DEF 14A

DEF 14A 1 d49769ddef14a.htm DEF 14A DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement.

☐	Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2)).

☒	Definitive Proxy Statement.

☐	Definitive Additional Materials.

☐	Soliciting Material Pursuant to §240.14a-12.

ORBCOMM 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):

☒	No fee required.

☐	Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

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☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

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Amount Previously Paid:

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Date Filed:

LOGO

March 15, 2021

Dear Shareholder:

You are cordially invited to attend our 2021 Annual Meeting of Shareholders.

We will hold the Annual Meeting virtually, on the 21^st day of April, 2021, at 8:00 a.m., Eastern time. Due to concerns regarding the novel coronavirus (“COVID-19”) pandemic and to protect the safety and well-being of our shareholders, Board of Directors and employees, the Annual Meeting will be a virtual meeting conducted solely online via live webcast communication. You will not be able to attend the Annual Meeting in person.

At the meeting we will discuss and act on the matters described in the Proxy Statement. At this year’s meeting, you will have an opportunity to vote on the election of three directors, ratify the selection of Grant Thornton LLP as our independent registered public accounting firm, approve the amendment and restatement of our long-term incentives plan and cast an advisory vote to approve the Company’s executive compensation, as well as to transact such other business as may properly come before the meeting. Shareholders will then have an opportunity to comment on or to inquire about the affairs of the Company that may be of interest to shareholders generally.

Your vote is important no matter how many or how few shares you own. Whether or not you plan to attend the meeting, please vote via the Internet, by telephone or by returning your proxy card as soon as possible.

You will be able to participate in the Annual Meeting and vote during the Annual Meeting via live webcast by visiting www.meetingcenter.io/245985991, Password ORBC2021. To participate in the Annual Meeting, registered shareholders will need the control number included on their proxy card and all other shareholders will need to follow the instructions that accompanied their proxy materials. If you hold your shares through an intermediary, such as a bank or broker, you must register in advance in order to obtain a control number and attend the Annual Meeting, pursuant to the instructions provided in the Notice of 2021 Annual Meeting of Shareholders.

We are providing you the Proxy Statement for our 2020 Annual Meeting of Shareholders and our 2020 Annual Report on Form 10-K. You may also access these materials via the Internet at www.edocumentview.com/orbc. I hope you find them interesting and useful in understanding our company.

Sincerely yours,

LOGO

Jerome B. Eisenberg

Chairman of the Board

ORBCOMM Inc.

395 West Passaic Street, Third Floor

Rochelle Park, New Jersey 07662

Notice of 2021 Annual Meeting of Shareholders

To the Shareholders of ORBCOMM Inc.:

The 2021 Annual Meeting of Shareholders of ORBCOMM Inc. will be held in virtual format, on April 21, 2021, at 8:00 a.m., Eastern time, for the following purposes:

(a) to elect two members to our board of directors with terms expiring at the Annual Meeting in 2024;

(b) to ratify the appointment by the Audit Committee of our board of directors of Grant Thornton LLP as our independent registered public accounting firm for fiscal year 2021;

(d) to cast an advisory vote to approve the Company’s executive compensation.

Only shareholders of record at the close of business on March 1, 2021 will be entitled to notice of, and to vote at, the 2021 Annual Meeting and any postponements, adjournments or delays thereof. A list of shareholders of record entitled to vote at the 2021 Annual Meeting will be available for inspection by any shareholder, for any purpose germane to the Annual Meeting, during normal business hours for a period of ten (10) days prior to the 2021 Annual Meeting at the offices of the Company at 395 West Passaic Street, Third Floor, Rochelle Park, New Jersey 07662, and online during the 2021 Annual Meeting accessible at www.meetingcenter.io/245985991, using the password ORBC2021 and your meeting access control number. As a result of the ongoing COVID-19 pandemic, we expect that our offices may generally remain closed through the date of the 2021 Annual Meeting. Shareholders wishing to examine the list may contact our Corporate Secretary, and arrangements will be made to review the list in person.

Shareholders will be able to participate in the Annual Meeting and vote during the Annual Meeting via live webcast by visiting www.meetingcenter.io/245985991, Password ORBC2021. To participate in the Annual Meeting, registered shareholders will need the control number included on their proxy card and all other shareholders will need to follow the instructions that accompanied their proxy materials.

Shareholders that hold their shares through an intermediary, such as a bank or broker, must register in advance to obtain a control number and attend the 2021 Annual Meeting. Please note that for shareholders that hold their shares through an intermediary the control number to attend the Annual Meeting is separate and different from the control number included in the proxy card shareholders receive from their intermediary for purposes of providing voting instructions to their proxy.

Shareholders are requested to submit a proxy for voting at the 2021 Annual Meeting over the Internet, by telephone or by completing, signing, dating and returning a proxy card in the enclosed postage-paid envelope as promptly as possible. Submitting your vote via the Internet, by telephone or by returning a proxy card will not affect your right to vote in person should you decide to attend the 2021 Annual Meeting.

Whether or not you plan to attend the Annual Meeting, we encourage you to vote your shares via the Internet, by telephone or by returning a proxy card prior to the 2021 Annual Meeting.

By order of the Board of Directors,

LOGO

Christian G. Le Brun

Secretary

March 15, 2021

ORBCOMM Inc.

Proxy Statement for the 2021 Annual Meeting

TABLE OF CONTENTS


	Page
GENERAL INFORMATION ABOUT THIS PROXY STATEMENT AND THE ANNUAL MEETING		1
ELECTION OF DIRECTORS (PROPOSAL 1)		5
INFORMATION AS TO NOMINEES FOR DIRECTORS AND CONTINUING DIRECTORS		5
BOARD OF DIRECTORS AND COMMITTEES		8
DIRECTOR COMPENSATION		12
CORPORATE SOCIAL RESPONSIBILITY		13
AUDIT COMMITTEE REPORT		15
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		17
COMPENSATION DISCUSSION AND ANALYSIS		19
COMPENSATION COMMITTEE REPORT		36
COMPENSATION OF EXECUTIVE OFFICERS		37
CERTAIN RELATIONSHIPS AND TRANSACTIONS WITH RELATED PERSONS		51
POTENTIAL SERVICE PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL		57
PROPOSAL TO RATIFY THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PROPOSAL 2)		64
PROPOSAL TO APPROVE THE AMENDMENT AND RESTATEMENT OF THE 2016 LONG-TERM INCENTIVES PLAN (PROPOSAL 3)		65
EQUITY COMPENSATION PLAN INFORMATION		74
ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION (PROPOSAL 4)		75
OTHER MATTERS		76
HEDGING, PLEDGING AND SHORT-SELLING POLICIES		76
ANNUAL REPORT		76
SHAREHOLDER PROPOSALS FOR ANNUAL MEETING IN 2022		76
EXPENSES OF SOLICITATION		77

ORBCOMM Inc.

Proxy Statement

2021 ANNUAL MEETING

The enclosed proxy is solicited by the board of directors of ORBCOMM Inc. for use in voting at the 2021 Annual Meeting of Shareholders of ORBCOMM Inc. to be held on April 21, 2021, and any postponements, adjournments or delays thereof (the “Annual Meeting” or the “2021 Annual Meeting”), for the purposes set forth in the accompanying Notice of 2021 Annual Meeting of Shareholders. This proxy statement and the proxy are first being sent to shareholders and being made available on the Internet (www.edocumentview.com/orbc) on or about March 15, 2021. We will refer to our company in this proxy statement as “we”, “us”, the “Company” or “ORBCOMM”.

GENERAL INFORMATION ABOUT THIS PROXY STATEMENT AND THE ANNUAL MEETING

What am I Voting On at the Annual Meeting?

You will be voting on the following:

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The election of two members of our board of directors;

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The ratification of the appointment of Grant Thornton LLP (“Grant Thornton”) as our independent registered public accounting firm for our fiscal year ending December 31, 2021;

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The approval of the amendment and restatement of the 2016 Long Term Incentive Plan (“Amended LTIP”); and

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An advisory vote to approve the Company’s executive compensation.

Who is Entitled to Vote at the Annual Meeting?

Only holders of record of the Company’s common stock and Series A convertible preferred stock at the close of business on March 1, 2021, the record date for the meeting, may vote at the Annual Meeting. Each shareholder is entitled to one vote for each share of our common stock and 1.66611 votes for each share of Series A convertible preferred stock, in each case held on the record date. There is no cumulative voting. On March 1, 2021, the record date for the Annual Meeting, there were 79,084,394 shares of our common stock and 40,624 shares of our Series A convertible preferred stock outstanding and entitled to vote.

Who may Attend the Annual Meeting?

All shareholders as of the record date, or individuals holding their duly appointed proxies, may attend the Annual Meeting.

How can I attend the Annual Meeting?

The Annual Meeting will be a completely virtual meeting of stockholders, which will be conducted exclusively by webcast. No physical meeting will be held.

You will be able to attend the Annual Meeting online and submit your questions during the meeting by visiting www.meetingcenter.io/245985991. You also will be able to vote your shares online by attending the Annual Meeting online by visiting www.meetingcenter.io/245985991, Password ORBC2021.

To participate in the Annual Meeting, you will need to review the information included on your Notice of Annual Meeting, on your proxy card or on the instructions that accompanied your proxy materials and use your meeting access control number. The password for the meeting is ORBC2021.

If you hold your shares through an intermediary, such as a brokerage firm, bank, broker-dealer or other similar organization or nominee, you must register in advance using the instructions below.

The online meeting will begin promptly at 8:00 a.m., Eastern Time. We encourage you to access the meeting prior to the start time leaving ample time for the check in. Please follow the registration instructions as outlined in this proxy statement.

How do I register to attend the Annual Meeting virtually on the Internet?

Registered Shareholders

If you are a registered shareholder (i.e., you hold your ORBCOMM shares through our transfer agent, Computershare), you do not need to register to attend the Annual Meeting virtually on the Internet. Please follow the instructions on the notice or proxy card that you received.

Beneficial Shareholders Holding Through Intermediaries

If you hold your ORBCOMM shares in “street name” (that is, held through a brokerage firm, bank, broker-dealer or other similar organization or nominee), you must register in advance to attend the Annual Meeting virtually on the Internet. To register to attend the Annual Meeting online by webcast you must submit proof of your proxy power (legal proxy) reflecting your ORBCOMM holdings along with your name and email address to Computershare. Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., Eastern Time, on April 16, 2021.

After receipt of your registration materials by Computershare, you will receive a confirmation of your registration, together with a control number required to log in, by email from Computershare. Please note that for shareholders that hold their shares through an intermediary the control number to attend the Annual Meeting is separate and different from the control number included in the proxy card shareholders receive from their intermediary for purposes of providing voting instructions to their proxy.

Requests for registration should be directed to the following:

By email

You should forward the email with the legal proxy from your broker, or attach an image of your legal proxy to an email sent, to legalproxy@computershare.com.

By mail

Computershare

ORBCOMM INC. Legal Proxy

P.O. Box 505008

Louisville, KY 40202

How Do I Vote My Shares?

Whether or not you plan to attend the Annual Meeting, we urge you to vote your shares right away. Voting now will not affect your right to attend or your ability to vote at the Annual Meeting.

If you are a registered shareholder (that is, your shares are registered directly in your name through our stock transfer agent, Computershare, or you have stock certificates), you may vote:

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By mail. Complete and mail the enclosed proxy card in the enclosed postage prepaid envelope. Your proxy will be voted in accordance with your instructions. If you sign the proxy card but do not specify how you want your shares voted, they will be voted as recommended by our board of directors.

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By Internet or telephone. Registered shareholders may vote on the Internet at www.envisionreports.com/orbc by following the instructions on your screen, or by telephone by dialing 1-800-652-VOTE (8683). Please have your proxy card ready when voting by Internet or telephone.

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At the meeting. If you attend the Annual Meeting online, you also will be able to vote your shares online at the Annual Meeting by visiting www.meetingcenter.io/245985991, Password ORBC2021

If your shares are held in “street name” (that is, held through a brokerage firm, bank, broker-dealer or other similar organization or nominee), you must provide the brokerage firm, bank, broker-dealer or other similar organization or nominee with instructions on how to vote your shares and can do so as follows:

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By mail. You will receive instructions from your broker or other nominee explaining how to vote your shares.

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By Internet or telephone. Street name holders may vote on the Internet at www.envisionreports.com/orbc and following the instructions on your screen, or by telephone by dialing 1-800-652-VOTE (8683). Please have your proxy card ready when voting by Internet or telephone.

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At the meeting. If you attend the Annual Meeting online, you also will be able to vote your shares online at the Annual Meeting by visiting www.meetingcenter.io/245985991, Password ORBC2021. You must register in advance to attend the Annual Meeting virtually on the Internet,

If you hold your shares of common stock in more than one account, you will receive a proxy card for each account. To ensure that all of your shares are voted, please sign, date and return the proxy card for each account. You should vote all of your shares of common stock.

How Will My Proxy Be Voted?

If you use the telephone or Internet voting procedures or duly complete, sign and return a proxy card to authorize the named proxies to vote your shares, your shares will be voted as specified. If your proxy card is signed but does not contain specific instructions, your shares will be voted as recommended by our board of directors: “FOR” the election of the nominees for directors set forth herein, “FOR” ratification of the appointment of the independent registered public accounting firm, “FOR” approval of the Amended LTIP and “FOR” approval of executive compensation. In addition, if other matters come before the Annual Meeting, the persons named as proxies in the proxy card will vote in accordance with their best judgment with respect to such matters.

Even if you plan on attending the Annual Meeting, we urge you to vote now by giving us your proxy. This will ensure that your vote is represented at the Annual Meeting. If you do attend the Annual Meeting, you can change your vote at that time, if you then desire to do so.

If My Shares Are Held in “Street Name,” How Will My Broker Vote?

If your brokerage firm, bank, broker-dealer or other similar organization is the holder of record of your shares (that is, your shares are held in “street name”), you will receive voting instructions from the holder of record. You must follow these instructions in order for your shares to be voted. Your broker is required to vote those shares in accordance with your instructions. If you do not give instructions to your broker, your broker will not be able to vote your shares with respect to the election of directors (Proposal 1), the Amended LTIP (Proposal 3), or the advisory vote to approve executive compensation (Proposal 4), but may vote your shares in its discretion with respect to the ratification of the appointment of the independent registered public accounting firm (Proposal 2). We urge you to instruct your broker or other nominee how to vote your shares by following those instructions.

May I Revoke My Proxy?

For shareholders of record, whether you vote via the Internet, by telephone or by mail, you may revoke your proxy at any time before it is voted by:

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delivering a written notice of revocation to the Secretary of the Company so long as it is received prior to the Annual Meeting;

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casting a later vote using the telephone or Internet voting procedures;

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submitting a properly signed proxy card with a later date so long as it is received prior to the Annual Meeting; or

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voting in person at the Annual Meeting.

Will My Vote be Confidential?

It is our policy to keep confidential all proxy cards, ballots and voting tabulations that identify individual shareholders, except as may be necessary to meet any applicable legal requirements and, in the case of any contested proxy solicitation, as may be necessary to permit proper parties to verify the propriety of proxies presented by any person and the results of the voting. The independent inspector of election and any employees involved in processing proxy instructions and cards or ballots and tabulating the vote are required to comply with this policy of confidentiality.

How Many Votes are Needed to Approve a Proposal?

Election of Directors (Proposal 1). Directors are elected by a plurality of votes cast. This means that the two nominees for election as directors who receive the greatest number of votes cast by the holders of our common stock and Series A convertible preferred stock entitled to vote at the meeting, a quorum being present, will become directors.

Selection of our Independent Registered Public Accounting Firm (Proposal 2); Approval of the Amended and Restated LTIP (Proposal 3); Advisory Vote to Approve Executive Compensation (Proposal 4). An affirmative vote of the holders of a majority of the voting power of our common stock and Series A convertible preferred stock present in person or represented by proxy and entitled to vote on the matter, a quorum being present, is necessary to (1) ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm, (2) approve the Amended LTIP, and (3) approve our executive compensation.

What Constitutes a Quorum for the Meeting?

The presence in person or by proxy of a majority of the votes represented by shares of our common stock and Series A convertible preferred stock, considered together as a single class, outstanding on the record date is required for a quorum. As of the record date of March 1, 2021, there were 79,152,078 votes represented by outstanding shares of our common stock and Series A convertible preferred stock.

How are Votes Counted?

Under Delaware law and our Restated Certificate of Incorporation and By-Laws, all votes entitled to be cast by shareholders present in person or represented by proxy at the meeting and entitled to vote on the subject matter, whether those shareholders vote “for”, “against” or abstain from voting, will be counted for purposes of determining the minimum number of affirmative votes required for approving Proposals 2, 3 and 4. The shares of a shareholder who abstains from voting on a matter or whose shares are not voted by reason of a broker non-vote on a matter will be counted for purposes of determining whether a quorum is present at the meeting. An abstention from voting on a matter by a shareholder present in person or represented by proxy at the meeting has no effect on the election of directors, but has the same legal effect as a vote “against” Proposals 2, 3 and 4. A broker non-vote on a matter is not deemed to be present or represented by proxy for purposes of determining whether shareholder approval of the matter is obtained and has no effect on the election of directors or on Proposal 2, 3 or 4.

How Can I Ask Questions at the Annual Meeting?

Questions may be submitted before or during the Annual Meeting. To submit a question, you must attend the Annual Meeting online and submit your questions during the meeting at www.meetingcenter.io/245985991. Password ORBC2021.. As many stockholder questions will be answered as time permits. However, we may not respond to questions that are not pertinent to meeting matters or our business. Single responses to a group of substantially similar questions may be provided to avoid repetition. We ask that attendees please help us keep the proceedings orderly and follow the Annual Meeting rules of conduct.

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held on April 21, 2021.

The proxy statement and annual report to stockholders are available at: www.edocumentview.com/orbc.

ELECTION OF DIRECTORS (PROPOSAL 1)

Our Restated Certificate of Incorporation provides that the board of directors will consist of three classes of directors, as nearly equal in number as possible, serving staggered three-year terms. One class of directors is elected each year with terms extending to the third annual meeting after such election.

There are currently seven directors who are divided among the three classes of directors as follows: two Class I directors, three Class II directors and two Class III directors. The terms of the three directors in Class III expire at the 2020 Annual Meeting. The board has designated Jerome Eisenberg and Marco Fuchs, upon the recommendation of the Nominating and Corporate Governance Committee, as nominees for election as directors at the 2021 Annual Meeting with terms expiring at the 2024 Annual Meeting of Shareholders.

Proxies properly submitted will be voted at the meeting, unless authority to do so is withheld, for the election of the two nominees specified in “Class III — Nominees for Election as Directors with Terms Expiring in 2024” below. If for any reason any of those nominees is not a candidate when the election occurs (which is not expected), proxies and shares properly authorized to be voted will be voted at the meeting for the election of a substitute nominee as selected by the board of directors, and the Company will provide shareholders with the required biographical information of such substitute nominee in advance of the meeting.

A plurality of the votes cast in person or by proxy at the Annual Meeting and entitled to vote is required to elect directors. Under the rules of the New York Stock Exchange, brokers who hold shares in “street name” do not have the authority to vote on the election of directors when they do not receive instructions from beneficial owners. Accordingly, a broker non-vote will not be counted as a vote to elect directors.

INFORMATION AS TO NOMINEES FOR DIRECTORS AND CONTINUING DIRECTORS

For each director nominee and each continuing director, we have stated the nominee’s or continuing director’s name, age and principal occupation; his or her position, if any, with the Company; his or her period of service as a director of the Company; his or her business experience for at least the past five years; other directorships held; and the experiences, qualifications, attributes or skills that led the Nominating and Corporate Governance Committee to conclude that the person should serve as a director of the Company. Each nominee for director has consented to being named in this proxy statement and to serve as a director if elected.

Class III — Nominees for Election as Directors With Terms Expiring at the 2024 Annual Meeting



Jerome B. Eisenberg	Director Since February 2004	Age 81

Mr. Eisenberg has been our non-executive Chairman of the Board since March 2008. He served as our Chairman and Chief Executive Officer from January 2006 to March 2008 and our Chief Executive Officer and President from December 2004 to January 2006. Prior to that, Mr. Eisenberg held a number of positions with ORBCOMM Inc. and with ORBCOMM LLC, including Co-Chief Executive Officer of ORBCOMM Inc. Mr. Eisenberg has worked in the satellite industry since 1993 when he helped found Satcom International Group plc. From 1987 to 1992, he was President and CEO of British American Properties, an investment company funded by European and American investors that acquired and managed various real estate and industrial facilities in various parts of the U.S. Prior thereto, Mr. Eisenberg was a partner in the law firm of Eisenberg, Honig & Folger; CEO and President of Helenwood Manufacturing Corporation (presently known as Tennier Industries), a manufacturer of equipment for the U.S. Department of Defense; and Assistant Corporate Counsel for the City of New York. Mr. Eisenberg is the father of Marc Eisenberg, a member of the board of directors and our Chief Executive Officer. Mr. Eisenberg was a director of GelTech Solutions, Inc. from 2010 to 2013. Mr. Eisenberg’s significant and meaningful knowledge of our company (as former senior management of the Company), significant experience with the satellite industry and experience and qualifications noted above were among the factors considered by our board of directors in selecting him to serve as a director.



Marco Fuchs	Director Since February 2004	Age 58

Mr. Fuchs has been a member of the board of directors of ORBCOMM LLC since 2001 and of ORBCOMM Holdings LLC from 2001 to February 2004. Mr. Fuchs is currently the Chief Executive Officer and Chairman of the Managing Board of OHB SE (technology and space), positions he has held since 2000. From 1995 to 2000, Mr. Fuchs worked at OHB System AG, first as a Prokurist (authorized signatory) and then as Managing Director. Prior to that, he worked as a lawyer from 1992 to 1994 for Jones, Day, Reavis & Pogue in New York, and from 1994 to 1995 in Frankfurt am Main. Mr. Fuchs’ significant business and operating experience with satellite companies, significant experience with the satellite industry and experience and qualifications noted above were among the factors considered by our board of directors in selecting him to serve as a director.

Class I — Continuing Directors With Terms Expiring at the 2022 Annual Meeting



Karen Gould	Director Since June 2018	Age 56

Karen Gould was elected to the ORBCOMM Board of Directors in June 2018. Ms. Gould has served as Executive Vice President and Chief Financial Officer of The Turner Construction Company (construction engineering) in New York since 2017 and as Senior Vice President and Chief Financial Officer from 2011 to 2017. She also presently serves on the Board of Directors and as Audit Committee Chair of Clark Builders, a subsidiary of Turner Construction operating in Canada. Previously, Ms. Gould held various senior executive positions in the telecommunications industry, including at Bell Canada, AT&T, Centerpost Corporation, and Ameritech Corporation, and was also a founding principal of several start-ups. Prior to that, she served as an investment banker at Kidder, Peabody & Company where she focused on serving technology and other high-growth companies and at Arthur Andersen LLP. Ms. Gould’s significant financial expertise, broad understanding of financial issues, strong operational expertise and experience and qualifications noted above were among the factors considered by our board of directors in selecting her to serve as a director.



Denise Gibson	Director Since October 2018	Age 61

Denise Gibson was elected to the ORBCOMM Board of Directors commencing in October 2018. Ms. Gibson has served as Co-Founder and Chairman of Ice Mobility, a national distributor of wireless products and provider of supply chain solutions, since 2014. She also presently serves on the Board of Directors for VOXX International Corporation and Orica Ltd. From 2001 to 2011, Ms. Gibson was the Founder and Chief Executive Officer of Brightstar US, a leading marketing, channel sales and integrated supply chain services company for the global wireless industry. Prior to that, Ms. Gibson spent 17 years with Motorola, Inc., where she held several executive management positions, including Vice President and Director of North American Consumer Technical Solutions and Vice President and General Manager for U.S. Markets in the Personal Communications Sector. Ms. Gibson’s senior leadership positions and operating experience in the global wireless industry, high level managerial experience, significant financial expertise, broad understanding of financial issues, strong operational expertise and experience and qualifications noted above were among the factors considered by our board of directors in selecting her to serve as a director.

Class II — Continuing Directors With Terms Expiring at the 2023 Annual Meeting



Marc J. Eisenberg	Director Since March 2008	Age 54

Mr. Eisenberg is our Chief Executive Officer, a position he has held since March 2008. He served as our Chief Operating Officer from February 2007 to March 2008. From June 2006 to February 2007, he was our Chief Marketing Officer and from March 2002 to June 2006, he was our Executive Vice President, Sales and Marketing. He was a member of the board of directors of ORBCOMM Holdings LLC from May 2002 until February 2004. Prior to joining ORBCOMM, from 1999 to 2001, Mr. Eisenberg was a Senior Vice President of Cablevision Electronics Investments, where among his duties he was responsible for selling Cablevision services such as video and internet subscriptions through its retail channel. From 1984 to 1999, he held various positions, most recently as the Senior Vice President of Sales and Operations with the consumer electronics company The

Wiz, where he oversaw sales and operations and was responsible for over 2,000 employees and $1 billion a year in sales. Mr. Eisenberg is the son of Jerome B. Eisenberg. Mr. Eisenberg’s significant and meaningful knowledge of our Company, in-depth knowledge of our global operations and experience and qualifications noted above were among the factors considered by our board of directors in selecting him to serve as a director.



Timothy Kelleher	Director Since March 2008	Age 58

Mr. Kelleher has been a member of our board of directors since March 2008 and previously served as a member of our board of directors from December 2005 to June 2007. He is a Managing Partner of KMCP Advisors II LLC (formerly PCG Capital Partners Advisors II LLC) (investment management), focusing on providing growth capital to established companies, and was previously a Managing Director of Pacific Corporate Group, which he joined in 2002. He is also a Managing Partner of Silver Canyon Group, LLC. Prior to joining Pacific Corporate Group, Mr. Kelleher was a Partner and Senior Vice President at Desai Capital Management Incorporated from 1992 to 2002 and held positions at Entrecanales, Inc., L.F. Rothschild & Co. Incorporated and Arthur Young & Co. Mr. Kelleher’s significant financial expertise, extensive board level experience helping growth companies achieve their full potential and success dealing with complex business and financial issues and experience and qualifications noted above were among the factors considered by our board of directors in selecting him to serve as a director.



John Major	Director Since April 2007	Age 75

Mr. Major joined our board of directors in April 2007. He is the founder and President of MTSG (a strategic consulting and investment business). From April 2004 to October 2006, Mr. Major also served as Chief Executive Officer of Apacheta Corporation, a privately held mobile, wireless software company. From August 2000 until January 2003, Mr. Major also held Chief Executive Officer positions at Novatel Wireless, Inc., a wireless data access solutions company, and Wireless Knowledge, a joint venture of Qualcomm Inc. and Microsoft Corp., positions he attained after nearly 20 years of wireless experience at industry-leading companies, including Qualcomm and Motorola. Mr. Major is a past Chairman of the Board of Directors of Broadcom Corporation and currently a director at Lattice Semiconductor, Lennox International, Inc. and Littelfuse, Inc. Mr. Major’s senior leadership positions at a number of companies, strong operational expertise, strong background in the technology sector and experience and qualifications noted above were among the factors considered by our board of directors in selecting him to serve as a director.

The board of directors recommends that you vote “FOR” the election as directors of the two Class III director nominees described above, which is presented as Proposal 1.

BOARD OF DIRECTORS AND COMMITTEES

Our business is managed under the direction of the board of directors. Our board of directors has the authority to appoint committees to perform certain management and administration functions. We currently have an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee, composed of at least three members each.

The functions of each of our board committees are described below. The duties and responsibilities of each committee are set forth in committee charters that are available on our website at www.orbcomm.com under the heading “Investors” and the subheading “Corporate Governance.” The committee charters are also available in print to any shareholder upon request. The board of directors held six meetings during fiscal year 2020. All current directors attended at least 75% of the aggregate meetings of the board and committees on which they served. Directors are expected to attend the Annual Meeting. All of our directors then in office attended the 2020 Annual Meeting.

The board has reviewed the independence of its members considering the independence criteria of The Nasdaq Stock Market, or Nasdaq, and any other commercial, industrial, banking, consulting, legal, accounting, charitable and familial relationships between the directors and the Company. Based on this review, the board has determined that none of the current directors, other than Jerome B. Eisenberg (a former executive officer of the Company) and Marc J. Eisenberg (an executive officer of the Company), has a material relationship with the Company and each of Marco Fuchs, Denise Gibson, Karen Gould, Timothy Kelleher and John Major meets the independence requirements of Nasdaq.

The independent directors meet in executive session without the presence of any executive officer or member of management at least twice a year in conjunction with regular meetings of the board. A director designated by the independent directors will chair the session. The independent directors generally designate the chair of one of the board committees as chair, depending upon whether the principal items to be considered at the session are within the scope of the applicable committee.

Board Leadership Structure. The board does not have a policy regarding the separation of the roles of Chief Executive Officer and Chairman of the Board or whether the Chairman should be a member of management or a non-management director, as the board believes it is in the best interests of the Company to make that determination based on the position and direction of the Company and the membership of the board. As the former Chief Executive Officer, Jerome Eisenberg has extensive knowledge of the Company and its business and industry that are an invaluable resource for the board. Although Jerome Eisenberg is not an independent director due to his continued employment in a non-executive capacity and his being the father of Marc Eisenberg, our Chief Executive Officer, the board believes that this leadership structure is in the best interests of the Company’s shareholders at this time.

Audit Committee. The Audit Committee, among other things:

•

reviews and oversees the integrity of our financial statements and internal controls;

•

reviews the qualifications of and recommends to the board of directors the selection of, our independent auditor, subject to ratification by our shareholders, and reviews and approves their fees;

•

reviews and oversees the adequacy of our accounting and financial reporting processes, including our system of internal controls and disclosure controls, and recommendations of the independent auditor with respect to our systems; and

•

reviews and oversees our compliance with legal and regulatory requirements.

Our Audit Committee consists of Karen Gould, Denise Gibson, Timothy Kelleher and John Major. Each current member of our Audit Committee meets the independence and financial literacy requirements of Nasdaq, the SEC and applicable law. All members of our Audit Committee are able to read and understand fundamental financial statements. The board of directors has determined that Karen Gould is an “audit committee financial expert” as defined by the SEC rules. Karen Gould serves as chair of our Audit Committee. The Audit Committee met five times during the 2020 fiscal year.

Compensation Committee. The Compensation Committee, among other things:

•

reviews and approves corporate goals and objectives relevant to the compensation of the Chief Executive Officer, evaluates the performance of the Chief Executive Officer in light of these goals and objectives and determines and approves the level of the Chief Executive Officer’s compensation based on this evaluation;

•

determines the base and incentive compensation of other senior executives and the terms of employment of senior executives, including the Chief Executive Officer;

•

reviews, administers, monitors and recommends to the board of directors all executive compensation plans and programs, including incentive compensation and equity-based plans; and

•

evaluates and makes recommendations regarding the compensation of non-employee directors and administration of non-employee director compensation plans or programs.

Our Compensation Committee consists of Denise Gibson, Timothy Kelleher, and John Major. Each current member of our Compensation Committee meets the independence requirement of Nasdaq and applicable law. Timothy Kelleher currently serves as chair of our Compensation Committee, while during 2020 John Major served as chair. The Compensation Committee met four times during the 2020 fiscal year.

For a description of the role of our executive officers on determining or recommending the amount or form of executive or director compensation, see “Compensation Discussion and Analysis — Role of Executives and Others in Establishing Compensation”.

Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee, among other things:

•

oversees our corporate governance policies, practices and programs;

•

reviews the Company’s policies, practices and programs with respect to its relationships and communications with institutional investors, including proxy advisory services, and other interested parties;

•

reviews and recommends to the board of directors the size and composition of the board, the qualification and independence of the directors and the recruitment, selection and evaluation of individuals to serve as directors;

•

reviews and recommends to the board of directors the organization and operation of the board of directors, including the nature, size and composition of committees of the board, the designation of committee chairs, the designation of a Chairman of the Board or similar position and the distribution of information to the board and its committees;

•

coordinates an annual self-assessment by the board of its operations and performance and the operations and performance of the committees and prepares an assessment of the board’s performance for discussion with the board;

•

in coordination with the Compensation Committee, evaluates the performance of the Chief Executive Officer in light of corporate goals and objectives; and

•

develops and recommends to the board for approval of a succession plan for certain executive officers.

Our Nominating and Corporate Governance Committee consists of Marco Fuchs, Karen Gould and John Major. Each member of our Nominating and Corporate Governance Committee meets the independence requirement of Nasdaq and applicable law. John Major currently serves as chair of our Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee met two times during the 2020 fiscal year.

The Nominating and Corporate Governance Committee, the Chairman of the Board and the Chief Executive Officer or other members of the board of directors may identify a need to add new members to the board or to fill a vacancy on the board. In that case, the committee will initiate a search for qualified director candidates, seeking

input from other directors, and senior executives, shareholders and, to the extent it deems appropriate, third-party search firms to identify potential candidates. The committee evaluates qualified candidates and makes its recommendation to the board, for the board’s consideration and approval. In making its recommendations to the board, the committee considers the selection criteria for director candidates set forth in our Board Membership Criteria, including the following:

•

each director candidate should have high level managerial experience in a relatively complex organization or be accustomed to dealing with complex problems.

•

each director candidate should be an individual of the highest character and integrity, have experience at or demonstrated understanding of strategy/policy-setting and reputation for working constructively with others.

•

each director candidate should have sufficient time available to devote to the affairs of the Company in order to carry out the responsibilities of a director.

•

each director candidate should be free of any conflict of interest which would interfere with the proper performance of the responsibilities of a director.

While the board does not have a formal policy with respect to diversity, it believes that it is essential that the directors represent the balanced, best interests of the shareholders as a whole, rather than special interest groups or constituencies, and takes into consideration in assessing the overall composition and needs of the board such factors as diversity of professional experience, skills and background, age, gender, international background and specialized expertise. The committee from time to time reviews with the board our Board Membership Criteria in the context of current board composition and the Company’s circumstances. In its most recent search for director candidates, the committee instructed its executive search firm that, among other candidate search criteria, gender, racial and ethnic diversity were important and would be given strong consideration, but not to the exclusion of other requirements. In 2018, the Board appointed two women to serve as directors, representing 28.5% of the board of directors.

Our Guidelines on Corporate Governance include a director age policy, pursuant to which any director who has achieved age 75 would be subject to an annual review by the committee with respect to such director’s continued service on the board, considering any factors or other information that is considered appropriate and relevant, including the director’s tenure, the director’s qualifications, the director’s past and expected contributions to the board, the overall composition of the board and whether the director’s resignation from the board would be in the best interests of the Company and its shareholders. The board, upon the recommendation of the committee, will then decide whether or not to accept the director’s tendered resignation. Each nominee for director who has achieved age 75 or would achieve age 75 during his or her term if elected is required, upon his or her election, to submit a resignation conditional upon the board’s acceptance in connection with the annual review.

In February 2015, Jerome Eisenberg, after achieving age 75 and upon nomination for re-election to the board, tendered his resignation as a member of the board, conditional upon the board’s acceptance in connection with his annual review. The board declined to accept his resignation each year since 2016, and Mr. Eisenberg remains as a member of the board and has been nominated for re-election as a director at the 2021 Annual Meeting with a term expiring in 2024.

The Nominating and Corporate Governance Committee will consider director candidates recommended by our shareholders for election to the board of directors. Shareholders wishing to recommend director candidates can do so by writing to the Secretary of ORBCOMM Inc. at 395 West Passaic Street, Suite 325, Rochelle Park, New Jersey 07662. Shareholders recommending candidates for consideration by the committee must provide each candidate’s name, biographical data and qualifications. Any such recommendation should be accompanied by a written statement from the individual of his or her consent to be named as a candidate and, if nominated and elected, to serve as a director. The recommending shareholder must also provide evidence of being a shareholder of record of our common stock at the time of such recommendation. The committee will evaluate properly submitted shareholder recommendations under substantially the same criteria and substantially the same manner as other potential candidates.

In addition, our By-Laws establish a procedure with regard to shareholder proposals for the Annual Meeting, including nominations of persons for election to the board of directors, as described below under “Shareholder Proposals for Annual Meeting in 2022”.

Compensation Committee Interlocks and Insider Participation. None of our executive officers currently serves or served during 2020 as a director or member of the compensation committee of another entity with an executive officer who serves on our board of directors or our Compensation Committee. For a description of the members of our Compensation Committee, see “Board of Directors and Committees — Compensation Committee”.

Standards of Business Conduct. The board of directors has adopted a Standards of Business Conduct that is applicable to all of our directors, officers and employees. Any material changes made to the Standards of Business Conduct or any waivers granted to any of our directors and executive officers will be publicly disclosed in accordance with applicable Nasdaq and SEC rules. A copy of our Standards of Business Conduct is available on our website at www.orbcomm.com under the heading “Investors” and the subheading “Corporate Governance” or upon request, without charge, by contacting our Investor Relations Department by calling 703-433-6360.

Risk Oversight. The board of directors has an active role, as a whole and also at the committee level, in overseeing the management of our risks. The board has designated the Audit Committee to take the lead in overseeing risk management and pursuant to its charter, the Audit Committee reviews and discusses with management the steps management has taken to assess, monitor and control the Company’s strategic, operational, financial and compliance risks, including guidelines and policies to govern the process by which such risk assessment and risk management are undertaken; provided that the Audit Committee may complete all or a portion of such review and discussion with management together with the full board of directors. The entire board is regularly informed by the Audit Committee on these matters. Notwithstanding the Audit Committee’s primary risk oversight role, the entire board is actively involved in the oversight of the operational risks with respect to the Company’s satellite constellation and receives regular presentations from management regarding these matters.

Oversight of Sustainability, Environmental and Corporate Social Responsibility Matters. The board of directors is responsible for monitoring our sustainability, environmental and corporate social responsibility activities, including the implementation of the following policies:

•

Global Diversity & Inclusion Policy

•

Global Violence & Harassment Policy

•

Environmental Sustainability Policy

•

Freedom of Association Policy

Communications to the Board. Shareholders and other interested parties may send communications to the board of directors, an individual director, the non-management directors as a group, or a specified committee at the following address:

ORBCOMM Inc.

c/o Corporate Secretary

395 West Passaic Street, Suite 325

Rochelle Park, New Jersey 07662

Attn: Board of Directors

The Secretary will receive and process all communications before forwarding them to the addressee. The Secretary will forward all communications unless the Secretary determines that a communication is a business solicitation or advertisement, or requests general information about us.

DIRECTOR COMPENSATION

During fiscal year 2020, the following independent directors: Denise Gibson, Karen Gould, Timothy Kelleher and John Major, each received an annual retainer of $45,000. In addition to the annual retainer, the chair of the Audit Committee received $20,000 annually, while the other Audit Committee members each received $6,000 annually. The chair of the Nominating and Corporate Governance Committee received $10,000 annually, while the other Nominating and Corporate Governance Committee members each received $3,000 annually. The chair of the Compensation Committee received $12,000 annually, while the other Compensation Committee members each received $5,000 annually.

Jerome Eisenberg receives an annual retainer of $50,000 but does not receive any committee fees. Neither Marco Fuchs nor Marc Eisenberg received any retainer or committee fees for their service on the board of directors in 2020. All directors are reimbursed for reasonable expenses incurred to attend meetings of the board of directors.

Annually, on or about January 2, we granted an award of time-based RSUs with a value of $100,000 (based on the closing price of our common stock on the date of grant) to certain of our directors, which vest on January 1 of the following year. On January 4, 2021, we granted an award of 14,598 time-based RSUs with a value of $100,000 (based on the closing price of our common stock of $6.85 per share on January 4, 2021) to each of Messrs. Jerome Eisenberg, Fuchs, Kelleher and Major, and Mses. Gibson and Gould. These RSUs will vest on January 1, 2022.

Under the terms of our directors’ deferred compensation plan, a non-employee director may elect to defer all or part of the cash payment of director retainer fees until such time as shall be specified, with interest on deferred amounts accruing quarterly at 120% of the Federal long-term rate set each month by the U.S. Treasury Department. In addition, a non-employee director may elect to defer the vesting and payment of any RSU awards to a later date in lieu of the one-year vesting described above.

Director Compensation for Fiscal Year 2020


Name	Fees Earned or Paid in Cash			Stock Awards(1)		All Other Compensation			Total
	($)			($)		($)			($)

Jerome Eisenberg		105,000	(2)		100,000		1,830	(3)		206,830

Denise Gibson		56,000			100,000		—			156,000

Karen Gould		68,000			100,000		—			168,000

John Major		66,000			100,000		—			166,000

Timothy Kelleher		63,000			100,000		—			163,000

Marco Fuchs		48,000			100,000		—			148,000

(1)

The amounts shown in the “Stock Awards” column represent the full grant date fair value of the RSU awards computed in accordance with FASB ASC Topic 718, Compensation — Stock Compensation. For a discussion of assumptions used to calculate the grant date fair value of the RSU awards shown in the table, see Note 4 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2020.

(2)	The amount includes an annual base salary of $55,000 as the non-executive Chairman of the Board.

(3)	The amount represents payment for life insurance premiums of $180 and $1,650 for 401(k) matching contributions.

Alignment with Stockholder Interests

As described above, a substantial portion of director compensation is equity-based and therefore tied to the Company’s stock performance. To further the direct correlation of directors’ and our stockholders’ economic interests, the board has adopted stock ownership guidelines for our non-employee directors. Each non-employee director is required to hold common stock (which includes restricted share units) with a market value equal to at least four times the director’s annual cash retainer (currently $180,000) provided that for newly appointed directors, the expectation is that this guideline would be achieved within three years of his or her initial election to the board.

CORPORATE SOCIAL RESPONSIBILITY

Our strength is derived from our commitment to our employees and customers, and the dedication of our employees to the success of the Company. At the core of this commitment is the idea that ORBCOMM “thinks globally but acts locally.” We do this by putting our employees and customers first, by acting ethically and doing what’s right, not what’s convenient. We focus, not just on our bottom line, but what is best “globally” and then “acting locally.” ORBCOMM’s focus on these issues is regularly communicated to employees, such as by our CEO during quarterly “all hands” meetings with employees across the globe. Additional details about ORBCOMM’s Corporate Social Responsibility commitment can be found at https://www.orbcomm.com/en/company-investors/corporate-social-responsibility.

Ethical Conduct

ORBCOMM’s Standards of Business Conduct defines how we conduct business by providing guidance on behaviors we encourage and specifically defining prohibited actions. For example, corrupt activities such as bribery is strictly prohibited while reporting is encouraged through our anonymous third-party reporting system. All employees receive training when they start and then, annually. All employees also certify annually to comply with the ORBCOMM Standards of Business Conduct. ORBCOMM also polls employees annually to determine employee awareness of the compliance function.

Social Justice

The vendors and suppliers with whom we do business should reflect ORBCOMM’s ideals and ESG goals. In 2019, ORBCOMM developed its Vendor Code of Conduct which defines these goals and imposes them on third parties with whom we conduct business agree to and abide by the Code of Conduct. The Code of Conduct defines ORBCOMM’s expectations as to how our partners conduct themselves and requires, among other things, that they permit their employees the freedom of association, provide safe working environments for their employees, prohibit child labor, and pay their workers fairly. We required that our vendors and suppliers affirm their compliance with the Vendor Code of Conduct on an annual basis.

Workplace Policies

Our employees are our most important asset and we seek to foster an environment where these talented people can work together to support ORBCOMM’s business and our future growth. To that end, we have implemented a number of workplace policies, which can be found at https://www.orbcomm.com/en/company-investors/corporate-social-responsibility/workplace-policies

Diversity. With employees spanning 18 countries around the world, we endeavor to build a diverse workforce to better support our global customer base. We recruit our employees based on their individual skills, qualifications and experience, treating them with respect and dignity. We believe we have the most talented and dedicated employees in the industrial IoT space, and that strength comes from leveraging the broad expertise and unique perspectives of people from different communities, backgrounds and cultures. Our corporate culture encourages a collaborative and inclusive environment based on camaraderie, teamwork and mutual respect where everyone has a voice, and everyone can make an impact in contributing to ORBCOMM’s success.

Freedom of Association. Freedom of association is a basic right that ensures that people are free to organize, form and participate in groups, either formally or informally. ORBCOMM equally supports the rights of our employees not to be forced to join any group or organization. We require the same of our vendors and suppliers.

Forced Labor. As our best asset, our employees are with us by choice. ORBCOMM believes that no one should be coerced into working with us, whether through threat of violence or intimidation. Forced labor is a violation of human rights and is counter to ORBCOMM’s ethical standards. ORBCOMM does not recruit or hire children and condemns the use of and exploitation of children in labor. In addition, we require that our vendors and suppliers certify annually that they do follow the same guidelines regarding employment.

Harassment-Free Workplace. We are committed to providing a fair and harassment-free working environment. We have the trust of our employees because ORBCOMM provides a safe and secure workplace where behaviors adverse to that are not permitted.

Whistleblower Policy. Honesty and integrity are integral to ORBCOMM’s ability to successfully manage and operate our business. We look to our employees to actively participate in upholding those ideals, by informing management of situations which they believe in good faith violate finance-related laws, rules, and regulations, as well as ORBCOMM’s policies relating to accounting and auditing matters. In order to encourage employees to actively participate in maintaining these ideals ORBCOMM provides a safe method for the good faith reporting of questionable activity. The policy provides several mechanisms for employees to make reports, including directly or anonymously contacting ORBCOMM’s General Counsel or the Board of Directors or by anonymously reporting either by telephone or through a web-based hotline located at http://orbcomm.ethicspoint.com. Employees are protected from retaliation for making good faith reports by the whistleblower policy. ORBCOMM is committed to promptly and fairly investigating any allegations made under the whistleblower policy and taking whatever corrective action are determined to be necessary as a result of such an investigation.

Sustainability

As part of our sustainable business model, environmental responsibility is a key focus for ORBCOMM. We incorporate environmentally sound business practices and an efficient use of materials across our technological innovation and manufacturing operations and foster environmental awareness among our employees, customers, suppliers and other key stakeholders to help protect our planet. ORBCOMM’s commitment to environmental awareness is outlined in our Environmental Sustainability Policy, which can be found at https://www.orbcomm.com/PDF/social/environmental-sustainability-policy.pdf

Community

As part of our company-wide commitment to give back to the local communities where we have offices around the world, ORBCOMM supports a number of service organizations through volunteer work and collection-based donations. In line with the ORBCOMM philosophy of “Think Globally, Act Locally” each office chooses what issues matter most to them, from serving dinner at the homeless shelter to organizing clothing drives, to filling backpacks with school supplies to raising money for the Breast Cancer Foundation and hospice, to supporting disaster relief efforts through the Red Cross, ORBCOMM employees are helping others in need to make our communities a better place.

AUDIT COMMITTEE REPORT

The Audit Committee assists the board of directors in overseeing the accounting and financial reporting processes of the Company, the audits of the financial statements, compliance with legal and regulatory requirements and the qualifications, independence and performance of its independent registered public accounting firm.

Our roles and responsibilities are set forth in a written charter adopted by the board of directors, which is available on the Company’s website at www.orbcomm.com under the heading “Investors” and the subheading “Corporate Governance”. We review and reassess the charter annually, and more frequently as necessary, to address any changes in Nasdaq corporate governance and SEC rules regarding audit committees, and recommend any changes to the board of directors for approval.

Management is responsible for the preparation, presentation and integrity of the Company’s financial statements. Management is also responsible for establishing and maintaining adequate internal control over financial reporting and evaluating the effectiveness of the Company’s internal control over financial reporting. The Company’s independent registered public accounting firm, Grant Thornton LLP (“Grant Thornton”), is responsible for performing an independent audit of the Company’s financial statements and expressing an opinion on the conformity of those financial statements with accounting principles generally accepted in the United States. Grant Thornton is also responsible for expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

We are responsible for overseeing the Company’s accounting and financial reporting processes. In fulfilling our responsibilities for the accounting and financial processes for fiscal year 2020, we:

•

reviewed and discussed the audited financial statements for the fiscal year ended December 31, 2020 with management and Grant Thornton;

•

reviewed and discussed management’s assessment of the effectiveness of the Company’s internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 for the fiscal year ended December 31, 2020 and Grant Thornton’s audit report on the effectiveness of internal control over financial reporting;

•

discussed with Grant Thornton the matters required to be discussed by the Statement on Auditing Standards No. 16, as amended, as adopted by the Public Company Accounting Oversight Board; and

•

received the written disclosures and correspondence from Grant Thornton required by applicable requirements of the Public Company Accounting Oversight Board regarding Grant Thornton’s communications with the Audit Committee concerning independence. We also discussed with Grant Thornton its independence.

For information on fees paid to Grant Thornton for 2020, see “Proposal to Ratify the Appointment of Independent Registered Public Accounting Firm (Proposal 2)”.

We reviewed and approved all audit and audit-related fees and services. In fulfilling our responsibilities, we met with Grant Thornton, with and without management present, to discuss the results of their audit, including critical audit matters, and the overall quality of the Company’s financial reporting and internal control environment. We considered the status of pending litigation, taxation matters and other areas of oversight relating to the financial reporting and audit process that we determined appropriate.

Based on our review of the audited financial statements and discussions with, and the reports of, management and Grant Thornton, we recommended to the board of directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 for filing with the SEC.

The Audit Committee has appointed Grant Thornton as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2021, subject to the ratification of shareholders.

Audit Committee

Karen Gould, Chair

Denise Gibson

Timothy Kelleher

John Major

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table shows the beneficial ownership, reported to us as of March 1, 2021, of our common stock, including shares as to which a right to acquire ownership within 60 days exists (for example, through the exercise of SARs) of each director, each nominee for director, each named executive officer, of such persons and other executive officers as a group and of beneficial owners of 5% or more of our common stock. The business address of the named executive officers and directors is c/o ORBCOMM Inc., 395 West Passaic Street, Suite 325, Rochelle Park, New Jersey 07662. As of March 1, 2021, there were 79,084,394 outstanding shares of our common stock.


Name of Beneficial Owner	Shares of Common Stock Owned(1)		Percentage of Total Common Stock Held

Greater than 5% Stockholders

Adage Capital Partners, L.P.(2)		7,620,187		9.64	%

BlackRock, Inc.(3)		5,375,809		6.80	%

Dimensional Fund Advisors LP(4)		4,162,429		5.26	%

The Vanguard Group Inc.(5)		4,108,967		5.20	%

Named Executive Officers and Directors

Marc Eisenberg(6)		1,109,094		1.40	%

Constantine Milcos(7)		124,602		*

John J. Stolte, Jr.(8)		308,113		*

Christian G. Le Brun(9)		276,572		*

Craig E. Malone(10)		168,899		*

Jerome B. Eisenberg(11)		925,924		1.17	%

Marco Fuchs(12)		2,253,552		2.85	%

Denise Gibson		38,515		*

Karen Gould		42,534		*

Timothy Kelleher		151,348		*

John Major(13)		177,870		*

All executive officers and directors as a group (11 persons)		5,534,489		6.93	%

*	Represents beneficial ownership of less than 1% of the outstanding shares of common stock.

(1)	Unless otherwise indicated, the amounts shown as being beneficially owned by each stockholder or group listed above represent shares over which that stockholder or group holds sole investment power.

(2)

Based on a Schedule 13G/A filed with the SEC on February 11, 2021 by Adage Capital Partners, L.P. (“ACP”), ACP, as a direct owner of common stock, Adage Capital Partners GP, L.L.C. (“ACPGP”), as general partner of ACP, Adage Capital Advisors, L.L.C. (“ACA”), as managing member of ACPGP, and Robert Atchinson and Phillip Gross, each as managing members of ACA, managing members of ACPGP, and general partners of ACP, may each be deemed the beneficial owner of shares held by ACP. ACP reported having shared voting power over 7,620,187 shares and shared dispositive power over 7,620,187 shares. The principal business address of each reporting persons is 200 Clarendon Street, 52nd floor, Boston, MA 02116.

(3)

Based on a Schedule 13G/A filed with the SEC on January 29, 2021 by BlackRock, Inc., BlackRock, Inc. reported having sole voting power over 5,315,987 shares and sole dispositive power over 5,375,809 shares. The principal business address of BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055.

(4)	Based on a Schedule 13G/A filed with the SEC on February 12, 2021 by Dimensional Fund Advisors LP (“Dimensional”), Dimensional, in its capacity as investment adviser to four registered investment companies and investment manager or sub-adviser to certain other commingled funds, group trusts and

separate accounts (collectively with the registered investment companies, the “Funds”) and through certain of its subsidiaries, in their capacities as investment adviser and/or sub-adviser to certain Funds, may possess voting and/or investment power over the ORBCOMM shares that are owned by the Funds and may be deemed the beneficial owner of shares held by the Funds. Dimensional reported having sole voting power over 3,948,578 shares and sole dispositive power over 4,162,429 shares. However, all the shares are owned by the Funds and Dimensional and its affiliates disclaim beneficial ownership of the shares. Dimensional’s address is Building One, 6300 Bee Cave Road, Austin, TX 78746.

(5)

Based on the Schedule 13G/A filed with the SEC on February 10, 2021 by The Vanguard Group Inc., The Vanguard Group Inc. reported having sole voting power over no shares, sole dispositive power over 4,007,147 shares, shared voting power over 68,514 shares and shared dispositive power over 101,820 shares. The Vanguard Group Inc.’s address is 100 Vanguard Blvd., Malvern, PA 19355.

(6)	Includes 729,407 shares of common stock held by Marc Eisenberg. Also includes 379,687 shares of common stock underlying SARs that are currently exercisable.

(7)	Includes 112,402 shares of common stock held by Constantine Milcos. Also includes 12,200 shares of common stock underlying SARs that are currently exercisable.

(8)	Includes 154,768 shares of common stock held by John J. Stolte, Jr. Also includes 153,345 shares of common stock underlying SARs that are currently exercisable.

(9)	Includes 124,166 shares of common stock held by Christian G. Le Brun. Also includes 152,406 shares of common stock underlying SARs that are currently exercisable.

(10)	Includes 96,999 shares of common stock held by Craig E. Malone. Also includes 71,900 shares of common stock underlying SARs that are currently exercisable.

(11)	Includes 880,165 shares of common stock held by Jerome B. Eisenberg and 15,759 shares of common stock held by Cynthia Eisenberg, Mr. Eisenberg’s wife. Also includes 30,000 shares of common stock underlying SARs that are currently exercisable.

(12)

Includes 24,449 shares of common stock held by Marco Fuchs, 2,168,779 shares of common stock held by OHB SE, and 60,324 shares of common stock held by ORBCOMM Deutschland A.G. Mr. Fuchs is Chief Executive Officer of OHB SE which owns ORBCOMM Deutschland A.G. Manfred Fuchs, Marco Fuchs and Christa Fuchs hold voting and investment power with regard to the shares held by OHB SE and ORBCOMM Deutschland A.G. OHB SE’s address is Universitaetsalle 27-29, Bremen, D-28539, Germany.

(13)	Includes 157,870 shares of common stock held by John Major and 20,000 shares of common stock held by a trust of which Mr. Major is a trustee.

COMPENSATION DISCUSSION AND ANALYSIS

The following Compensation Discussion and Analysis describes the material elements of compensation for the following current executives whose compensation is reported in the Summary Compensation Table (our “Named Executive Officers”):

•

Marc Eisenberg, Chief Executive Officer and President;

•

Constantine Milcos, Executive Vice President and Chief Financial Officer;

•

John Stolte, Executive Vice President, Technology and Operations;

•

Christian Le Brun, Executive Vice President, Chief Legal and Human Resources Officer; and

•

Craig Malone, Executive Vice President, Product Development.

Compensation Committee

Our Compensation Committee assists our board of directors in fulfilling its responsibilities with respect to oversight and determination of executive compensation and human resources matters, including the compensation of the Named Executive Officers. A description of the Compensation Committee’s composition, functions, duties, and responsibilities is set forth in this proxy statement under “Board of Directors and Committees — Compensation Committee”.

The Compensation Committee’s roles and responsibilities are set forth in a written charter which is available on our website at http://investors.orbcomm.com/corporate-governance/documents-and-charters and is available in print to any shareholder upon request.

Introduction

We use base salaries and time-based equity awards to provide current income and retention incentives and a combination of cash and stock-based compensation that reward performance measured against various corporate performance goals based on key business drivers. Our performance targets are based on our annual business plan and we believe that they are established at levels that are achievable if we execute on our business plan. By providing for significant incentives for exceeding certain targets and our business plan, we motivate our Named Executive Officers to achieve strategic business objectives that result in the creation of additional value for our stockholders over the long-term. We believe the general design of our compensation programs provides the appropriate balance for motivating and retaining our Named Executive Officers while providing appropriate rewards for demonstrated performance.

Total Target Pay Mix. The charts below show the allocation of 2020 target compensation among salary, annual cash bonus and equity-based incentives for (a) our Chief Executive Officer and (b) our other Named Executive Officers (averaged).

For purposes of determining the percentages shown above, it is assumed that:

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each of the Named Executive Officers is employed by the Company for the full 2020 fiscal year;

•

the annual cash bonus is earned at target and the discretionary portion is paid in full;

•

the target number of restricted stock units awarded have a value equal to the market value of the common stock underlying the award on the date of grant; and

•

the market performance units (“MPUs”) are earned at the applicable target stock price level for each year in the three-year performance period 2020-2022. Only the MPUs relating to the 2020-2022 performance period are reflected in the charts above (MPUs granted in prior periods are not reflected in the charts above, although a portion of these awards may overlap with the MPUs relating to the 2020-2022 performance period and be earned in 2020 and later years). Since the various performance-based awards have both upside opportunity and downside risk, these percentages may not reflect the actual amounts realized.

Philosophy and Objectives of Compensation Programs

The Compensation Committee’s goal is to set executive compensation at levels the committee believes are competitive against compensation offered by other rapidly growing companies of similar size and stage of development against whom we compete for executive talent in the communications industry, while taking into account our performance and our own strategic goals. To align the interests of our executives with those of our stockholders, we design our compensation packages provided to our executives, including our Named Executive Officers, to include both cash and stock-based compensation that reward performance as measured against performance goals that are expected to generate returns for our stockholders, but not for poor performance.

Compensation Committee Consideration of the Company’s 2020 Shareholder Advisory Vote on Executive Compensation

At our 2020 Annual Meeting of Stockholders, 96.9% of the shares voted on the matter approved our 2019 executive compensation. Based on this endorsement, there were no significant changes made to any component of our 2020 executive compensation programs other than inclusion of the cash generation performance measure (introduced during the 2019 fiscal year) for the full 2020 fiscal year. The Compensation Committee will continue to consider the outcome of say-on-pay votes when making future compensation decisions for our Named Executive Officers.

Use of Compensation Consultant

Since 2012, our Compensation Committee has regularly engaged Meridian Compensation Partners, LLC, or Meridian, as its independent compensation consultant for compensation decisions. Meridian provided the Compensation Committee with the following services in 2018 which continued to inform the decisions of the Compensation Committee for the 2020 fiscal year:

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provided advice on the Company’s compensation peer group (listed below);

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provided compensation data for similarly situated named executive officers from our new peer group;

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reviewed the compensation arrangements for all of our Named Executive Officers and recommended certain salary increases for our Named Executive Officers;

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reviewed and recommended certain modifications to the design of the change of control payments under the Named Executive Officers’ employment agreements and equity-based incentive compensation to reflect current market practices; and

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reviewed and provided recommendations on the compensation program for our non-employee directors.

During 2020, the Compensation Committee and Compensation Committee Chair had various discussions with Meridian regarding the impact of the COVID-19 pandemic on the Company’s financial performance measures for the 2020 fiscal year annual incentive cash compensation arrangements for its senior officers and certain revisions made to the 2020 annual cash bonus described below under “—Annual Cash Bonus”.

The Compensation Committee determined that Meridian is independent and that the provision of its services to the Compensation Committee did not create any conflicts of interest. The Compensation Committee has the authority to hire and terminate its compensation consultant. The Company pays the cost for the consultant’s services. The Compensation Committee is responsible for assessing annually the consultant’s independence and whether there are any conflicts of interest. Other than providing services as directed by the Compensation Committee, Meridian did not provide any other services to the Company. Meridian communicated with members of the Compensation Committee, both with and without management present.

Market Assessment

Our Compensation Committee made compensation decisions based on external market data including the peer group information provided by Meridian in 2018, the experiences and knowledge of each member, historical pay levels for each executive, historical and/or anticipated future corporate and individual performance, and internal pay equity. The Compensation Committee believed that this comprehensive approach was appropriate for 2020 in order to allow us to maintain a reasonable and responsible cost structure.

In July 2018, Meridian delivered a report to the Compensation Committee that provided the base salary, annual incentive cash bonus opportunities and long-term equity-based incentive compensation for named executive officers employed in comparable positions by the peer companies selected for use in 2018 and that continued to be applicable for 2020. For Messrs. Stolte and Malone, whose positions had insufficient functional equivalents at peer companies, Meridian used market survey data.

Executive compensation was reviewed against the same 19-company peer group that was originally established in 2018 to reflect the increase in the Company’s size and provide a sampling of the market, using the following broad criteria given our company’s unique industry positioning:

Industry, scope of business operations, and organizational complexity: The peer group focuses principally on the following industry subcategories: communication equipment providers, internet software and services, aerospace and defense, alternative carriers and application software.

Organizational size: The peer group focuses on companies with 2017 12-month revenues of between approximately $117 million and $900 million (with a median peer group revenue of $255 million) and market capitalization of between approximately $146 million and $2.8 billion (with a median peer group market capitalization of $819 million).

Based on the foregoing criteria, Meridian and the Compensation Committee analyzed the following 19-company peer group:



Aerohive Networks, Inc.		Gogo Inc.

AeroVironment, Inc.		GTT Communications, Inc.

CalAmp Corp.		Iridium Communications Inc.

Comtech Telecommunications Corp.		Ituran Location and Control Ltd.

DASAN Zhone Solutions, Inc.		Kratos Defense & Security Solutions, Inc.

The Descartes Systems Group Inc.		KVH Industries Inc.

Digi International Inc.		Sierra Wireless, Inc.

ForeScout Technologies, Inc.		Spok Holdings, Inc.

Gilat Satellite Networks Ltd.		Telenav, Inc.

Globalstar, Inc.

Although our Compensation Committee does not target any specific benchmark against the compensation levels of the peer companies, the Compensation Committee considers compensation near the 50^th percentile generally to be competitive. However, actual compensation may be above or below median to reflect company performance and each Named Executive Officer’s role relative to peers, as well as individual performance and potential. The Compensation Committee also considers the mix of elements and compensation strategies used by these peer companies as part of its comprehensive approach to establishing executive compensation.

Elements of Compensation

Base Salary

Base salaries are determined on an individual basis, are based on job responsibilities and individual contribution, and are intended to provide our executives with current income. Base salaries for our Named Executive Officers are reviewed annually and may be adjusted to reflect any changes in job responsibilities and individual contribution, as well as competitive conditions in the market for executive talent.

Our Chief Executive Officer proposes new base salary amounts for the other Named Executive Officers to the Compensation Committee for approval based on following:

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an evaluation of individual performance and expected future contributions;

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a goal to ensure competitive compensation against the external market; and

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comparison of the base salaries of the executive officers who report directly to our Chief Executive Officer to ensure internal equity.

The base salaries for Messrs. Eisenberg and Malone for the 2020 fiscal year remained at $525,000 and $280,000, respectively, the same levels established effective August 1, 2018. Mr. Milcos’s base salary for the 2020 fiscal year remained at $280,000, the same level established upon his appointment as interim Chief Financial Officer in April 2019 and maintained upon his appointment as Chief Financial Officer in August 2019. The base salaries of Messrs. Stolte and Le Brun for the 2020 fiscal year remained at $275,000 and $265,000, respectively, the same levels established in August 2016.

The annual base salaries for the Named Executive Officers currently employed by the Company for the 2021 fiscal year are currently at the same levels as established for the 2020 fiscal year.

Annual Cash Bonus

Annual cash bonuses are designed to align employees’ goals with the Company’s financial objectives for the current year and to reward individual performance. These objectives include financial performance targets such as Adjusted EBITDA, Service Revenues, Product Revenues and Cash Generation. Our Compensation Committee

defines Adjusted EBITDA as earnings attributable to ORBCOMM Inc., before interest income (expense), provision for income taxes, loss on extinguishment of debt and depreciation and amortization, adjusted for stock-based compensation expense, net income attributable to non-controlling interests, impairment charges, non-capitalized satellite launch and in-orbit insurance, acquisition-related and integration costs, and other special items. Our Compensation Committee defines Cash Generation as, on a GAAP cash flow statement basis, the Company’s net change in cash for the relevant fiscal period, excluding any cash provided by financing activities, any cash used for the Company’s stock repurchases, any capital expenditures for subscription sales or leasing hardware by the Company, and any significant change in the accounts payable balance due to delayed vendor payments, as may be adjusted for any unbudgeted expenses approved by the Board of Directors or Compensation Committee. These performance measures were selected to align employees’ goals with key drivers of our business, such as growth in profitability, revenues, and cash generation, all of which are important drivers of stockholder value. These performance measures are primarily objective criteria that can be readily measured and generally do not require subjective determinations. The annual cash bonus also includes discretionary amounts which may be paid based on completion of key projects and the Committee’s assessment of the executive’s performance. Each Named Executive Officer is eligible to receive a target annual cash bonus, payable in cash based on a percentage of his base salary as determined by the Compensation Committee each year, subject to achieving certain performance targets.

In July 2020, the Compensation Committee and Compensation Committee Chair had various discussions with Meridian, its independent compensation consultants, regarding the global economic crisis caused by the COVID-19 pandemic, various budget re-forecasts for fiscal 2020 in light of the expected impact of the pandemic on the Company’s operations and potential adjustments the Company’s financial performance measures for the 2020 fiscal year annual incentive cash compensation arrangements for its senior officers, which were established by the Committee prior to the outbreak of the COVID-19 pandemic, to reflect the revised forecasts for fiscal 2020 and to incentivize management to focus on the Company’s business goals in the COVID-19-challenged business environment. As a result, the Compensation Committee believed that it would be appropriate to bifurcate the fiscal 2020 annual incentive cash compensation into two parts, one covering the first half of fiscal 2020 and one covering the second half of fiscal 2020, to reflect the impacts of the COVID-19 pandemic on the Company’s business and outlook, particularly with respect to the second half of fiscal 2020. The Compensation Committee believed that it would be appropriate (i) to continue to use the same categories of financial performance measures for the fiscal 2020 incentive cash compensation and (ii) (A) to allocate to the first half of fiscal 2020, performance targets based on the Company’s previously approved pre-COVID-19 fiscal 2020 budget as it related to the period January 1 to June 30, 2020 and (B) to establish new performance targets based on the Company’s revised fiscal 2020 budget reflecting the impact of the COVID-19 pandemic with respect to the period July 1 to December 31, 2020 to incentivize management to focus on the Company’s business goals in the COVID-19-challeneged business environment.

For the 2020 fiscal year, the Compensation Committee set each Named Executive Officer’s target bonus opportunity (which is described in the table below) based on competitive market and internal pay equity considerations.


	2020 Annual Cash Bonus
	Approximate % of base salary at Target			Payment amounts at Target

Marc Eisenberg		100	%	$	525,000

Constantine Milcos		75	%	$	210,000

John Stolte		50	%	$	137,500

Christian Le Brun		70	%	$	185,500

Craig Malone		60	%	$	170,828

On December 11, 2019, our Compensation Committee established 2020 financial performance targets for which annual bonuses would be paid to Messrs. Eisenberg, Milcos, Stolte, Le Brun and Malone based on achieving those targets.

The 2020 financial performance targets for each of Messrs. Eisenberg, Milcos, Stolte, Le Brun, and Malone, and the relative weighting of such performance targets as a percentage of their annual bonus opportunities are set forth in the following table:


2020 Performance targets	Marc Eisenberg			Constantine Milcos			John Stolte			Christian Le Brun			Craig Malone

Fiscal 2020 Adjusted EBITDA		40.0	%		40.0	%		40.0	%		40.0	%		40.0	%

Service Revenues		15.0	%		15.0	%		15.0	%		15.0	%		15.0	%

Product Revenues		7.5	%		7.5	%		7.5	%		7.5	%		7.5	%

Cash Generation		22.5	%		22.5	%		22.5	%		22.5	%		22.5	%

Discretionary		15.0	%		15.0	%		15.0	%		15.0	%		15.0	%


		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%

For 2020, bonuses were not earned unless at least a threshold level of performance was achieved. Achieving threshold performance for each of the Fiscal 2020 Adjusted EBITDA, Service Revenues and Product Revenues performance measures would result in payment of 50% of the award payable for such target performance for each of the Named Executive Officers. If the Cash Generation performance measure falls between the threshold amount and the target amount, the applicable vesting percentage will be interpolated on a straight-line basis between 50% and 100%.

For 2020, achieving maximum performance of the Fiscal 2020 Adjusted EBITDA performance measure (i.e., 112% of target for first half of 2020 Adjusted EBITDA and 111% for the second half of 2020 Adjusted EBITDA) would result in payment of approximately 244% of the award payable for target performance for Messrs. Eisenberg and Milcos and approximately 175% of the award payable for target performance for Messrs. Stolte, Le Brun and Malone. For performance between threshold and target performance levels, the award payable for these Named Executive Officers would be calculated on a linear sliding scale basis. For performance between target and maximum performance levels, the award payable would be calculated on a sliding scale basis which increases more rapidly when actual performance exceeds the target performance level. For Messrs. Eisenberg and Milcos, the sliding scale increases at a higher percentage rate than the sliding scale applicable to Messrs. Stolte, Le Brun and Malone.

Achieving maximum performance of the Service Revenues performance measure (i.e., 107% of target for the first half of 2020 and 106% of target for the second half of 2020) and Product Revenue performance measure (i.e., 115% of target for the first half of 2020 and 117% of target for the second half of 2020) would result in payment of 200% of the award payable for target performance for Messrs. Eisenberg and Milcos and approximately 175% of the award payable for target performance for Messrs. Stolte, Le Brun and Malone. For performance between threshold and target performance levels, the award payable for these Named Executive Officers would be calculated on a linear sliding scale basis. For performance between target and maximum performance levels, the award payable would be calculated on a linear sliding scale basis for Messrs. Eisenberg and Milcos and on a sliding scale basis which increases more rapidly when actual performance exceeds the target performance level for Messrs. Stolte, Le Brun and Malone.

Achieving maximum performance of the Cash Generation performance measure (i.e., 100% of target) would result in payment of 100% of the award payable for target performance for each Named Executive Officer. For performance between the threshold amount and target performance levels, the award payable would be calculated on a linear sliding scale basis between 50% and 100%. The following tables summarize the payouts at the

threshold, target and maximum performance levels with respect to the Fiscal 2020 Adjusted EBITDA, Service Revenues, Product Revenues and Cash Generation performance measures for each of the Named Executive Officers for the first half of fiscal 2020 and the second half of fiscal 2020:

First Half of Fiscal 2020

Adjusted EBITDA


	Threshold (88% of Target)		Target		Maximum (112% of Target)

Marc Eisenberg	$	48,892	$	97,785	$	238,733

Constantine Milcos	$	19,557	$	39,114	$	95,493

John Stolte	$	12,805	$	25,610	$	44,792

Christian Le Brun	$	17,275	$	34,551	$	60,429

Craig Malone	$	15,906	$	31,813	$	55,641

Service Revenues


	Threshold (93% of Target)		Target		Maximum (107% of Target)

Marc Eisenberg	$	19,474	$	38,948	$	77,897

Constantine Milcos	$	7,790	$	15,579	$	31,159

John Stolte	$	5,100	$	10,201	$	17,841

Christian Le Brun	$	6,881	$	13,762	$	24,069

Craig Malone	$	6,336	$	12,671	$	22,162

Product Revenues


	Threshold (85% of Target)		Target		Maximum (115% of Target)

Marc Eisenberg	$	9,413	$	18,825	$	37,651

Constantine Milcos	$	3,768	$	7,537	$	15,074

John Stolte	$	2,465	$	4,930	$	8,623

Christian Le Brun	$	3,326	$	6,652	$	11,634

Craig Malone	$	3,066	$	6,131	$	10,724

Cash Generation


	Threshold		Target		Maximum (100%) of Target)

Marc Eisenberg	$	10,214	$	20,429	$	40,857

Constantine Milcos	$	4,085	$	8,169	$	16,338

John Stolte	$	2,675	$	5,350	$	9,358

Christian Le Brun	$	3,609	$	7,218	$	12,625

Craig Malone	$	3,324	$	6,649	$	11,628

Second Half of Fiscal 2020

Adjusted EBITDA


	Threshold (89% of Target)		Target		Maximum (111% of Target)

Marc Eisenberg	$	56,108	$	112,215	$	273,962

Constantine Milcos	$	22,443	$	44,886	$	109,585

John Stolte	$	14,695	$	29,390	$	51,403

Christian Le Brun	$	19,825	$	39,649	$	69,347

Craig Malone	$	18,254	$	36,507	$	63,851

Service Revenues


	Threshold (94% of Target)		Target		Maximum (106% of Target)

Marc Eisenberg	$	19,901	$	39,802	$	79,603

Constantine Milcos	$	7,960	$	15,921	$	31,841

John Stolte	$	5,213	$	10,424	$	18,232

Christian Le Brun	$	7,032	$	14,063	$	24,597

Craig Malone	$	6,474	$	12,949	$	22,648

Product Revenues


	Threshold (83% of Target)		Target		Maximum (117% of Target)

Marc Eisenberg	$	10,275	$	20,550	$	41,099

Constantine Milcos	$	4,114	$	8,227	$	16,454

John Stolte	$	2,691	$	5,383	$	9,414

Christian Le Brun	$	3,630	$	7,261	$	12,699

Craig Malone	$	3,346	$	6,693	$	11,705

Cash Generation


	Threshold		Target		Maximum (100%) of Target)

Marc Eisenberg	$	48,849	$	97,696	$	195,393

Constantine Milcos	$	19,533	$	39,067	$	78,134

John Stolte	$	12,794	$	25,588	$	44,752

Christian Le Brun	$	17,260	$	34,520	$	60,374

Craig Malone	$	15,898	$	31,795	$	55,611

First Half of Fiscal 2020 Financial Performance Targets and Results


Performance targets	Threshold Target (approx.)		Target		Maximum Target (approx.)		Actual Performance

Fiscal 2020 Adjusted EBITDA	$	27,939,000	$	32,595,000	$	35,389,000	Did not achieve threshold target

Service Revenues	$	73,198,000	$	79,133,000	$	85,068,000	Partially achieved approx. $78,953,000

Product Revenues	$	52,592,000	$	62,154,000	$	71,716,000	Did not achieve threshold target

Cash Generation	$	2,075,000	$	2,940,000	$	3,805,000	Overachieved approx. $10,120,000

Discretionary		Based on completion of certain key projects based on the Compensation Committee’s determination					Achieved

Second Half of Fiscal 2020 Financial Performance Targets and Results


Performance targets	Threshold Target (approx.)		Target		Maximum Target (approx.)		Actual Performance

Fiscal 2020 Adjusted EBITDA	$	24,000,000	$	27,000,000	$	30,000,000	Achieved approx. $29,185,000

Service Revenues	$	75,000,000	$	80,000,000	$	85,000,000	Partially Achieved approx. $78,866,000

Product Revenues	$	38,000,000	$	46,000,000	$	54,000,000	Achieved approx. 46,689,000

Cash Generation	$	4,000,000	$	7,000,000	$	11,000,000	Overachieved approx. $11,500,000

Discretionary		Based on completion of certain key projects based on the Compensation Committee’s determination					Achieved

On February 16, 2021, our Compensation Committee awarded the discretionary bonus component for Messrs. Eisenberg, Milcos, Stolte, Le Brun and Malone in full based on completion of certain strategic initiatives such as refinancing the Company’s debt and extending the Company’s agreement with Inmarsat plc and determined that the following performance-based annual incentive bonus payout amounts relating to achievement against the First Half of Fiscal 2020 and Second Half of Fiscal 2020 financial performance targets described above would be paid to the Named Executive Officers, in each case, effective upon completion of the 2020 fiscal year financial audit confirming the 2020 performance target results presented to the Compensation Committee (which occurred on February 26, 2021):


2020 Performance targets	Marc Eisenberg		Constantine Milcos		John Stolte		Christian Le Brun		Craig Malone

Fiscal 2020 Adjusted EBITDA	$	175,336	$	70,134	$	38,868	$	52,436	$	48,281

Service Revenues		73,775		29,510		19,322		26,067		24,001

Product Revenues		20,550		8,227		5,382		7,261		6,693

Cash Generation		236,250		94,472		54,110		67,239		72,999

Discretionary		78,750		23,625		20,625		27,825		25,620

	$584,660		$233,843		$138,307		$186,588		$171,834

(1)	For purposes of illustrating the payout amount for Mr. Le Brun (whose base salary as of the end of fiscal year 2020 was $265,000) with respect to the Product Revenues performance measure, the calculation (with

first half of 2020 Product Revenues of $43,958,000, which did not exceed the threshold level of $52,592,000, and second half of 2020 Product Revenues of $49,689,000, which met the target levels of $46,000,000) is as follows:

•

Mr. Lebrun’s target payout amount for the Product Revenues performance measure is calculated as approximately 5.25% of his base salary, or $13,913, which was allocated 48% ($6,652) to the first half of 2020 Product Revenues and 52% ($7,261) to the second half of 2020 Product Revenues.

•

The $6,652 is then multiplied by a factor of 0%, representing of the results of the first half of 2020 Product Revenues below the $52,592,000 first half of 2020 Product Revenues threshold and the $7,261 is then multiplied by a factor of 100%, reflecting the Company meeting the second half of 2020 Product Revenues target of $46,000,000, resulting in an aggregate payout amount of $7,261.

2021 Financial Performance Targets

On December 7, 2020, our Compensation Committee established 2021 financial performance targets for which annual cash bonuses will be paid to Messrs. Eisenberg, Milcos, Stolte, Le Brun and Malone based on achieving financial performance targets. The 2021 annual target bonus opportunities as a percentage of base salary are set forth in the following table:


	2021 Annual Cash Bonus
	Approximate % of base salary at Target			Payment amounts at Target

Marc Eisenberg		100	%	$	525,000

Constantine Milcos		75	%	$	210,000

John Stolte		50	%	$	137,500

Christian Le Brun		70	%	$	185,500

Craig Malone		61	%	$	170,828

The 2021 financial performance targets are substantially similar to those for 2020, with certain changes to the allocation among the performance measures as noted below. The 2021 financial performance targets and the relative weighting of such performance targets as a percentage of the annual bonus opportunities are set forth in the following table:


2021 Performance targets	Marc Eisenberg			Constantine Milcos			John Stolte			Christian Le Brun			Craig Malone

Fiscal 2021 Adjusted EBITDA		40.0	%		40.0	%		40.0	%		40.0	%		40.0	%

Service Revenues		15.0	%		15.0	%		15.0	%		15.0	%		15.0	%

Product Revenues		7.5	%		7.5	%		7.5	%		7.5	%		7.5	%

Cash Generation		22.5	%		22.5	%		22.5	%		22.5	%		22.5	%

Discretionary		15.0	%		15.0	%		15.0	%		15.0	%		15.0	%


		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%

Long-Term Equity-Based Incentives

In addition to the short-term cash compensation payable to our Named Executive Officers, our Compensation Committee believes that the interests of our stockholders are best served when a substantial portion of our Named Executive Officers’ compensation is comprised of equity-based and other long-term incentives that appreciate in value contingent upon increases in the share price of our common stock and other indicators that reflect improvements in business fundamentals. Therefore, it is our Compensation Committee’s intention to make grants of equity-based awards to our Named Executive Officers and other key employees at such times and in such amounts as may be required to accomplish the objectives of our compensation programs. Please see the Grants of Plan Based awards table and the accompanying narrative disclosures set forth in this proxy statement for more information regarding the grants of equity plan-based awards to our Named Executive Officers in fiscal year 2020.

For the equity-based and other long-term incentives, the table below summarizes the allocation of equity-based awards granted for fiscal year 2021 to each of our continuing Named Executive Officers among performance-based restricted stock units (“RSUs”), time-based RSUs and market performance units (“MPUs”) and the grant date values for each type of award:


	Performance- Based Restricted Stock Units					Time-Based Restricted Stock Units					Market Performance Units
	% of Long-Term Equity Based Incentives at Target			Grant-date value at Target(1)		% of Long-Term Equity Based Incentives at Target			Grant-date value at Target(1)		% of Long-Term Equity Based Incentives at Target			Grant-date value at Target(2)

Marc Eisenberg		40	%	$	500,000		40	%	$	500,000		20	%	$	236,250

Constantine Milcos		35	%	$	150,000		35	%	$	150,000		30	%	$	126,000

John Stolte		29	%	$	87,500		29	%	$	87,500		42	%	$	123,750

Christian Le Brun		31	%	$	100,000		31	%	$	100,000		38	%	$	119,250

Craig Malone		31	%	$	100,000		31	%	$	100,000		38	%	$	126,000

(1)	The amounts set forth in the “Grant-date value at Target” column for performance-based and time-based RSUs represent the market value of the common stock underlying the RSUs on the date of grant.

(2)	The amounts set forth in the “Grant-date value at Target” column for the MPUs represent the dollar value of the award assuming the stock price achieves the applicable target stock price level for each year in the three-year performance period 2021-2023.

We have not timed grants of equity-based awards in coordination with the release of non-public information nor have we timed the release of non-public information for the purpose of affecting the value of executive compensation.

Under the 2016 Long Term Incentives Plan (“2016 LTIP”), the Compensation Committee has the ability to provide a number of equity-based awards, including RSUs, SARs, stock options, common stock, restricted stock, MPUs and performance shares to promote our long-term growth and profitability. Since 2016, our equity based incentives have been a mix of RSUs (performance-based and time-based) and MPUs. This combination of equity-based incentives is intended to benefit stockholders by enabling us to better attract and retain top talent in a marketplace where such incentives are prevalent. We believe that RSUs and MPUs provide effective vehicles for promoting a long-term share ownership perspective for our senior management and employees and closely align the interests of senior management and employees with our achievement of longer-term financial objectives that enhance stockholder value, while at the same time limiting the dilutive effects of granting stock options. Our stock compensation plan is the principal method by which our executive officers acquire equity or equity-based interests in us.

2020 Time-based and Performance-based RSU Grants. A restricted stock unit, or RSU, is a contractual right to receive at a specified future vesting date an amount in respect of each RSU based on the fair market value on such date of one share of our common stock, subject to such terms and conditions as the Compensation Committee may establish. RSUs that become payable in accordance with their terms and conditions will be settled in cash, shares of our common stock, or a combination of cash and our common stock, as determined by the Compensation Committee. The Compensation Committee may provide for the accumulation of dividend equivalents in cash, with or without interest, or the reinvestment of dividend equivalents in our common stock held subject to the same conditions as the RSU and such terms and conditions as the Compensation Committee may determine. No participant who holds RSUs will have any ownership interest in the shares of common stock to which such RSUs relate until and unless payment with respect to such RSUs is actually made in shares of common stock. Vested and unvested RSUs awarded to certain of our employees, including our Named Executive Officers, will be subject to forfeiture in the event such employees breach their non-competition and/or non-solicitation covenants set forth in their award agreements and unvested RSUs are subject to cancellation if, prior to vesting, such employees ceased to be employed by us for any reason.

On December 10, 2019, the Compensation Committee granted time-based RSUs under the 2016 LTIP, which vested on January 1, 2021, and performance-based RSUs under the 2016 LTIP relating to 2020 financial

performance targets that we believe are important to our long-term success. Each of the fiscal 2020 performance target components and the percentages for each component with respect to Messrs. Eisenberg, Milcos, Stolte, Le Brun and Malone were the same as those originally established for the 2020 annual cash bonuses described above under “— Annual Cash Bonus” before any adjustment for the COVID-19 impacts.

The Compensation Committee, in consultation with management and its independent compensation consultant, linked the 2020 target performance levels to these measures, as we believe that each of them is an important factor in our revenue growth and for sustaining our business model.

The 2020 financial performance targets for performance-based Restricted Stock Units granted to senior officers in December 2019 with respect to fiscal 2020 were not affected by the modification made by the Compensation Committee in July 2020 for the annual cash bonuses.

The total amounts of the time-based RSUs and performance-based RSUs granted to the Named Executive Officers under the 2016 LTIP with respect to their 2020 compensation is set forth below:


	Time-Based RSUs		Performance- Based RSUs

Marc Eisenberg		127,551		127,551

Constantine Milcos		38,265		38,265

Christian Le Brun		25,510		25,510

Craig Malone		25,510		25,510

John Stolte		22,321		22,321

On February 16, 2021, our Compensation Committee determined that certain performance-based RSU awards granted to the Named Executive Officers with respect to the 2020 fiscal year would vest based on achievement of the applicable target levels described below under “2020 Financial Performance Targets and Results for RSUs”, effective upon completion of the 2020 fiscal year financial audit confirming the 2020 performance target results presented to the Compensation Committee (which occurred on February 26, 2021) and the remainder would lapse unvested, as set forth below:

2020 Financial Performance Targets and Results for RSUs


Performance targets	Threshold Target (approx.)		Target		Maximum Target (approx.)		Actual Performance

Fiscal 2020 Adjusted EBITDA	$	60,000,000	$	70,000,000	$	76,000,000	Did not achieve threshold target

Service Revenues	$	148,000,000	$	160,000,000	$	172,000,000	Partially achieved approx. $156,700,000

Product Revenues	$	110,00,000	$	130,000,000	$	150,000,000	Did not achieve threshold target

Cash Generation	$	12,000,000	$	17,000,000	$	22,000,000	Achieved target approx. $21,600,000

Discretionary		Based on completion of certain key projects based on the Compensation Committee’s determination					Achieved


2020 Performance targets	Marc Eisenberg		Constantine Milcos		John Stolte		Christian Le Brun		Craig Malone

Fiscal 2020 Adjusted EBITDA		—		—		—		—		—

Service Revenues		14,349		4,305		2,511		2,870		2,870

Product Revenues		—		—		—		—		—

Cash Generation		28,699		8,610		5,022		5,740		5,740

Discretionary		19,133		5,739		3,349		3,826		3,826


		62,181		18,654		10,882		12,436		12,436

2021 Time-based and Performance-based RSU grants. On December 7, 2020, the Compensation Committee granted under the 2016 LTIP time-based RSUs and performance-based RSUs relating to 2021 financial performance targets that we believe are important to our long-term success. The time-based RSUs will vest on January 1, 2022 and the Compensation Committee believes that the vesting periods in connection with these time-based RSU awards are appropriate because they are intended to help retain employees, including executives, by rewarding them for continued service with us. Each of the fiscal 2021 performance target components and the percentages for each component with respect to Messrs. Eisenberg, Milcos, Stolte, Le Brun and Malone are the same as those for their 2021 annual cash bonuses described above under “— Annual Cash Bonus”.

The Compensation Committee, in consultation with management, linked 2021 target performance levels to these measures, as we believe that each of them is an important factor in our earnings and cash generation growth and for sustaining our business model. The Compensation Committee believes that the vesting periods in connection with these performance-based RSU awards are appropriate because they allow the Compensation Committee to formulate performance targets annually that are aligned with our dynamic business plans and external factors.

On December 7, 2020, the Compensation Committee granted the following awards of time-based RSUs and performance-based RSUs under the 2016 LTIP to the following Named Executive Officers of the Company as part of their 2021 compensation:


	Time-Based RSUs		Performance- Based RSUs

Marc Eisenberg		81,037		81,037

Constantine Milcos		24,311		24,311

Christian Le Brun		16,207		16,207

Craig Malone		16,207		16,207

John Stolte		14,181		14,182

MPU Grants. A market performance unit, or MPU is a long-term equity-based award denominated in dollars representing up to 45% of the grantee’s base salary, which vests based on achieving stock price targets over a specified three-year performance period. One-third of the MPUs will vest at the end of each one-year performance period if the Company meets the specified stock price target. The value of the MPUs that will be earned each year ranges from 7.5% to 15% of each of the Named Executive Officers’ base salary for the year in which the MPUs were granted depending on the Company’s stock price performance for that year above the specified minimum target price. Under the terms of the MPUs, the annual stock price is calculated by using the average daily closing price of the Company’s common stock for 20 trading days preceding December 31 of the relevant fiscal year. The payout amounts for the MPUs may be paid in cash, stock, or a combination of both as determined by the Compensation Committee. If paid in common stock, the payout amount will be calculated based upon the fair market value of the Company’s common stock on the trading day immediately preceding the payout date. Payment whether paid in cash, common stock, or a combination of both must be paid by March 15th of the calendar year immediately following the year in which each performance period ends. If the stock price at the end of each annual year is below the minimum stock price, the payout amounts will be zero. If the stock price meets the minimum stock price for each year, the payout amount will be equal to 7.5% of the grantee’s base salary for the year in which the MPUs were granted. If the stock price falls between the minimum and target stock price for each year, the payout amounts will be interpolated on a straight-line basis between the minimum and target stock prices.

MPUs 2018-2020 Performance Cycle. On December 12, 2017, the Compensation Committee granted MPUs to Messrs. Eisenberg, Stolte, Le Brun and Malone for the three-year performance period which ends on December 31, 2020 (the “2018-2020 MPUs”). On January 1, 2019, the first third of the 2018-2020 MPUs vested based on the stock price performance for 2018 exceeding the minimum threshold target price of $8.50 per share but not exceeding the specified target price of $10.50 per share. The payout amounts for each of Messrs. Eisenberg, Stolte, Le Brun and Malone was 8% and for Mr. Ford was 2% of their respective 2018 base salaries ($40,309, $22,170, $21,360, $20,559, and $5,819, respectively) and were paid in 4,880 shares, 2,684 shares, 2,586 shares, 2,489 shares and 704 shares of common stock, respectively, based on the closing price of our common stock on December 31, 2018 of $8.26 per share. On January 1, 2020, the second third of the 2018-2020 MPUs lapsed unvested based on the stock performance for the 2019 performance period not meeting the

threshold level of $9.50 per share, and therefore no payment was made. On January 1, 2021, the final third of the 2018-2020 MPUs lapsed unvested based on the stock performance for the 2020 performance period not meeting the threshold level of $10.50 per share, and therefore no payment was made.

MPUs 2019-2021 Performance Cycle. On December 11, 2018, the Compensation Committee granted MPUs to Messrs. Eisenberg, Stolte, Le Brun and Malone for the three-year performance period which ends on December 31, 2021 (the “2019-2021 MPUs”). On July 16, 2019, the Compensation Committee granted Mr. Milcos 2019-2021 MPUs, except that for the portion relating to the 2019 performance period, Mr. Milcos’s payout would be based on 11.25% of his 2019 annual base salary, reflecting a proration for the period beginning April 1, 2019, the date he was appointed interim Chief Financial Officer. On January 1, 2020, the first third of the 2019-2021 MPUs lapsed unvested based on the stock performance for the 2019 performance period not meeting the threshold level of $8.00 per share, and therefore no payment was made. On January 1, 2021, the second third of the 2019-2021 MPUs lapsed unvested based on the stock performance for the 2020 performance period not meeting the threshold level of $9.00 per share, and therefore no payment was made.

MPUs 2020-2022 Performance Cycle. On December 10, 2019, the Compensation Committee granted MPUs to Messrs. Eisenberg, Milcos, Stolte, Le Brun and Malone for the three-year performance period which ends on December 31, 2022 (the “2020-2022 MPUs”). On January 1, 2021, the first third of the 2020-2022 MPUs vested based on the stock price performance for 2020 exceeding the specified target price of $6.00 per share. The payout amounts for Messrs. Eisenberg, Milcos, Stolte, Le Brun and Malone were 15% of their respective 2020 base salaries ($78,750, $42,000, $41,250, $39,750, and $42,000, respectively) and were paid in 10,613 shares, 5,660 shares, 5,559 shares, 5,357 shares and 5,660 shares of common stock, respectively, based on the closing price of our common stock on December 31, 2020 of $7.42 per share.

MPUs 2021-2023 Performance Cycle. On December 7, 2020, the Compensation Committee granted MPUs to Messrs. Eisenberg, Milcos, Stolte, Le Brun and Malone for the three-year performance period which ends on December 31, 2023.

Health and Welfare Benefits

Our Named Executive Officers participate in a variety of retirement, health and welfare, and vacation benefits designed to enable us to attract and retain our workforce in a competitive marketplace. Health and welfare and vacation benefits help ensure that we have a productive and focused workforce through reliable and competitive health and other benefits. Generally, these programs are the same offered to all employees.

Perquisites

Our Named Executive Officers are provided a limited number of perquisites whose primary purpose is to minimize distractions from the executives’ attention to the Company’s business.

The principal perquisites offered to our Named Executive Officers are car allowances and life insurance premiums. Please see the Summary Compensation Table and accompanying narrative disclosures set forth in this proxy statement for more information on perquisites and other personal benefits we provide to our Named Executive Officers.

401(k) Plan

We maintain a 401(k) retirement plan intended to qualify under Sections 401(a) and 401(k) of the Internal Revenue Code of 1986, as amended (the “Code”). The plan is a defined contribution plan that covers all our employees who have been employed for three months or longer, beginning on the date of employment. Employees may contribute up to 15% of their eligible compensation (subject to certain limits) as pretax, salary deferral contributions. In addition, the plan contains a discretionary contribution component pursuant to which we may make an additional annual contribution. Contributions made by us vest over a five-year period from the employee’s date of employment. We match the amount contributed by each employee up to 3% of the employee’s salary.

Employee Stock Purchase Plan

We maintain the ORBCOMM Inc. Employee Stock Purchase Plan (“ESPP”) for certain eligible employees (including all of our Named Executive Officers), as approved by our stockholders on April 20, 2016. Our ESPP provides eligible employees with the opportunity to acquire our common stock through periodic payroll deductions, at up to 15% discount for each share of common stock, subject to certain conditions and limitations. No matching company contributions are made to our ESPP. Our ESPP is structured in the U.S. as a qualified employee stock purchase plan under Code Section 423. In order to qualify for favorable U.S. federal income tax treatment, the required holding period for stock purchased our ESPP is the later of either: (i) two years after the purchase right is granted or (ii) one year after the purchase right is exercised and the common stock is purchased. No purchase rights may be granted unless such grant is compliant with relevant federal law and our insider trading policy.

Severance and Change of Control Benefits

Severance and change of control benefits are designed to facilitate our ability to attract and retain executives as we compete for talented employees in a marketplace where such protections are commonly offered. The severance and change of control benefits included in the Named Executive Officers’ employment agreements are designed to encourage employees to remain focused on our business in the event of rumored or actual fundamental corporate changes. Mr. Ford did not have an employment agreement.

Severance Benefits. Our employment agreements with the Named Executive Officers provide that upon an involuntary termination of employment will pay to the terminated Named Executive Officer cash severance and other benefits in an amount consistent with competitive practice. These benefits include continued base salary payments for a period of one year for our Named Executive Officers with employment agreements, the target amount of the cash bonus for the fiscal year in which the termination occurs and health insurance coverage (for a one-year period). Severance benefits are intended to ease the financial consequences to a Named Executive Officer due to an unplanned termination of employment. We benefit by requiring a general release from a separated Named Executive Officer. In addition, we have included post-termination non-compete and non-solicitation covenants in certain individual employment agreements.

Change of Control Benefits. Our employment agreements with the Named Executive Officers provide for change of control benefits in the event of a change of control followed by a termination of employment of two times the sum of annual base salary and the target amount of the cash bonus for the fiscal year in which the termination occurs for our Chief Executive Officer, and one and a half times the sum of annual base salary and the target amount of the cash bonus for the other Named Executive Officers with employment agreements, payable in each case within 60 days of the termination, and health insurance coverage for an 18 month period. Under the employment arrangements with our Named Executive Officers, the change of control benefits generally require a change of control, followed by a termination of or change in an executive’s employment within a two-year period, a so-called “double” trigger mechanism.

Under the 2016 LTIP, unless otherwise provided in the award agreement, (i) unvested awards that are assumed or otherwise replaced in the change of control transaction with an award that is substantially comparable will include a “double” trigger vesting, requiring a termination of employment without cause or for good reason within two years after a change of control and (ii) unvested awards that are not assumed or replaced with substantially comparable awards will have a “single” trigger vesting, which will fully vest the award upon the change of control. Any awards subject to performance goals will be vested as if the performance goal had been achieved at target (regardless of actual performance) and prorated to reflect the portion of the performance period elapsed as of the vesting date. A change of control is defined under the 2016 LTIP as an event that would be considered a “change of control” under Section 409A of the Code and no longer includes the minimum price threshold that applies under the 2006 LTIP. The award agreements for equity awards made under the 2016 LTIP prior to December 1, 2018 include “single” trigger vesting provisions. For grants made on or after December 1, 2018, the award agreements for RSU and SAR awards made under the 2016 LTIP include “double” trigger vesting provisions.

Clawback Policy

The Company has adopted an Executive Incentive Compensation Recoupment Policy, or clawback policy, applicable to incentive compensation (i.e., cash bonus or equity based awards based on achievement of a

performance metric) that are subsequently the subject of certain material restatements of financial statements, and incentive compensation based on materially inaccurate financial or performance measurements. The clawback policy is applicable to all executive officers subject to Section 16 of the Exchange Act, including the Named Executive Officers. The clawback policy extends to incentive compensation awarded within three completed fiscal years immediately preceding the date on which a material restatement is required or within three completed fiscal years immediately preceding the date on which the Compensation Committee determines that incentive compensation based on materially inaccurate financial or performance measurements has been awarded or paid. Employees covered under the clawback policy shall also be subject to any additional “clawback” or recoupment requirements required by applicable law, including the Dodd-Frank Wall Street Reform and Consumer Protection Act and Section 304 of the Sarbanes-Oxley Act.

Tax and Accounting Implications

One of the factors that the Compensation Committee considers when determining executive compensation is anticipated tax treatment to the Company and to the Named Executive Officers of the various payments and benefits, including under Sections 162(m) and 409A of the Code.

Deductibility of Executive Compensation

Section 162(m) of the Code (“Section 162(m)”) generally limits our tax deductions relating to the compensation paid to certain Named Executive Officers. Limited exceptions to Section 162(m) apply with respect to “qualified performance-based compensation,” as defined in Section 162(m), as well as certain other items of compensation, in each case, that qualify for transition relief applicable to certain arrangements in place as of November 2, 2017. While the Compensation Committee generally considers this limit when determining compensation, the Compensation Committee reserves the right to use its business judgment to authorize compensation payments that may exceed the limitation on deductibility under Section 162(m) when the Compensation Committee believes that such payments are appropriate and when such actions are consistent with our best interests and the best interests of our stockholders. Furthermore, interpretations of and changes in the tax laws, and other factors beyond the Compensation Committee’s control, may also affect the deductibility of compensation.

Certain Awards Deferring or Accelerating the Receipt of Compensation

Section 409A of the Code, imposes requirements applicable to “nonqualified deferred compensation plans”. If a nonqualified deferred compensation plan subject to Section 409A fails to meet, or is not operated in accordance with, these new requirements, then all compensation deferred under the plan may become immediately taxable. We intended that awards granted under the 2006 LTIP comply with the requirements of Section 409A and intend to administer and interpret the 2006 LTIP in such a manner. Similarly, we intend that awards granted under the 2016 LTIP will comply with the requirements of Section 409A and intend to administer and interpret the 2016 LTIP in such a manner.

Role of Executives and Others in Establishing Compensation

During 2020 our Chief Executive Officer, Mr. Eisenberg, reviewed the performance of the Named Executive Officers (other than his own, which was reviewed by the Compensation Committee), and met on a case-by-case basis with each of the other Named Executive Officers to discuss proposed annual base salary and annual award amounts, which were then presented to the Compensation Committee for approval. The Compensation Committee can exercise discretion in modifying any recommended salary adjustments or awards to executives. Mr. Eisenberg in his capacity as Chief Executive Officer, attended meetings of the Compensation Committee in 2020.

Hedging, Pledging and Short-Selling Policies

As part of its insider trading policy, the Company has adopted policies applicable to, among others, the Named Executive Officers that prohibit: (i) trading in derivative securities of the Company, unless specifically approved in advance in writing by the Company; (ii) engaging in hedging transactions involving the Company’s

securities, including through the use of financial instruments such as forward sales contracts, equity swaps, collars and certain exchange funds designed to hedge or offset any decrease in the market value of the Company’s securities; (iii) any short selling of the Company’s securities; and (iv) holding the Company’s securities in margin accounts or otherwise pledging the Company’s securities, except for pledges specifically approved in advance in writing by the Company. There are currently no outstanding pledges of our stock by any of our Named Executive Officers.

COMPENSATION COMMITTEE REPORT

The Compensation Committee of the Company has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and based on such review and discussion, the Compensation Committee recommended to the board of directors that the Compensation Discussion and Analysis be included in this proxy statement and the Annual Report on Form 10-K for the year ended December 31, 2020.

Compensation Committee

Timothy Kelleher, Chairman

Denise Gibson

John Major

COMPENSATION OF EXECUTIVE OFFICERS

Summary Compensation Table


Name and Principal Position	Year		Salary $		Bonus $ (1)		Stock Awards $ (2)		Option Awards $ (3)		Non-Equity Incentive Plan Compensation $ (4)		All other Compensation $ (5)		Total $

Marc Eisenberg		2020	$	525,000	$	78,750	$	1,083,997	$	—	$	505,910	$	25,398	$	2,219,055
Chief Executive Officer		2019		525,000		78,750		1,063,000		—		180,469		25,248		1,872,467
		2018		510,417		78,750		1,556,748		—		416,719		24,965		2,587,599

Constantine Milcos		2020		280,000		31,500		344,798		—		202,343		9,697		868,338
Executive Vice President and Chief Financial		2019		272,847		23,625		333,598		—		54,149		9,088		693,307
Officer		2018		239,397		165,000		241,201		—		—		7,929		653,527

John J. Stolte, Jr.		2020		275,000		20,625		219,000		—		117,682		10,047		642,354
Executive Vice		2019		275,000		20,625		207,997		—		47,266		10,047		560,935
President-Technology		2018		275,000		20,625		264,050		—		109,141		9,935		678,750
and Operations

Christian G. Le Brun		2020		265,000		27,825		242,394		—		158,763		8,357		702,339
Executive Vice President, Chief Legal		2019		265,000		27,825		231,798		—		63,766		8,269		596,658
and Human Resources Officer		2018		265,000		28,011		335,346		—		147,012		8,021		783,390

Craig Malone		2020		280,000		25,620		244,001		—		146,214		9,697		705,532
Executive Vice President		2019		280,000		25,620		233,002		—		58,723		9,430		606,776
Product Development (6)		2018		277,083		25,508		336,846		—		135,699		9,104		784,240

(1)	The amounts set forth in the “Bonus” column represents cash amounts of the discretionary portions of the 2020, 2019 and 2018 performance-based annual incentive awards which were paid following the Compensation Committee’s determination of the final amounts earned by the Named Executive Officers.

(2)

The amounts set forth in the “Stock Awards” column for 2020, 2019 and 2018 represent the aggregate grant date fair values of time-based and performance-based RSU awards and MPU awards to the Named Executive Officers, computed in accordance with FASB ASC Topic 718, Compensation — Stock Compensation. For performance-based RSU awards and MPU awards such amounts are based on the probable outcome of the performance conditions as of the grant date. For the MPUs such amounts are based on the vesting of 100% of the MPUs awarded based on achieving the target stock price level. For a discussion of the assumptions used to calculate the grant date fair value of an RSU award and an MPU award shown in the “Stock Awards” column, see Note 4 in our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2020. See “Compensation Discussion and Analysis — Elements of Compensation — Long-Term Equity-Based Incentives” for a further discussion regarding RSU and MPU awards granted in 2019 with respect to the 2020 fiscal year and the Outstanding Equity Awards at 2020 Fiscal Year-End Table for a further discussion regarding outstanding RSU and MPU awards. The amounts shown may not correspond to the actual value that may be realized by the Named Executive Officers.

(3)

The amounts set forth in the “Options Awards” column represent the aggregate grant date fair values of time-based SAR awards to Mr. Eisenberg computed in accordance with FASB ASC Topic 718, Compensation — Stock Compensation. For a discussion of the assumptions used to calculate the grant date fair value of the SAR awards shown in the “Options Awards” column, see Note 4 in our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2020. See the Outstanding Equity Awards at 2020 Fiscal Year-End Table for a further discussion regarding outstanding SAR awards.

(4)

The amounts set forth in the “Non-Equity Incentive Plan Compensation” column represent the annual incentive bonus amounts with respect to the non-discretionary portions of the 2020, 2019 and 2018 performance-based annual incentive awards paid to the Named Executive Officers following the Compensation Committee’s determination that the specified performance measures had been satisfied.

See “Compensation Discussion and Analysis — Elements of Compensation — Annual Cash Bonus” and the Grants of Plan Based Awards table for a further discussion regarding the 2020 annual incentive payments.

(5)	The amounts set forth in the “All Other Compensation” column are comprised of the following for each Named Executive Officer:

Marc Eisenberg: