicesF.W. Cook attends meetings of the Compensation Committee at the request of the Compensation Committee. The Chairman of the Compensation Committee also may communicate separately with F.W. Cook. If and as directedrequested by the Compensation Committee, F.W. Cook doesgathers information from management necessary to perform its duties to the Compensation Committee. F.W. Cook did not provide any other services directly to us.

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Benchmarkingmanagement or to the company.

The Compensation Committee regularly reviews relevant marketthe performance and industry practices on executive compensationindependence of F.W. Cook and of each individual employee of the consulting firm who directly provides services to balance our needthe company. In March 2014, the Compensation Committee considered whether F.W. Cook should continue to compete for talentserve as an independent adviser to the Compensation Committee. The Compensation Committee requested information from F.W. Cook about

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potential conflicts of interest, and in particular, considered the fact that F.W. Cook provides no other services to the company, that the individual representative of F.W. Cook who works directly with the need to maintain a reasonable and responsible cost structure while aligning our executive officers’ interests with those of our stockholders. Our Compensation Committee has also discussed compensation levels inno other business or personal relationships with the contextBoard, management or the company, F.W. Cook’s own policies on ethics, stock ownership, and conflicts of interest, and that the experiences and individual knowledge of each member.

In October 2009,total revenue F.W. Cook deliveredreceived from the company in 2011, 2012 and 2013 did not exceed 0.5% of F.W. Cook’s gross revenues. In particular, the total fees paid to F.W. Cook in respect of 2013 did not exceed $60,000. As a reportresult, the Compensation Committee concluded that there were no conflicts of interest with respect to F.W. Cook providing services to the Compensation Committee.

Use of Peer Data

In the summer of 2011, the Compensation Committee that comparedengaged F.W. Cook to review and provide recommendations on the base salary and incentive cash bonus opportunity provided to our executive officers against our peer group companies, which are set forth below. The report concluded that (i) the salary levels of our executives were between the 25^th and 75^th percentiles of executives at our peer group companies, (ii) the annual bonus targets of our executives were at or above the median of executives at our peer group companies, and (iii) the target total cash compensation of our executives was between the 25^th and 75^th percentilescomposition of our peer group companies. During the first quarter of 2010,companies and, after the Compensation Committee reviewed ourapproved a final list of peers, to provide compensation data for similarly situated executive compensation package, including base salaries, annual cash incentive bonuses and equity-based awards. As discussed belowofficers at this new peer group based on proxy filings made by those companies in more detail, in viewthe spring of the October 2009 report, the global economic recession and the option grants made during 2009, the2011. The Compensation Committee decided to leave unchanged the base salaries and target bonus percentages of our executive officers. Additionally, the Compensation Committee decided not to grant options in 2010 except to newly hired employees and to Mr. Morrison in connection with his transition to his new role as our senior vice president, Iridium NEXT financing and planning.

Peer Group. In October 2009, in consultation with our Compensation Committee, F.W. Cook created a peer group company list, selecting the followingselected public companies (i) in the telecommunications industry (ii) with generally comparable revenues, EBITDA, netoperating income, asset value andtotal assets, market capitalization and (iii) with a similar number of employees.employees generally comparable to those of Iridium. The Compensation Committee approved, without change, this recommended listchose companies with respect to which Iridium was positioned between the 25th percentile and the median in all but one size measure (Iridium was below the 25th percentile for number of peer group companies:employees). The selected companies were:

Peer Group Companies (2012-2013)

This peer group was very similar to a prior year peer group developed for us by F.W. Cook, reflecting the addition of DigitalGlobe (which became publicly traded in May 2009), and the removal of Broadview Networks (due to poor data), SkyTerra Communications (which became privately held in 2010) and tw telecom (as it was no longer considered an appropriate peer due to size and line of business). Data from this peer group was reviewed when making decisions regarding executive compensation for both 2012 and 2013.

In the fall of 2013, in connection with F.W. Cook’s review of our compensation programs, the Compensation Committee engaged F.W. Cook to conduct a study to review and update our peer group in preparation for compensation decisions made for 2014. Based on F.W.Cook’s recommendations our revised peer group includes fourteen public companies in the telecommunications industry with revenues, operating income, total assets, market capitalization and number of employees generally comparable to those of Iridium. This peer group is very similar to the 2011 peer group developed for us by F.W. Cook that was used when making 2012 and 2013 executive compensation decisions. The selected companies were:

2014 Peer Group Companies

When reviewing

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The revised group reflects the executive compensation recommendationsaddition of Aviat Networks, Comtech, Consolidated Communications and Intelsat to enhance the statistical validity of the chief executive officer,sample as several former companies in the peer group were no longer publicly traded, and the removal of EMS Technologies, GeoEye (which was acquired by DigitalGlobe), Hughes Communications and PAETEC Holding Corp because public compensation data was no longer available for such companies.

Our Compensation Committee does not make decisions solely based on peer data, but refers to peer data to help ensure that target compensation amounts do not materially deviate from market practices (as reflected by the 25th percentile, median and 75th percentile of peer group) and that target amounts provide fair compensation given individual and company performance. In particular, the Compensation Committee considers, among other factors, whether such amounts fall betweenrequested data from F.W. Cook at the 25th percentile, median and 75th percentile of the peer group data for each individual element ofbase salary, target cash bonus, actual cash bonus, aggregate equity award value, total target compensation and for total targetactual compensation. TheHowever, individual compensation decisions may deviate from the peer data, as our Compensation Committee believes referencing this range is importantdiscussed the peer data and made the 2013 compensation decisions in the context of:

Reasons for Providing, and Manner of Structuring, the Key Compensation Elements in 20102013

Base Salary

We provide base salary as a fixed source of compensation for our executives allowing them a degree of certainty infor the faceservices 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 cash incentive bonuses and long-term equity-based incentive compensation. Our Compensation Committee recognizes the importance of a competitive base salariessalary as an element of compensation that helps to attract retain and motivateretain our executive officers.

TheIn February 2013, the Compensation Committee reviewsreviewed the base salaries for our executive officers annually, and may further adjust base salaries from time to time. Base salaries for our executive officers are established generally based on the scope of each officer’s responsibilities, the strategic importance of their role within our company, internal salary budget constraints and internal pay equity (that is, the base salaries of our executives other than our chief executive officer should be within a relatively narrow range, with the base salary of our chief executive officer being materially higher than those of other officers, reflecting the importance of his role to our company). The Compensation Committee considers salaries paid by our peer companies to their similarly situated officers, but does not aim to have base salaries fall within a specific range of the peer company data.

In February 2010, our Compensation Committee reviewed base salaries for our named executive officers. The Compensation Committee considered each officer’s 2012 base salary level, the overall state of the economy and theupdated peer data from F.W. Cook report’s conclusion that, at the 2009 levels,for our chief executive officer, our 3% company-wide corporate merit increase budget for base salaries, the scope of each executive’s responsibilities for each of our named executive officers were generally, as of the start of 2010, already between the median2013, and the 75^th percentile for our peer group.internal pay equity. The Compensation Committee also considered the potential valuerecommendations of the equity grants made in 2009. As a result, theour chief executive officer for base salary increases for

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officers other than himself. The Compensation Committee determined that there would be no increases in base salaries for our named executive officers in 2010. Theset the 2013 base salaries of each of the named executive officers is set forth in the table below.as follows:

Specifically:

The Compensation Committee reviewedlevels of GAAP revenue, Operational EBITDA and net subscriber activations and revenue in short-burst data and Iridium OpenPort achieved in 2013 did not reach the targets and no credit was awarded under the 2013 bonus plan for these remaining performance goals.

In February 2013, our chief executive officer shared his evaluations of the individual performance of each of our other named executive officers with the Compensation Committee. Based upon our chief executive officer in February 2011. In determining the individualofficer’s recommendations, and based upon a review of our chief executive officer’s performance, percentage for each named executive officer, the Compensation Committee considered the following:

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performance. As a result, the named executive officers earned the following bonus amounts for 2010:2013:

Equity-Based Incentive Compensation

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. We most recently granted stockhave historically awarded equity in the form of options, to our named executive officers in November 2009. These optionswhich have an exercise price equal to the fair market value of a share of our common stock on the date of grant, and vest based on continued service over a specified period (typically, four years). As a result of the way we structure our option awards, options provide a return to the executive only if such officer remains employed by us, and then only if the market price of our common stock appreciates over the period interm of the option. In certain cases, we have also granted restricted stock units subject to time-based vesting.

We also have a performance share program, which provides for the option vests. Equity-based awards are currently granted undergrant of performance-based restricted stock units. The Compensation Committee established this program to (i) focus key employees on achieving specific performance targets, (ii) reinforce a team-oriented approach, (iii) provide significant award potential for achieving outstanding performance and (iv) enhance our 2009 Iridium Communications Inc. Stock Incentive Plan, or the 2009 Plan.

In determining the size of equity grants,ability to attract and retain highly talented individuals. Under this program, the Compensation Committee granted awards to designated key employees in 2013, with each award representing a specified maximum number of shares of common stock that may consider, in any given year,ultimately be earned under each officer’s responsibilities,award. The maximum award is calculated by reference to the strategic importancetarget award value. The number of his role withinshares ultimately paid under the award is determined based on achievement of performance goals over a two-year performance period, and is subject to additional time-based vesting thereafter. These performance shares provide a return to the executive if the executive remains employed by us and our company achieves specific performance targets from 2013 through 2014.

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The Compensation Committee determined an aggregate target award size for each executive based on the peer data provided by F.W. Cook, our internal equity budget constraints andfor grants for 2013, internal pay equity.equity, and the recommendations of our chief executive officer. Based on the recommendations of F.W. Cook, the Compensation Committee decided to allocate 50% of the target value of each award in the form of stock options subject to a four-year vesting schedule, and 50% in the form of performance-based share awards. The Compensation Committee considers the sizefelt that this mix of stock options and value of equityperformance-based share awards granted bywas necessary to promote our peer companies to their similarly situated officers, but does not aim to have equity award values fall within a specific range of the peer company data.retention, motivation and stockholder alignment goals.

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Stock Option Grants in 2010.2013. The Compensation Committee decided not to make option grants to our named executive officers in 2010, except with respect to Mr. Fitzpatrick and Mr. Morrison as described below. The Compensation Committee felt that option grants to our executives were not appropriate given the option grants made to our executives in November 2009 in connection with the Acquisition. Based on the peer group data provided by F.W. Cook,In February 2013, the Compensation Committee feltapproved the 2009 awards provided sufficient retention incentive and compensation opportunities for 2010.

Mr. Fitzpatrick commenced employmentgrant of new stock options to each of our executive officers, effective March 1, 2013, that would be subject to vesting based on continued service over four years, with us as our chief financial officer in April 2010. In connection with this new hire, the Compensation Committee granted a stock option to Mr. Fitzpatrick, to purchase 300,000 shares of common stock. The size of this grant was based primarilyone-quarter vesting on individual negotiations with Mr. Fitzpatrick (which reflected, in part, equity awards that Mr. Fitzpatrick was eligible to receive from his prior employer),March 1, 2014, and the size of the equity holdings of our other executive officers. Thisremainder vesting thereafter in twelve equal quarterly installments. Each option has an exercise price equal to the fair market value of $8.39 pera share the closing price of our common stock on the date of grant. The number of shares subject to each grant and, consistent withwas equal to the vesting schedule applicablenumber of shares having a grant date fair value equal to the target option value.

The option grants to our otherexecutive officers vestsin 2013 were as follows:

In addition, in December 2013, the Compensation Committee approved the grant of stock options under our 2012 Plan to 25%Messrs. Fitzpatrick and Smith in the amount of $250,000 each, for a total of 90,909 shares each, effective as of January 1, 2014 in connection with their promotions to chief administrative officer and chief operating officer, respectively. The stock options will vest over four years, with one-quarter vesting on January 1, 2015, and the shares on the first anniversary of the date of grant and as to the remaining 75% of the sharesremainder vesting thereafter in 12twelve equal quarterly installments.

Performance-Based Share Grants in 2013.In connection with Mr. Morrison’s transition to his new role as the senior vice president, Iridium NEXT financing and planning at Iridium Satellite,February 2013, the Compensation Committee granted Mr. Morrison a stock option to purchase 67,500approved target performance-based share awards for our executive officers, effective March 1, 2013. The number of shares of common stock. The size of this grant was based primarily on the smaller size of the option granted to Mr. Morrison in November 2009 as comparedsubject to the options grantedtarget performance-based share awards was equal to our other named executive officers. This option has an exercise price of $8.84 per share,the target grant value divided by the closing price of our common stock on the date of grant, and vests as to 12.5% of thegrant.

Mr. Hartin was not granted any performance-based shares in eight equal quarterly installments beginning on January 19, 2012.2013 due to his date of hire.

The following table indicatesactual awards to be earned by each executive will be determined based on the growth of our average GAAP service revenue for 2013 and 2014, over our 2012 GAAP service revenue. We must achieve at least a 6% average

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increase in GAAP service revenue during 2013 and 2014 over the GAAP service revenue in 2012 for any award to be earned. The number of shares underlying options grantedearned would increase based on the average growth in GAAP service revenue over such period above 6%, up to eachthe maximum award of 150% of the namedtarget number of shares for an average rate of growth equal to or greater than 10%. In addition, the actual awards would be reduced to zero if we fail to achieve an average OEBITDA margin for 2013 and 2014 that exceeds our OEBITDA margin for 2011. OEBITDA margin is defined as Operational EBITDA expressed as a percentage of adjusted revenue. Adjusted revenue is defined as our reported GAAP revenue excluding the impact of purchase accounting and Iridium NEXT revenue.

The actual awards earned are also subject to time-based vesting, with 50% of the earned shares vesting when the Compensation Committee determines our level of achievement of the performance goals, which would occur in the first quarter of 2015, and the remaining 50% vesting on March 1, 2016, subject to continuous employment of the participant with us or our subsidiaries through such dates. In addition, if a change in control occurs before the date the Compensation Committee determines our level of achievement of the performance goals, the executive officers would be awarded, effective as of immediately prior to the change in 2010:control, an actual award equal to the target award, subject to the same vesting schedule, with the first vesting date being March 1, 2015.

The Compensation Committee’s practice when determining the achievement of a scaled target is to use linear extrapolation between points, and to round to the nearest increment in the scale or whole percentage point, depending on the target. At the time the Compensation Committee set our goals for the performance units granted in 2013, the Compensation Committee believed that the goals were achievable, but only with significant effort, as illustrated by the lack of vesting of earlier performance unit grants. The performance units granted in 2012 did not vest in 2014 because the performance targets applicable to these grants were not achieved in the measurement period of 2012 and 2013, and the performance units granted in 2013, which are scheduled to vest based on the measurement period of 2013 and 2014, are not expected to vest based on the performance results from 2013 and our projected 2014 results.

Equity Compensation Policies

Currently, we do not have anIn February 2012, the Compensation Committee decided that as a general matter, the Compensation Committee would plan to make compensatory equity award grant timing policy. Equity awards are generally made at regularly scheduled meetings,grants a maximum of four times a year on January 1, March 1, June 1 and without regard to the timing of the release of public information.September 1. As necessary to meet business needs, the Compensation Committee or the Board may grant equity awards outside of theirthese regularly scheduled meetings.

We encouragedates. The Compensation Committee followed this schedule in 2013 and only made equity grants to our named executive officers to hold a significant equity interest in our company, but we have not set specific ownership guidelines. effective on January 1 and March 1, 2013.

We have a policy that prohibits our executive officers, directors and other members of management from engaging in short sales, transactions in put or call options, hedging transactions or other inherently speculative transactions with respect to our stock. In addition, none of our executive officers or directors pledged any shares of our stock during 2013.

Stock Ownership and Holding Guidelines

In February 2012, our Compensation Committee adopted stock ownership guidelines for our executives at the level of vice president and above and for our directors. Our Compensation Committee, in consultation with F.W. Cook, determined that stock ownership guidelines are common among large public companies and are increasing

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in prevalence among mid-sized and smaller companies. The Compensation Committee also determined that stock ownership guidelines help align the interests of our executives with those of our stockholders and may act as a risk mitigation device.

The stock ownership guidelines are based on a multiple of base salary or annual cash retainer. Under the guidelines, our chief executive officer is required to own shares of our common stock with a value at least equal to four times his annual base salary. Each of our executive vice presidents (including our chief financial officer, chief operating officer and chief legal officer), senior vice presidents and vice presidents are required to own shares of our common stock with a value at least equal to two times, one times and one-half times such vice president’s annual base salary, respectively. Each non-employee director is required to own shares of our common stock with a value equal to four times his or her annual base cash retainer for Board service (not including amounts received for service on Board committees).

For purposes of these guidelines, “ownership” includes: (1) shares directly (not beneficially) owned; (2) shares directly (not beneficially) owned jointly by the individual and his or her spouse; (3) shares held in trust or other estate planning vehicle (e.g., family limited partnership) for the benefit of the individual and/or his or her family members; (4) shares equal to the number of vested deferred stock units credited to the individual under a deferred compensation arrangement; and (5) shares credited to the individual’s 401(k) plan account.

There is no specific time period within which the individual must attain the applicable stock ownership targets under the guidelines. Rather, starting on February 1, 2012, and until an individual comes into compliance with the guidelines, he or she is required to retain 50% percent of Net Profit Shares from each stock award on exercise, vesting or earn-out. “Net Profit Shares” means: (1) shares received on the vesting or issuance (as applicable) of full value stock awards (e.g., restricted stock, restricted stock units, performance shares) granted after these guidelines were adopted, net of the actual number of shares withheld or sold at vesting or issuance to cover taxes; and (2) shares received on the exercise of stock options granted after these guidelines were adopted, net of the actual number of shares tendered or sold at exercise to cover the exercise price and taxes related to exercise.

Change in Control and Severance Benefits

Under the terms of the employment agreementagreements with each of our executive officers, either we or the officerexecutive may terminate the officer’sexecutive’s employment at any time. Each of our named executive officers areis eligible, under the terms of theirhis respective employment agreements,agreement, to receive, in exchange for a release of claims, severance benefits upon the termination of theirhis employment either by us without cause (and other than as a result of their death or disability) or by themhim for good reason, with additional severance benefits provided in the event suchthe termination is in connection with a change in control. In December 2010, we entered into agreements to clarify the mannerThe terms and conditions of exemption from, or compliance with, the provisions of Section 409A of the Code. In addition, we used these agreements as an opportunity to standardize the severance benefits provided to our named executive officers, in order to ensure internal pay equity among the officers. These severance provisions are discussed more fully in the section below under the heading “—Potential Payments upon Termination or Change in Control.” We do not provide any excise tax gross ups on change in controlchange-in-control benefits.

These agreements reflect the negotiations between some ofwith our named executive officers and us at the time of their hiring or promotion, and in other cases reflectwe entered into the agreements, as well as our desire to have a consistent set of benefits across the executive suite. Theteam. Our Compensation Committee considers these severance benefits critical to attracting and retaining high caliberhigh-caliber executives. Additionally, theour Compensation Committee believes that additional change in controlchange-in-control severance benefits in the form of accelerated vesting of stock options serves to minimize the distractions to an executive in connection with a corporate transaction and reduce the risk that an executive officer departs our company before an acquisitiona transaction is consummated.completed. We believe that our existing arrangements allow our executive officers to focus on continuing normal business operations and, in the case of change in controlchange-in-control benefits, on the success of a potential business combination, rather than worryingworry about how business decisions that may be in our best interest will impact their own financial security. These existing arrangements help ensure stability among our executive officer ranks, and will help enable our executive officersexecutives to maintain a balanced perspective in making overall business decisions during periods of uncertainty.

Signing and Retention Bonuses

We hired

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Mr. FitzpatrickRoddy’s employment with us terminated effective April 2010. Mr. Fitzpatrick’s employment agreement provides for the paymentNovember 7, 2013. For a description of a signing bonus in an amount equal to $50,000 paid on the effective date of the agreement and retention bonuses in an amount equal to $50,000, each to be paid on the first and second anniversaries of the effective date. Under the terms of Mr. Fitzpatrick’s employment agreement, each ofRoddy’s separation and severance benefits, see the retention bonuses are paid only ifheading “—Severance Payments to Mr. Fitzpatrick remains continuously employed by us through each applicable payment date. This benefit reflects the negotiations between Mr. Fitzpatrick and us at the time of his hiring, and the collective knowledge and experience of our Compensation Committee members on attracting and retaining new employees for our executive officer ranks.Roddy” below.

401(k) PlanEmployee Benefits

OurWe provide broad-based medical insurance, dental insurance, vision coverage, life insurance and accidental death and dismemberment insurance benefits to our employees, including our named executive officers. We also provide our employees, including our named executive officers, are eligiblewith the opportunity to participate in our 401(k) plan. Our 401(k) plan is intended to qualify as a tax qualified plan under Section 401 of the Code. Our 401(k) plan provides that each participant may contribute a portion of his or her pretax compensation, up to a statutory limit, which for most employees was $16,500 in 2010, with a larger “catch up” limit for older employees. Employee contributions are held and invested by the plan’s trustee. We match all eligible employee contributions dollar for dollar up to 5% of an employee’s salary, with a maximum match per employee of $12,250$12,750 in each calendar year. We believe that the provisionthese insurance and retirement savings benefits are consistent with practices of this benefit helpssimilarly sized companies and help to recruit and retain key talent at a minimal cost to us.

Other Benefits and Perquisites

We provide medical insurance, dental insurance, vision coverage, life insurance and accidental death and dismemberment insurance benefits to all employees, including our named executive officers. These benefits are available to all employees on the same terms and conditions and are subject to applicable laws.

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Our executive officers generally do not receive any supplemental retirement benefits or perquisites, except for limited perquisites provided on a case by casecase-by-case basis. In considering potential perquisites, the Compensation Committee reviews ourcompares the cost as compared to the perceived value we receive.

We do not make available to any employees any defined benefit pension or nonqualified deferred compensation plan or arrangement.

Deductibility of Executive Compensation;Compensation Under Code Section 162(m)

One or more executive officer’s annual compensation may exceed $1.0 million. Code Section 162(m) deniesof the Code limits the amount that a public company may deduct from federal income tax deductiontaxes for specified compensation in excess of $1.0 million per yearremuneration paid to the chief executive officer and the three other most highly paid executive officers, other than the chief financial officer, up to $1.0 million per executive per year, unless certain requirements are met. While our Compensation Committee is mindful of a publicly traded corporation. Some typesthe benefit to us of the full deductibility of compensation, including compensation based on performance criteriaour Compensation Committee believes that are approvedit should not be constrained by the requirements of Section 162(m) where those requirements would impair flexibility in advance by stockholders, are excluded from the deduction limit. Our policy is to qualify compensation paid tocompensating our executive officers for deductibility for federal income tax purposesin a manner that can best promote our corporate objectives. We intend to the extent feasible. However,continue to retain highly skilled executives and remain competitivecompensate our executive officers in a manner consistent with other employers, our Compensation Committee may authorize compensation that would not be deductible under Code Section 162(m) or otherwise if it determines that such compensation is in the best interests of our company and itsour stockholders.

Accounting Considerations

We account for equity compensation paid to our employees under accounting rules that require us to estimate and record an expense over the service period of the award. Our cash compensation, on the other hand, is recorded as an expense at the time the obligation is accrued. The accounting impact of our executive compensation program is one of many factors that the Compensation Committee considers in determining the size and structure of that program.

Compensation Recovery Policy

We do not have aAmounts paid and awards granted under our 2013 executive cash performance bonus plans, our 2013 employee cash performance bonus plan, our 2013 performance share program and our 2012 Plan, are subject to recoupment in accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act and any applicable regulations under the Act, any clawback policy to attempt to recover cash bonus payments paid to our executive officers if the performance objectives that led to the determination of such payments were to be restated,company adopts or found not to have been met to the extent the Compensation Committee originally believed. However,as is required by applicable law. In addition, as a public company subject to the provisions of Section 304 of the Sarbanes-Oxley Act of 2002, if we are required as a result of misconduct

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to restate our financial results due to our material noncompliance with any financial reporting requirements under the federal securities laws, our chief executive officer and chief financial officer may be legally required to reimburse us for any bonus or other incentive-based or equity-based compensation they receive. In addition, we will comply with the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act and will adopt a compensation recovery policy once the SEC adopts final regulations on the subject.

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Risk Analysis of Our Compensation Plans

In December 2010, the Compensation Committee retainedearly 2014, F.W. Cook to conductconducted a risk assessment of our compensation policies. F.W. Cookpolicies in effect for 2013, and delivered a report to the Compensation Committee in February 2011 summarizing the results of their risk assessment. The Compensation Committee has reviewed the report and has also independently reviewedconsidered our compensation risk policies as generally applicable to our employees and believes that our policies do not encourage excessive or unnecessary risk-taking, and that the level of risk that they do encourage is not reasonably likely to have a material adverse effect on our company. TheWe design of our compensation policies and programs to encourage our employees to remain focused on both our shortshort- and long-term goals. For example, while our cash bonus plans measure performance on an annual basis, our equity awards typically vest over a number of years, which we believe encourages our employees to focus on sustained stock price appreciation, thus limiting the potential value of excessive risk-taking.

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EXECUTIVE COMPENSATION

Summary Compensation Table

The following table shows the total compensation earned by the named executive officers in 2008, 20092011, 2012 and 2010. The information regarding 2009 compensation includes both compensation they received from Iridium Holdings prior to the Acquisition in September 2009, and compensation they received from us after they joined our executive team following the Acquisition. Information regarding 2008 compensation includes only compensation they received from Iridium Holdings.2013. The named executive officers consist of our chief executive officer, our chief financial officer and our other three most highly compensated executive officers during 2010,who were serving as executive officers at December 31, 2013, and one other individual who served as our chief financialformer executive officer whose employment terminated during 2010.2013.