Globalstar, Inc.GSAT
Globalstar, Inc. Stock Compensation Disclosure
15. STOCK COMPENSATION
Share-Based Payment Arrangements with Employees
The Company’s 2006 Equity Incentive Plan, as amended and restated (“Equity Plan”), provides for the grant of long-term incentives to the Company’s key employees, including officers, directors, consultants and advisers (“Eligible Participants”), and is designed to align stockholder and employee interests. Under the Equity Plan, the Company may grant incentive stock options, nonstatutory stock options, restricted stock awards, restricted stock units, and other stock-based awards or any combination thereof to Eligible Participants. The Compensation Committee of the Board establishes the terms and conditions of any awards granted under the plans. At the time of grant, the Company takes into consideration the timing of the stock-based award and evaluates for conditions that could result in the award to be considered spring loaded. The number of shares have been restated to reflect the 1:15 reverse stock split effectuated on February 10, 2025. All historical share and per share amounts reflected in this Report have been retrospectively restated to reflect the change in capital structure for the periods prior to the completion of the reverse stock split, as applicable. Refer to Note 17: Common Stock for further discussion.
In October 2025, the Compensation Committee of the Board approved the ability of recipients to defer payout of performance-based restricted stock unit awards granted pursuant to the Equity Plan. As of December 31, 2025, receipt of approximately 941,358 shares have been deferred pursuant to the Equity Plan; the deferred amount reflects fully vested shares to be issued, which are included in basic earnings per share as the issuance of the shares is no longer subject to a contingency.
As of December 31, 2025, the number of shares of common stock that was authorized and remained available for issuance under the Equity Plan was 4.4 million. During 2025, the number of authorized shares available for issuance increased 2.5 million shares, which was approved by the Company's Board in 2024 in accordance with the annual increase provision set forth in the Equity Plan.
Restricted Awards
Grants of restricted awards (including restricted stock and restricted stock units) have varying vesting criteria, including immediate, one year from the grant date, in equal annual installments (generally over three years) or based on performance criteria. Non-vested restricted awards are generally forfeited upon the termination of employment. Holders of restricted stock are entitled to all rights of a stockholder of the Company with respect to the awards, including the right to vote the shares and receive any dividends or other distributions. Compensation expense associated with restricted awards is measured based on the grant date fair value of the common stock and is recognized on a straight line basis over the vesting period. The table below summarizes the weighted average grant date fair value of restricted awards for the indicated periods:
| Year Ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Weighted average grant date fair value | $ | 33.55 | $ | 24.11 | $ | 20.40 | |||||||||||
The following is a rollforward of the activity in restricted awards for the year ended December 31, 2025:
| Shares | Weighted Average Grant Date Fair Value | ||||||||||
Nonvested at January 1, 2025 | 438,101 | $ | 24.96 | ||||||||
| Granted | 321,084 | 33.55 | |||||||||
| Vested | (497,940) | 26.57 | |||||||||
| Forfeited | (17,804) | 24.40 | |||||||||
Nonvested at December 31, 2025 | 243,441 | $ | 33.04 | ||||||||
For the years ended December 31, 2025, 2024 and 2023, the Company recognized $11.1 million, $11.6 million and $13.1 million, respectively, of compensation expense related to restricted awards. The total fair value, as calculated on the day of vesting, of restricted awards that vested during 2025, 2024 and 2023 was $23.2 million, $13.1 million, and $11.6 million, respectively. As of December 31, 2025, unrecognized compensation expense related to unvested restricted awards outstanding was approximately $6.4 million to be recognized over a weighted-average period of 1.5 years.
Performance-Based Restricted Stock Units (PSUs)
Grants of PSUs may contain either a market condition or a performance condition. All of the Company's outstanding market-conditioned PSUs vest upon the Company's common stock trading at various price levels throughout the performance period. Market-conditioned PSUs are valued using a Monte Carlo simulation model. The Company has also granted performance-conditioned PSUs that vest upon the achievement of internal sales targets and/or project milestones during the performance period. Performance-conditioned PSUs are valued using the stock price on the grant date. All of the outstanding market-conditioned PSUs and performance-conditioned PSUs may be earned over a four-year performance period from the grant date.
The following is a rollforward of the activity in PSUs for the year ended December 31, 2025:
| Shares | Weighted Average Grant Date Fair Value | ||||||||||
Nonvested at January 1, 2025 | 3,121,284 | $ | 13.31 | ||||||||
| Granted | 145,404 | 16.46 | |||||||||
| Vested | (1,214,600) | 15.38 | |||||||||
Nonvested at December 31, 2025 | 2,052,088 | $ | 12.31 | ||||||||
For the year ended December 31, 2025, 2024 and 2023, the Company recognized $11.2 million, $23.5 million and $6.7 million, respectively, of compensation cost related to these awards. The total fair value, as calculated on the day of vesting, of PSUs that vested during 2025 was $67.7 million. No PSUs vested during 2024 and 2023. As of December 31, 2025, unrecognized compensation expense related to unvested PSUs was approximately $1.8 million to be recognized over a weighted-average derived service period of 2.0 years. No PSUs expired or were forfeited during 2025.
During 2025, the Company granted market-conditioned PSUs in each of March and May with a fair value of $1.1 million and $0.5 million, respectively, which will be recognized over the derived service period, estimated to be 2.0 years and 2.2 years, respectively. The Monte Carlo simulation was computed using the following assumptions:
Shares Granted | Risk-Free Interest Rate | Stock Price Volatility | Market Price of Common Stock | ||||||||||||||||||||
March 2025 PSUs | 66,667 | 4.05 | % | 70.00 | % | $ | 22.52 | ||||||||||||||||
May 2025 PSUs | 39,368 | 4.03 | % | 70.00 | % | $ | 19.05 | ||||||||||||||||
Additionally, the Company granted 39,369 performance-conditioned PSUs during 2025 with a total fair value using the stock price on the grant date of $0.8 million.
Key Employee Bonus Plan
The Company has an annual bonus plan designed to reward designated key employees' efforts to exceed the Company's financial performance goals for the designated calendar year ("Plan Year"). The bonus pool available for distribution is determined based on the Company's adjusted EBITDA performance during the Plan Year. The bonus may be paid in cash or the Company's common stock, subject to certain approvals.
For the 2025 Plan Year, the Company's adjusted EBITDA performance was within the bonus payout threshold according to the plan document. As of December 31, 2025, $3.4 million was accrued on the Company's consolidated balance sheet related to this bonus payment, which is expected to be paid in a mix of cash and common stock during the first quarter of 2026.Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 27, 2026 | Showing above |
| 2024 | Feb 28, 2025 | |
| 2023 | Feb 29, 2024 | |
| 2022 | Mar 1, 2023 | |
| 2021 | Feb 25, 2022 | |
| 2020 | Mar 4, 2021 | |
| 2019 | Feb 28, 2020 | |
| 2018 | Feb 28, 2019 | |
| 2017 | Feb 23, 2018 | |
| 2016 | Feb 23, 2017 | |
| 2015 | Feb 26, 2016 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.