UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

Filed by the Registrant  ☒                            Filed by a party other than the Registrant  ☐

Check the appropriate box:

Intelsat S.A.

(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):

Intelsat S.A.

société anonyme

4, rue Albert Borschette

L-1246 Grand-Duchy of Luxembourg

RCS Luxembourg B162.135

April 28, 2020

Dear Shareholder:

You are cordially convened to the 2020 annual general meeting of shareholders (the “ Annual Meeting ”) of Intelsat S.A. (the “ Company ”), to be held at 4:00 p.m. (CET) on June 17, 2020. Information concerning the matters to be considered and voted upon at the Annual Meeting is set out in the attached Convening Notice and Proxy Statement.

Due to the current COVID-19 situation, and as permitted by and in accordance with the Luxembourg Grand Ducal Regulation of March 20, 2020 on the introduction of measures relating to the holding of meetings of companies and other legal entities, the Company has decided that shareholders may only express their votes by granting a proxy to a proxyholder appointed by the Company, with a view to ensuring the safety of everyone.

The Board of Directors has fixed the close of business on April 17, 2020 as the record date for the Annual Meeting, and only holders of record of shares at such time will be entitled to notice of the Annual Meeting or any adjournment or postponement thereof. Holders of record of our common shares will be entitled to vote by proxy only at the Annual Meeting or any adjournment or postponement thereof. Shareholders will not be permitted to attend the Annual Meeting in person.

It is important that your shares be represented at the Annual Meeting, regardless of the number of shares you hold. Accordingly, please authorize a proxy to vote your shares as soon as possible in accordance with the instructions you received.

Please note that powers of attorney or proxy cards must be received by the Company or the tabulation agent (Broadridge), no later than 5:00 p.m. (CET) on June 15, 2020 in order for such votes to be taken into account.

Thank you for your continued support.

This Proxy Statement is first being made available to the shareholders of the Company on or about April 28, 2020.

Intelsat S.A.

société anonyme

4, rue Albert Borschette

L-1246 Luxembourg

RCS Luxembourg B162.135

Convening Notice to the

Annual General Meeting of Shareholders

to be held on June 17, 2020 at 4:00 p.m. (CET)

in accordance with the Grand Ducal Regulation of March 20, 2020 on the introduction of measures relating to the holding of meetings of companies and other legal entities

Dear Shareholders,

The Board of Directors (the “ Board ”) of Intelsat S.A. (the “ Company ”) is pleased to convene you to the Annual General Meeting of Shareholders (the “ Annual Meeting ”) of the Company, to be held on June 17, 2020 at 4:00 p.m. (CET), with the following agenda:

Agenda of the Annual Meeting

Acquisitions may be made in any manner, including, without limitation, by tender or other offers, buy-back programs, over the stock exchange, in privately negotiated transactions or in any other manner as determined by the Board (including derivative transactions or transactions having the same or similar economic effect as an acquisition and by redemption for Communications Law Limitation reasons (as defined in the amended and restated articles of incorporation of the Company)).

In the case of acquisitions for value:

(i) in the case of acquisitions other than in the circumstances set forth under (ii) below, for a net purchase price being (x) no less than 50% of the lowest share price of the relevant class/series of shares, and (y) no more than 50% above the highest share price of the relevant class/series of shares, in each case being the closing price of the relevant class/series of shares, as reported by the New York City edition of the Wall Street Journal , or, if not reported therein, any other authoritative source to be selected by the Board (hereafter, the closing price), over the ten (10) trading days preceding the date of the purchase (or, as the case may be, the date of the commitment to the transaction or the date of the redemption notice in case of a redemption for Communications Law Limitation reasons);

(ii) in the case of a tender offer (or if deemed appropriate by the Board, a buy-back program),

a. in the case of a formal offer being published, for a set net purchase price or a purchase price range, each time within the following parameters: (x) no less than 50% of the lowest share price of the relevant class/series of shares, and (y) no more than 50% above the highest share price of the relevant class/series of shares, in each case being the closing price over the ten (10) trading days preceding the offer publication date, provided , however , that if the stock exchange price of the relevant class/series of shares during the offer period fluctuates by more than 10%, the Board may adjust the offer price or range to such fluctuations; and

b. in the case of a public solicitation of offers, a price range may be set (and revised by the Board as deemed appropriate), provided , that acquisitions may be made at a price that is (x) no less than 50% of the lowest share price of the relevant class/series of shares, and (y) no more than 50% above the highest share price of the relevant class/series of shares, in each case being the closing price over a period determined by the Board, provided , that such period may not start more than five (5) trading days before the relevant sell offer start date and may not end after the last day of the relevant sell offer period;

The Annual Meeting will validly deliberate on its agenda without any quorum requirement. The resolutions concerning items nos. 1 through 10 on the agenda will be adopted by a simple majority of the votes validly cast. The resolutions concerning item no. 11 on the agenda will be adopted by a plurality of the votes validly cast.

Any shareholder who holds one or more common shares(s) of the Company on April 17, 2020 (the “ Record Date ”) may vote at the Annual Meeting. Due to the current COVID-19 situation, and as permitted by and in accordance with the Luxembourg Grand Ducal Regulation of March 20, 2020 on the introduction of measures relating to the holding of meetings of companies and other legal entities, shareholders may only express their votes by granting a proxy to a proxyholder appointed by the Company.

Please consult the Company’s website as to the procedures for being represented at the Annual Meeting by way of proxy. Copies of the statutory stand-alone and consolidated financial statements of the Company for the accounting year ended on December 31, 2019, together with the Auditor Reports and the Management Report, are available at both www.intelsat.com and www.proxyvote.com . Please note that powers of attorney or proxy cards must be received by the Company or the tabulation agent (Broadridge) no later than 5:00 p.m. (CET) on June 15, 2020 in order for such votes to be taken into account.

Sincerely,

The Board of Directors

Table of Contents

Summary of Proposals to be Voted On

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CORPORATE GOVERNANCE

General

Our Board is committed to strong corporate governance practices and remains dedicated to building long-term value and ensuring the vitality of the Company. To achieve these goals, the Board and its committees meet throughout the year to engage in meaningful discussions with management to ensure that the Board is informed regarding the Company’s activities, operating plans and strategic initiatives.

To promote full compliance with all applicable governance standards and remain aligned with best practices, the Board has adopted Corporate Governance Guidelines, which it reviews and amends as necessary. We also continuously review guidance and interpretations provided by the U.S. Securities and Exchange Commission (“ SEC ”) and the New York Stock Exchange (“ NYSE ”).

Since its initial public offering in April of 2013 through the end of 2019, the Company met the requirements of a “foreign private issuer” under the NYSE standards for listed companies. Based upon the change in the equity ownership of the Company as of June 30, 2019, the Company has changed the governance structure to meet all appropriate governance standards effective as of January 1, 2020.

You can access the charters for each of our current committees, our Corporate Governance Guidelines, our Code of Business Conduct and Ethics for Directors, Officers and Employees and our Code of Ethics for Senior Financial Officers, in the “Investors – Corporate Governance” section of our website, www.intelsat.com. You may also request such documents to be mailed to you by writing to Intelsat S.A., 4, rue Albert Borschette, L-1246 Luxembourg, Attn: Investor Relations.

Board of Directors

Our Board is committed to highly effective corporate governance that ensures that the Company delivers on its strategic objectives.

Please see below for a brief biography of each of our Directors.

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David McGlade  became the Chairman of the board of directors of Intelsat S.A. in April of 2015, and prior to that served as Deputy Chairman of the Company and its predecessor from August 2008 to April 2015. In addition, Mr. McGlade served as the Chief Executive Officer of Intelsat S.A. and its predecessor from April 2005 to March 2015. Before joining Intelsat, Mr. McGlade was the Chief Executive Officer of O2 UK, the largest subsidiary of O2 plc and a leading U.K. cellular telephone company, a position he took in October 2000. He was also an Executive Director of O2 plc. During his tenure at O2 UK and O2 plc, Mr. McGlade was a director of the GSM Association, a trade association for GSM mobile operators, and served as Chairman of its Finance Committee from February 2004 to February 2005. He was also a director of Tesco Mobile from September 2003 to March 2005 and a director of The Link, a distributor of mobile phones and other high technology consumer merchandise, from December 2000 to May 2004. Mr. McGlade is currently a director of Skyworks Solutions, Inc., an innovator of high-performance analog semiconductors. Mr. McGlade holds a Bachelor of Arts degree from Rutgers University. Mr. McGlade’s business address is 4, rue Albert Borschette, L-1246 Luxembourg.

Justin  Bateman  is a Partner of BC Partners based in its New York office, the investment arm of which he co-established in early 2008. He initially joined BC Partners’ London office in 2000 from PricewaterhouseCoopers, where he spent three years in Transaction Services working on projects for both financial investors and corporate clients. In 2002/2003 he left BC Partners to complete his MBA at INSEAD before rejoining its London office. Mr. Bateman serves on the board of Cyxtera Technologies, Inc. and Zest Dental Holdings Inc. He has previously served on the boards of Office Depot, Inc., MultiPlan, Inc., Suddenlink Communications and Teneo Global LLC. He has a degree in economics from the University of Cambridge in the UK. Mr. Bateman’s business address is 4, rue Albert Borschette, L-1246 Luxembourg.

Robert Callahan  is the Chairman of Longueview Advisory, a media, internet and technology advisory firm. Prior to joining Longueview, he served as a special advisor with General Atlantic, Inc., a leading global growth equity firm, where he worked on internet, technology and resource investments, such as the Alibaba Group and Network Solutions, Inc., where he served as Chairman. He previously held the position of Chairman and Chief Executive Officer of Ziff Davis Media, Inc. Mr. Callahan also spent 20 years at the Walt Disney Company/ABC/Capital Cities, where he held numerous positions, including President of ABC Inc. Mr. Callahan holds a Bachelor of Science degree in Journalism from the University of Kansas. Mr. Callahan’s business address is 4, rue Albert Borschette, L-1246 Luxembourg.

John  Diercksen  serves as a Senior Advisor at LionTree Investment Advisors, addressing financial, operational and management services with client business development. From December 2015 to June 2017, Mr. Diercksen served as the Chief Executive Officer of Beachfront Wireless. Previously, Mr. Diercksen retired from Verizon Communications as the executive vice president for strategy, development and planning in September 2013, with responsibility for key strategic initiatives related to the review and assessment of potential mergers, acquisitions and divestitures. Earlier in his career, Mr. Diercksen held a number of senior financial and leadership positions at Verizon, Bell Atlantic, and NYNEX, among other companies. Mr. Diercksen also serves on the boards of Cyxtera Technologies, Inc. and Banco Popular, Inc. and previously served on the board of Harman International Industries. Mr. Diercksen holds an MBA from Pace University and a Bachelor of Business Administration in finance from Iona College. Mr. Diercksen also qualifies as an audit committee financial expert. Mr. Diercksen’s business address is 4, rue Albert Borschette, L-1246 Luxembourg.

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Edward Kangas serves as the Chairman of the board of directors of Deutsche Bank USA Corp., the U.S. holding company of Deutsche Bank AG. Mr. Kangas also serves as a board member of Hovnanian Enterprises, a national homebuilder, and Vivus Pharmaceuticals. He previously served as the Chairman and lead director of United Technologies, and Chairman and lead director of Tenet Healthcare. He also formerly served as a director of Intuit, Inc. and Electronic Data Systems Corp. Mr. Kangas previously served as Global Chairman and Chief Executive Officer of Deloitte, Touche, Tohmatsu from 1989 to 2000. He also served as the managing partner of Deloitte & Touche (USA) from 1989 to 1994. Mr. Kangas holds a bachelor’s degree in business and an MBA from the University of Kansas, and is a Certified Public Accountant. Mr. Kangas also qualifies as an audit committee financial expert. Mr. Kangas’ business address is 4, rue Albert Borschette, L-1246 Luxembourg.

Ellen Pawlikowski retired as Commander, U.S. Air Force Materiel Command, Wright-Patterson Air Force Base, Ohio, on September 1, 2018. Her 40-year career in the U.S. Air Force spanned a wide variety of technical management, leadership and staff positions, including command at the wing and center levels. Prior to her most recent command, Gen. Pawlikowski served as the Military Deputy, Office of the Assistant Secretary of the Air Force for Acquisition, based in the Pentagon. She is currently an independent consultant and serves on the board of directors of the Raytheon Company, the employee-owned corporation, Applied Research Associates, and the non-profit board of SRI International. Gen. Pawlikowski also serves as the Judge Widney Professor of Systems Architecting and Engineering at the University of Southern California. She holds a Ph.D. in Chemical Engineering from the University of California, Berkeley. Gen. Pawlikowski’s business address is 4, rue Albert Borschette, L-1246 Luxembourg.

Stephen Spengler  became the Chief Executive Officer of Intelsat S.A. on April 1, 2015. Prior to April 2015, Mr. Spengler served as Deputy Chief Executive Officer of Intelsat S.A. from December 2014, and prior to that he served as President and Chief Commercial Officer of Intelsat US LLC (f/k/a Intelsat Corporation) from March 2013 to December 2014. Mr. Spengler also served as Executive Vice President, Sales, Marketing and Strategy of Intelsat US LLC from February 2008 to March 2013. Before joining Intelsat in 2003, Mr. Spengler held various positions in the telecommunications industry, including Senior Vice President of Global Sales, Broadband Access Networks at Cirronet, Inc., Vice President of Sales and Marketing at ViaSat Satellite Networks, Regional Sales Director for Satellite Networks in Europe, the Middle East and Africa for Scientific-Atlanta Europe based in London, and sales and marketing positions at GTE Spacenet and GTE Corporation. Mr. Spengler received his Bachelor of Arts degree from Dickinson College in Carlisle, Pennsylvania, and his Master of Business Administration from Boston University in Massachusetts. Mr. Spengler’s business address is 4, rue Albert Borschette, L-1246 Luxembourg.

Raymond Svider  is the Chairman and a Partner of BC Partners. He joined BC Partners in 1992 in Paris before moving to London in 2000 to lead its investments in the technology and telecommunications industries. Mr. Svider has participated and led investments in a number of sectors including technology, media and telecommunications, healthcare, industrials, business services, consumer and retail. He is currently Executive Chairman of PetSmart, Inc., Chairman of the Board of Chewy, Inc., Chairman of the Board of Accudyne Industries, Chairman of the Advisory Board of The Aenova Group and also serves on the boards of Navex Global, GFL Environmental, GardaWorld Corporation and Presidio, Inc. Mr. Svider previously served as a Director of Teneo Global LLC, Office Depot Inc., MultiPlan, Inc., Unitymedia, Neuf Cegetel, Polyconcept, Neopost, Nutreco, UTL and Chantemur. Prior to joining BC Partners, Mr. Svider worked in investment banking at Wasserstein Perella in New York and Paris, and at the Boston Consulting Group in Chicago. Mr. Svider holds a Master of Business Administration from the University of Chicago and a Master of Science in Engineering from both École Polytechnique and École Nationale Superieure des Telecommunications in France. Mr. Svider’s business address is 4, rue Albert Borschette, L-1246 Luxembourg.

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BOARD LEADERSHIP STRUCTURE

Our articles of incorporation provide that our Board shall consist of not less than three directors and not more than twenty directors. Under Luxembourg law, Directors are appointed by the general meeting of shareholders for a period not exceeding six years or until a successor has been elected. Our Board is divided into three classes. Pursuant to our articles of incorporation, our Directors are appointed by the general meeting of shareholders, with each Director serving until the third annual general meeting of shareholders following election. Upon the expiration of the term of a class of Directors, Directors in that class will be elected for three-year terms at the annual general meeting of shareholders in the year in which their term expires. The three classes of directors are set forth in the table below.

The Board is led by David McGlade as Chairman. Mr. McGlade has served as Chairman since April 2013, assuming the role of Executive Chairman of the Board in April 2015, and Non-Executive Chairman in April 2018. Edward Kangas is our Lead Independent Director, a role created in January 2020.

Consistent with our Corporate Governance Guidelines, the Lead Independent Director performs the following duties to co-manage the Board effectively while providing independent oversight:

SELECTION / NOMINATION OF DIRECTORS

We are committed to ensuring that our Board is made up of Directors who bring a wealth of leadership experience, knowledge and skills that benefit our Company. The Nominating and Governance Committee periodically reviews the size of the Board, and reviews the Board composition and the members of the Board as a whole on an annual basis, recommending, if necessary, measures to be taken so that the Board reflects the appropriate balance of knowledge, skills, expertise and diversity required for the Board as a whole.

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As described in our Corporate Governance Guidelines, the Nominating and Governance Committee may apply several criteria in selecting Board nominees. The committee considers:

Additional factors the committee may consider include:

The Nominating and Governance Committee submits its recommendations to the Board. As a shareholder, you may recommend to the Nominating and Governance Committee individuals for consideration as potential Director candidates. To do so, you must comply with the rules and procedures set forth in article 11.4 of the Company’s articles of incorporation and satisfy the requirements of Rule 14a-4 promulgated under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), as further described in “ Additional Information—Proposals of Shareholders—Director Nominations and Shareholder Proposals Not Intended for Inclusion in the Company’s Proxy Materials. ”

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CURRENT DIRECTOR EXPERIENCE

The chart below reflects the broad and valuable experience on our current Board which ensures diversity of thought in our boardroom.

GOVERNANCE AGREEMENT

Pursuant to a Governance Agreement the Company entered into with Serafina S.A. (the “ BC Shareholder ”), the BC Shareholder has the right to nominate (i) two directors for election to our Board as long as the BC Shareholder owns at least 25% of our outstanding common shares; and (ii) one director for election to our Board as long as the BC Shareholder owns at least 5% but less than 25% of our outstanding common shares, in each case calculated on a fully diluted basis, after giving effect to convertible, exchangeable or exercisable rights or securities held by the BC Shareholder. As reflected in the Beneficial Ownership Table, the BC Shareholder currently holds approximately 34% of our outstanding common shares.

In the event that the BC Shareholder’s nomination rights are decreased as described above, the BC Shareholder will agree to cause its respective director or directors to resign from our Board as appropriate to reflect the decrease, and, subject to the rights described above, the majority of the remaining directors on our Board appointed by a general meeting of shareholders of the Company may fill such vacancy.

We have agreed to include the director nominees proposed by the BC Shareholder on each slate of nominees for election to our Board, to recommend the election of those nominees to our shareholders and to use reasonable best efforts to have them elected to our Board. Mr. Bateman and Mr. Svider are the two representatives of the BC Shareholder currently on the Board.

The Governance Agreement will terminate upon the earlier of (i) April 23, 2023 and (ii) the day on which the BC Shareholder is no longer entitled to nominate a director.

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EXECUTIVE SUCCESSION PLANNING

The Board, led by the Compensation Committee, is responsible for planning for succession to the position of Chief Executive Officer, as well as certain other senior management positions, to effectively promote the Company’s long-term strategic objectives. In addition, the Board, led by the Compensation Committee, ensures that a satisfactory system is in effect for education, development and orderly succession of senior and mid-level managers throughout the Company. To assist the Board, the Chief Executive Officer periodically provides the Board with an assessment of persons considered potential successors to certain senior management positions and annually provides the Board with an assessment of other senior executives and their potential to succeed the Chief Executive Officer position.

DEPARTURE AND ELECTION OF DIRECTORS

On September 11, 2019, Ms. Ellen Pawlikowski and Ms. Jacqueline Reses were elected to the Board at a general meeting of the Company’s shareholders.

On April 3, 2020, Ms. Jacqueline Reses resigned from the Board with immediate effect. Ms. Reses’s resignation was related to her duties and responsibilities as an executive at Square Inc. and was not due to any disagreement with the Company on any matter related to the Company’s operations, policies or practices. The Company thanks Ms. Reses for her service.

SHAREHOLDER OUTREACH

We believe that regular, transparent shareholder engagement is essential to the Company’s long-term success. In 2019, we continued our practice of engaging with shareholders to understand their perspectives on corporate governance, executive compensation, sustainability and other matters. We made presentations at financial and industry conferences, met with financial analysts and investment firms, held in-person meetings with shareholders and responded to inquiries from our shareholders. Through these discussions, we received valuable feedback.

BOARD MEETINGS

During fiscal year 2019, our Board held 4 regularly scheduled meetings and 5 additional meetings. With the exception of Mr. Svider, each current Director attended at least 75% of the aggregate number of meetings of our Board and of the committees on which he or she served. As set forth in our Corporate Governance Guidelines, Directors are expected to regularly attend meetings of the Board and the committees on which they serve. We encourage, but do not require, our Directors to attend each annual meeting of shareholders. With the exception of Mr. Svider, all Directors serving on our Board as of the date of the 2019 annual meeting of shareholders attended the 2019 annual meeting.

DIRECTOR ONBOARDING AND CONTINUING EDUCATION

To familiarize new Directors with Intelsat’s business, strategies and policies, and to assist new Directors in developing Company and industry knowledge to optimize their service on the Board, we conduct a robust orientation program for new Directors, conducted by senior members of management, which includes a presentation on our business and industry, each of our regional markets, our capital structure, Board and committee responsibilities, corporate responsibility, legal and risk management, corporate governance guidelines and policies and securities trading and reporting. Because we believe that our Directors should be continually educated regarding corporate governance processes and practices, each of our Directors is provided access to webinars, thought pieces and other training resources applicable to Directors.

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DIRECTOR INDEPENDENCE

The NYSE rules effectively create a two-step process for determining whether a Director qualifies as “independent.” First, a Director must satisfy the bright-line standards for independence established by the NYSE. Second, the Board must affirmatively determine that the Director has no material relationship with the Company, either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company.

As set forth in our Corporate Governance Guidelines, on an annual basis, the Board reviews the relationships that each Director has with the Company and, following such annual review, only those Directors whom the Board affirmatively determines have no material relationship with the Company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company) are considered independent Directors, subject to additional qualifications prescribed under the NYSE listing standards and applicable law. In the event that a Director becomes aware of any change in circumstances that may result in such Director no longer being considered independent under the NYSE listing standards or applicable law, the Director is required to promptly inform the Chairman of the Nominating and Governance Committee.

As of December 31, 2019, our Board consisted of nine directors, five of whom the Board determined are independent. In addition, the Board has determined that all members of the three standing committees are independent. The Board has determined that none of Messrs. Callahan, Diercksen and Kangas, or Mses. Pawlikowski or Reses has a material relationship with the Company, and each is “independent” under Section 303A.02 of the NYSE listing standards.

On April 3, 2020, the Company notified the NYSE that, following the resignation of independent director Jacqueline Reses from the Company’s Board effective April 3, 2020, the Company has only four independent directors serving on its eight-member Board, and accordingly no longer satisfies Section 303A.01 of the NYSE Listed Company Manual, which requires that the board of directors of a listed company be comprised of a majority of independent directors. In order to cure the deficiencies described in this paragraph, the Board is actively searching for a qualified independent director to replace Ms. Reses.

BOARD COMMITTEES

Our Board has three standing committees: Audit Committee, Compensation Committee, and Nominating and Governance Committee. Only independent Directors serve on the standing committees. The committee composition is determined based upon experience and qualifications and is reviewed annually by the Nominating and Governance Committee. The current committee assignments are set forth in the table below.

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Independent Director		Audit Committee		Compensation Committee		Nominating & Governance Committee
Robert Callahan
John Diercksen
Edward Kangas
Ellen Pawlikowski

Committee Chair             Committee Member

Messrs. Diercksen and Kangas each qualifies as an audit committee financial expert under SEC rules and has the accounting or related financial-management expertise required under NYSE rules. In addition, each member is “independent” under the additional independence requirements of Rule 10A-3 under the Exchange Act. No Audit Committee member serves on the audit committee of more than two other public companies. The Audit Committee’s meetings in 2019 were designed to facilitate and encourage communication among the members of the Audit Committee, management, our internal auditors and our independent registered public accounting firm, KPMG LLP. Prior to each earnings release, the Audit Committee met with management and our auditors to review the financial results.

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For more information on the Compensation Committee’s role and our processes and procedures for determining executive compensation, see “Compensation Discussion and Analysis.”

ANNUAL EVALUATION

To provide a mechanism for discussion of Board effectiveness and areas for improvement, our Board, with oversight by the Nominating and Governance Committee, conducts annual evaluations of its performance and that of each of its three standing committees. The Board recognizes that a robust and constructive evaluation process is essential to good governance and effectiveness.

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DIRECTOR COMPENSATION

The Company typically uses a combination of cash retainers and share-based awards to attract and retain qualified candidates to serve as Directors. The Compensation Committee, with the assistance of its independent compensation consultant, is responsible for reviewing and recommending for approval the compensation of the non-employee Directors. Periodically, at the request of the Compensation Committee, the compensation consultant provides market benchmark data relative to our Director compensation program. Our overarching philosophy for Director compensation is to target approximately the 50 ^th percentile of benchmark data.

Directors typically receive both cash and an annual grant of restricted share units (“ RSUs ”). Annual retainers are paid to non-employee Directors, other than representatives of BC Partners, for service on the Board and individual committees in the amounts set forth in the table below. Additional amounts are received for service as the Chairman of the Board and Lead Independent Director. Committee Chairmen receive a different amount for committee service that reflects the additional responsibility for acting as Chairmen. There are no separate fees paid for individual meeting attendance.

Retainer fees are paid on a quarterly basis. Generally, annual RSU grants are made in June of each year after the annual general meeting of shareholders, but no annual RSU grants will be made in June 2020, as further explained below. The grant is made based on the closing price of our common shares on the date prior to grant, with shares rounded to the nearest 100. The award has a one-year vesting period. Directors may also elect to have all or a portion of their cash retainer paid in the form of shares. The Director compensation program is applicable only to non-employee Directors. The Director compensation program does not apply to the two Director representatives from BC Partners elected pursuant to certain governance agreements.

Non-executive members of the Board are entitled to reimbursements for travel and other out-of-pocket expenses related to their Board service.

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Pursuant to our Governance Agreement with the BC Shareholder (see “Governance Agreement” ), we have agreed to reimburse Directors nominated by the BC Shareholder for travel and other expenses related to their Board and committee service.

Equity Grants Granted in 2019

In 2019, we granted a total of 37,600 RSUs to our outside Directors pursuant to the 2013 Equity Plan (see Equity Compensation Plans below). The RSUs granted to outside Directors are time-vesting RSUs that cliff vest on the first anniversary of the grant date.

Changes to Form of Compensation for 2020

Given the significant decrease in the value of the Company’s common shares, for 2020, the Compensation Committee replaced the equity portion of the Director compensation package with a cash retainer in an equivalent amount, and no RSU grants will be made in June of 2020. This change was made to ensure the Company maintained competitive levels of compensation for Directors during a challenging year. Competitive compensation was deemed necessary to retain and attract Directors to serve on the Company’s board.

Equity Compensation Plans

The Company adopted and maintains the Intelsat S.A. 2013 Equity Incentive Plan (the “ 2013 Equity Plan ”). Any of the employees, directors, officers, consultants or advisors (or prospective employees, directors, officers, consultants or advisors) of the Company or any of our subsidiaries or their respective affiliates, are eligible for awards under the 2013 Equity Plan. The Compensation Committee has the authority to determine who is granted an award under the 2013 Equity Plan.

The Compensation Committee may grant awards of non-qualified stock options, incentive (qualified) stock options, stock appreciation rights, restricted stock awards, RSUs, other share-based awards, performance compensation awards (including cash bonus awards), or any combination of the foregoing. Awards may be granted under the 2013 Equity Plan and in assumption of, or in substitution for, outstanding awards previously granted.

Stock Ownership and Hedging Policy

Non-employee Directors covered by the Director compensation program are required to own common shares of the Company in an amount equal to five times the annual cash retainer, with such ownership to be achieved within five years of a Director’s election to the Board. Time-vesting RSUs and shares owned outright by a Director count towards this requirement.

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Directors are covered by the Company’s Securities Trading Policy which prohibits pledging and certain other hedging transactions related to Company shares held by a Director. None of the common shares of the Company held by our Directors are pledged or subject to any hedging transactions.

Director Summary Compensation Table

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INDEMNIFICATION AGREEMENTS

We have entered into agreements with our executive officers and Directors to provide contractual indemnification in addition to the indemnification provided for in our articles of incorporation.

Risk Oversight

The Board oversees the management of the Company’s risk exposure through the following framework:

The Board is responsible for understanding the Company’s most significant risks and ensuring that management responds appropriately with risk-informed strategic decisions. The Board monitors risk exposure to ensure that it is in line with the Company’s overall tolerance for, and ability to manage, risk.

Our standing committees, which are made up solely of independent Directors, assist the Board in evaluating the specific risks the Company faces in the areas of finance, compensation and governance, as outlined below, as well as our policies for risk management and assessment.

The Board’s role in risk oversight complements our leadership structure, with senior management responsible for assessing, managing and mitigating our risk exposure and the Board and its committees overseeing those efforts. We believe that this is an effective approach to addressing the risks we face and supports our current Board leadership structure. It allows our independent Directors to evaluate our risks and our risk management and assessment policies through fully independent Board committees, with ultimate oversight by the full Board as led by our Chairman and our Lead Independent Director.

Corporate Responsibility at Intelsat

On an annual basis, we publish our Corporate Social Responsibility Report, which summarizes our key accomplishments in the areas of environmental, social and governance practices across our markets. We focus on promoting the highest standards of environmental performance, social responsibility, corporate governance and ethical behavior across our global operations, while maintaining our strong commitment to supporting the communities in which we operate. We seek to enhance long-standing relationships with local organizations in our served markets to improve education and technology opportunities, while also building new relationships with groups interested in using technology to address educational needs.

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Our corporate responsibility program consists of four core pillars: people, environment, community and marketplace. We believe in doing business ethically, hiring good people and positioning them for professional success, being respectful of our environment and supporting the communities where we live and work. At the same time, we continue to manage our business to achieve the best possible performance without compromising these corporate responsibility goals. This approach has enabled us to understand how risks and opportunities in innovation and thought leadership, as well as environmental, social and governance matters, can impact our profitability and, more importantly, our communities. Our commitment to corporate responsibility is unwavering and plays a critical role in our business strategy.

Cybersecurity

We are committed to properly addressing the growing threat of cybersecurity we face in today’s global business environment. The Board believes that a strong cyber strategy is vital to protect our business, tenants, customers and assets. Employees are provided with compulsory training that enables them to detect and report malware, ransomware and other malicious software or social engineering attempts that may compromise the Company’s information technology systems. Employees are also required to complete compulsory training on data privacy. As the cyber landscape evolves, both in our technology systems and in the broader context of the internet and expanding connectivity, management continually updates its cybersecurity approach to safeguard the Company’s sensitive information and assets.

Communications from Shareholders and Other Interested Parties

Any shareholder or interested party may communicate with any of our Directors, our Board as a group, our non-management Directors as a group, our Lead Independent Director, or any committees of the Board or Chairman thereof through the Corporate Secretary by writing to the following address: 4, rue Albert Borschette, L-1246 Luxembourg, Attn: Corporate Secretary . The Corporate Secretary will forward correspondence to the parties to whom addressed, except for job inquiries, surveys, business solicitations or advertisements and other inappropriate material. The Corporate Secretary may forward certain correspondence elsewhere within our Company for review and possible response.

Concerns relating to accounting, internal controls or auditing matters should be communicated to the Company through the Corporate Secretary and will be handled in accordance with the procedures established by the Audit Committee with respect to such matters.

Related Party Transactions

Our Audit Committee is responsible for annually reviewing and ensuring compliance with our Related Person Transactions Policy. Under the policy, “related persons” means our executive officers, Directors and shareholders owning more than five percent (5%) of our common shares, as well as any such person’s immediate family members. The policy also covers entities in which any of the foregoing persons is employed or is a partner or principal or in a similar position, or in which such person has a ten percent (10%) or greater beneficial ownership interest in the Company’s common shares.

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Security Ownership of Certain Beneficial Owners and Management

The table below and accompanying footnotes show information regarding the beneficial ownership of our common shares by:

The percentage of beneficial ownership set forth below is based on approximately 142,085,774 common shares issued and outstanding as of April 1, 2020. All common shares listed in the table below are entitled to one vote per share, unless otherwise indicated in the notes thereto. Unless otherwise indicated, the address of each person named in the table below is c/o Intelsat S.A., 4, rue Albert Borschette, L-1246 Luxembourg.

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Audit Committee Report

The Audit Committee reviewed and discussed the audited financial statements for the year ended December 31, 2019 with the Company’s management. The Audit Committee discussed with the independent registered public accounting firm the matters required to be discussed by Statement on Auditing Standards No. 1301,  Communications with Audit Committees , as adopted by the Public Company Accounting Oversight Board (“ PCAOB ”) and the SEC. The Audit Committee received the written disclosures and the letter regarding the independence of the independent registered public accounting firm required by the PCAOB and has discussed with the independent registered public accounting firm its independence from the Company and its management. Based on the foregoing, the Audit Committee recommended to the Board that the audited financial statements be included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2019.

The material in this Audit Committee Report is not “soliciting material,” is not deemed “filed” with the SEC and is not to be incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent the Company specifically incorporates such material by reference.

Independent Auditor Fees and Other Matters

The following table presents the aggregate fees billed for services rendered by KPMG LLP for the fiscal years ended December 31, 2018 and 2019 ($ in thousands):

Audit Fees . These fees relate to professional services rendered in connection with the annual audit of our consolidated financial statements and internal control over financial reporting; the reviews of the condensed consolidated financial statements performed in connection with each of our Quarterly Reports on Form 6-K; comfort letters and services provided as part of registration statements and debt offerings; and consultations regarding the accounting, financial reporting and audits of subsidiaries, including statutory audits required by foreign jurisdictions.

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Audit-Related Fees . There were no audit-related fees for the years ended December 31, 2018 and 2019.

Tax Fees . These fees relate to U.S. state taxation.

All Other Fees . These fees relate to attestation of IT security controls.

Audit Committee Pre-Approval Policy and Procedures . Consistent with SEC requirements regarding auditor independence, the audit committee has adopted a policy to pre-approve services to be provided by our independent registered public accounting firm prior to commencement of the specified service. The requests for pre-approval are submitted to the audit committee, or a designated member of the audit committee, by our Chief Financial Officer, Controller or independent registered public accounting firm, and the audit committee chairman executes engagement letters with our independent registered public accounting firm following approval by audit committee members, or the designated member of the audit committee. All services performed by KPMG LLP during 2019 were pre-approved by the audit committee.

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COMPENSATION DISCUSSION AND ANALYSIS

Overview

In this Compensation Discussion and Analysis (“ CD&A ”), we provide an overview of our executive compensation programs and the underlying philosophy used to develop the programs. We describe the material components of our executive compensation programs for our 2019 Named Executive Officers (“ NEOs ”). We describe each compensation element and the decisions and reasons therefor, made by the Compensation Committee for executive compensation in 2019. The Company’s NEOs for 2019 were:

SEC rules provide that our NEOs consist of our Chief Executive Officer, Chief Financial Officer and our three other most highly compensated executive officers for 2019. The Company’s former Chief Financial Officer, Jacques Kerrest, resigned effective July 1, 2019 and David Tolley was hired to replace him. Accordingly, compensation information for Mr. Kerrest will also be included in the Summary Compensation Table in accordance with SEC rules to include any executive serving in the capacity of Chief Financial Officer during 2019.

2019 Business Performance

We operate one of the world’s largest satellite services businesses, providing a critical layer in the global communications infrastructure. As the foundational architects of satellite technology, Intelsat operates the largest, most advanced satellite fleet and connectivity infrastructure in the world. We apply our unparalleled expertise and global scale to reliably and seamlessly connect people, devices and networks in even the most challenging and remote locations.

We provide diversified communications services to the world’s leading media companies, fixed and wireless telecommunications operators, data networking service providers for enterprise and mobile applications in the air and on the seas, multinational corporations and internet service providers. We are also the leading provider of commercial satellite communication services to the U.S. government and other select military organizations and their contractors. Our network solutions are a critical component of our customers’ infrastructures and business models.

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Our customers use our services for broadband connectivity to deliver fixed and mobile telecommunications, enterprise, video distribution and fixed and mobile government applications. While satellite services in the enterprise and video distribution sectors have been in decline, our future business growth is focused on the market sectors where growth is anticipated as reflected in the chart below.

In a year where the global satellite services industry contracted and we encountered a complete failure of an in-orbit satellite, we achieved the following operating results for the fiscal year 2019 (all comparative financial information is presented against the prior-year period):

($ in millions)

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Adjusted EBITDA was one of several metrics used for our incentive compensation plan for fiscal year 2019. Please see the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2019 filed with the SEC on February 20, 2020, for a more detailed discussion of our fiscal year 2019 financial results and, beginning on page 52 of that Annual Report on Form 10-K, a discussion regarding, and reconciliation of, our non-GAAP to GAAP financial measures.

The primary metrics used for incentive compensation include revenue, AEBITDA and relative shareholder return as further described below. In 2019, executive focus was placed on minimizing the impact of the declining sector and the loss of the Intelsat 29e satellite. Accordingly, we set specific management objectives to achieve these goals and prepare the Company for future stabilization, and tied portions of compensation to achieving these goals. Additionally, in setting compensation for NEOs during down years, the Compensation Committee focuses more compensation on variable components with metrics that are difficult to achieve but achievable. While reducing the fixed component of compensation for NEOs, the Compensation Committee is mindful of maintaining a sufficient level to attract and retain the specific expertise to run the business and achieve future success.

In 2019 we made solid progress on five operational priorities designed to stabilize our core business, improve our competitive position, return the Company to growth and optimize asset value:

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Compensation Philosophy and Objectives

Our executive compensation programs are designed to encourage our executives to think and act like owners of the Company. We want our executive officers to focus on growing the Company’s value, but at the same time to share the downside risk of poor performance. Through our performance management and rewards programs, we endeavor to create an environment that fosters and rewards increasing enterprise value. To the extent that there are sector declines, adverse macro-economic environmental factors or force majeure events (such as launch failures, in-orbit satellite failures, etc.), we strive to measure the performance of executive officers based upon how successful they are in preserving value and minimizing the impact of these forces or events on enterprise value.

The Company has developed a set of strategic corporate objectives designed to support long-term growth in its enterprise value. The strategic corporate objectives are set in the following areas: innovation, skills and leadership, business execution, digital transformation and commercial focus. Using these objectives, the Company achieves a balanced focus on corporate performance, setting specific metrics and initiatives designed to measure performance against the strategic goals. Through our pay-for-performance culture, a significant portion of our executives’ compensation is linked to performance against these objectives. This supports an overall compensation program that emphasizes variable compensation over fixed base salary.

We believe that in order to achieve our corporate objectives, our executive compensation programs must be competitive, properly reward results and provide incentives for both short- and long-term performance. Our overall executive compensation philosophy is one based upon pay for performance and alignment with our shareholders. Through a mixture of fixed and performance dependent income and short- and long-term incentives, we strive for a balance of risk and reward. The level of total compensation varies based upon the returns ultimately achieved by our shareholders.

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Pay Components

Our executive compensation program consists of the following three components:

We use short-term compensation (base salaries and annual cash bonuses) to provide competitive levels of cash compensation for our executives and to focus them on our annual goals and objectives. We use long-term compensation (restricted stock units and performance stock units) to achieve our goal of driving long-term growth in share value. This long-term compensation element is designed to emphasize the performance measures our executives need to achieve in order to deliver enterprise value. Our NEOs hold incentive awards subject to a variety of time and performance-based vesting requirements, all closely linked to long-term growth in the value of the Company.

We manage our business with a smaller senior management team than is typically found in companies of our size, industry and complexity. Many of our executives manage a substantially broader scope of responsibilities than is found in the market. Our objective is to recruit, retain and engage the highest caliber of executive officer necessary to deliver sustained performance while managing comparatively greater individual responsibilities.

We carefully determine the percentage mix of compensation components we think is appropriate for each of our NEOs. This is not a mechanical process and we use our judgment and experience to determine the appropriate mix of compensation for each individual. Base salary generally constitutes a minority portion of the total compensation of our NEOs. We set salary to provide adequate cash compensation to be competitive in the market for executive talent, but we focus on total compensation, including short-term and long-term compensation, so that our NEOs are prepared to have “at risk” a significant portion of their total compensation. Generally, we target the 50 ^th percentile for cash compensation with the ability to achieve upside based upon superior performance, but not to exceed the 75 ^th percentile, for total direct compensation.

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The percentage of each fixed and performance-based component of compensation is reflected below:

How We Make Compensation Decisions

Role of the Compensation Committee

The Compensation Committee is responsible for overseeing our compensation policies, incentive and equity compensation and approving payments or grants under these plans for executive officers. At the beginning of each fiscal year, the Committee reviews and approves the following elements of direct compensation to our NEOs:

In making these determinations, the Committee:

Going forward, the Committee will also take into consideration the results of the advisory say-on-pay vote from shareholders.

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Role of the Compensation Consultant

The Compensation Committee retains an independent compensation consultant, Korn Ferry. The consultant reports directly to the Compensation Committee and participates in Committee meetings where executive compensation is under review or approval. As part of its work in 2019, Korn Ferry assisted the Committee with determining an appropriate peer group and survey data and provided a competitive analysis of executive compensation. Korn Ferry also provides support to the Committee in reviewing performance metrics, incentive plan design, and conducted a risk assessment related to 2019 compensation practices. The Company paid Korn Ferry $32,000 for these executive compensation consulting services.

In addition to the services provided to the Compensation Committee, Korn Ferry, through other practice areas provided executive recruiting and leadership development consulting services to the Company in 2019 resulting in fees in an amount totaling $380,000 for these services. The Committee has analyzed whether the work of Korn Ferry presents any conflict and concluded that the consultant is independent taking into consideration all of the relevant circumstances, including the following factors: (i) the type of services provided to the Company; (ii) the amount of fees paid to Korn Ferry for other services; (iii) the lack of any personal relationship with any executive officer of the Company or the Committee; and (iv) the lack of stock ownership in the Company by the consultant. The Committee will continue to monitor the independence of the compensation consultant on an ongoing basis.

Use of Competitive Data

The Compensation Committee thinks it is important to understand the relevant market for executive talent to ensure that the executive compensation program supports the attraction, retention and continued engagement of highly qualified leaders. The Committee assesses market conditions annually through a review of peer group compensation data and general survey data compiled by the compensation consultant. Due to the unique nature of our business, our small leadership team spanning multiple functional responsibilities and the complex corporate structure relative to comparable companies of our revenue size, we face ongoing challenges finding appropriate peer group companies as well as individual position comparators. The Committee does not make decisions solely based on peer or survey data; rather, it uses the data as a reference point to help ensure that our pay practices are appropriate, including as compared to market practice.

The Committee together with its compensation consultant reviews our peer group members annually to determine the appropriateness for inclusion in the benchmark data. The Committee also referenced data from the Radford 2019 Global Technology Survey. The peer group used for reference in connection with setting 2019 compensation included the following companies:

Role of Management

Our CEO, in consultation with our head of human resources, makes compensation-related recommendations to the Compensation Committee for the NEOs other than the CEO. The CEO makes recommendations based on assessment of individual performance, succession planning, retention risk, impact on the business, scope of responsibilities, experience, specific expertise and other relevant factors. These recommendations are reviewed with the Committee’s compensation consultant.

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Best Practices

We adhere to the following best practices with respect to executive compensation:

Main Elements of 2019 Compensation

Base Salary

Base salary is used to recognize the experience, skills, knowledge and responsibilities required of the executive officers in their roles. When establishing the 2019 base salaries of the NEOs, the Compensation Committee considered a number of factors, including the functional role of the position, the individual’s performance in 2018, the level of the individual’s responsibility, the individual’s prior experience in similar positions, competitive market data, the ability to replace the individual, the base salary of the individual at his or her prior employment or prior position within the Company and the number of well-qualified candidates available. The salaries of the NEOs are reviewed annually, as well as at the time of promotion or other changes in responsibilities. In 2019, base salaries were increased to maintain competitiveness with the market, taking into consideration that NEOs received no salary increases for fiscal year 2018. The base salary increases for the NEOs in 2019 ranged from 0% to 5%.

Annual Cash Bonuses

We maintain a short-term cash incentive plan (the “ Bonus Plan ”) that provides that certain of our and our subsidiaries’ employees, including the NEOs, may be awarded cash bonuses based on the attainment of specific financial performance goals and operational objectives. The performance criteria are established by the Compensation Committee prior to the beginning of the fiscal year. Under the Bonus Plan, each NEO has a target incentive which represents a percentage of the executive’s base salary. For 2019, these targets were the following:

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For the Bonus Plan we use a mix of financial and non-financial metrics to measure our performance. The goals and criteria for the NEOs in 2019 included the following:

Each of the target goals and criteria for bonuses referred to above is based on thorough discussion between the Compensation Committee and management as to budgets and projections for the relevant year. Great care is taken to ensure that the targets are difficult to achieve but achievable, thereby ensuring that the NEOs and other management are appropriately incentivized to perform at the highest levels. The Bonus Plan is a discretionary plan and the Compensation Committee retains the right to award compensation that is greater or less than the amount determined based on the attainment of performance criteria.

The above-referenced metrics were weighted 40% for revenue, 30% for AEBITDA and 30% for operational goals. Each of the financial metrics are established at a target level consistent with expected achievement for the fiscal year, together with a threshold level below expected achievement and a maximum level above expected achievement. Non-financial metrics are established at a target, but they are either achieved at 100% or not achieved, thereby yielding no payment for that metric. Once corporate achievement is determined against the metrics, the result is adjusted for an individual performance factor ranging from 0.5 to 1.5. Overall, the Bonus Plan payout may not exceed 200% of the NEO’s target incentive. The Compensation Committee also has discretion under the Bonus Plan to award additional bonuses.

For 2019, targets were set at the Company’s original budget; however, these metrics were adjusted downward in mid-year based upon the impact of the loss of revenue due to the loss of Intelsat 29e. Based upon the revised budget, revenue was achieved above the target metric, AEBITDA was achieved above threshold but below target and approximately 60% of the non-financial operational objectives (“ MBOs ”) were achieved.

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Long-Term Incentive Awards

We maintain an Equity Incentive Plan designed to provide our NEOs and other members of the leadership team with an incentive related to the longer-term performance of the Company. In determining the amount of the individual LTI award for a NEO, the Compensation Committee considers the individual’s performance during the preceding year, leadership impact, retention and pay relative to market data, and corporate performance. Each individual has a target LTI percentage reflecting a percentage of salary at the time of grant. The target LTI percentages for the NEOs range from 250% to 400%. While these targets are established based on market median, they are guidelines and the actual award granted is dependent on the factors stated above as well as the existing share price and shares available for issuance under the Equity Incentive Plan.

In 2019 we granted awards in the form of RSUs and performance stock units (“ PSUs ”). RSUs granted vest in equal installments over three years based on time, while the PSUs vest following the completion of the three-year performance period of January 1, 2019 through December 31, 2021, if goals are met. For NEOs, the 2019 awards were split 50% as RSUs and 50% as PSUs. Upon vesting, the RSUs and PSUs are settled in Company shares. The Compensation Committee establishes the performance metrics for the PSUs at the time of grant and ensures that the metrics are aligned with sustained performance and shareholder return. For the 2019 grant, the Committee set the metrics for the PSUs as a weighted combination of relative shareholder return (“ RSR ”) and cumulative AEBITDA. Based on performance against these metrics, shares earned can vary from 0 to 200% of the PSUs awarded. RSR is measured by comparing the Company’s share price appreciation (with reinvestment of dividends) during the three-year performance period relative to the S&P 900 index. RSR is calculated using a 60-day average at the beginning and end of the performance period to smooth volatility in the market. The RSR pays at target based upon achieving a return at the 50 ^th percentile of the index. The maximum RSR payout is capped at 100% of target if the absolute return is negative for the Company. Cumulative AEBITDA focuses on the Company’s growth goal measured over the three-year performance period. The cumulative AEBITDA metric was established based upon the budget numbers in the Company’s long-term business plan.

Outcome of 2017 – 2019 Performance Share Unit Awards

During 2019, the Compensation Committee reviewed and approved performance against pre-established targets for the PSU awards for fiscal years 2017 to 2019. Based on the RSR at the 98 ^th percentile of the S&P 900 index, these PSU awards vested at the maximum 200% level; however, the cumulative AEBITDA metric was not met at the threshold level. The failure to meet the cumulative AEBITDA metric resulted in 25% of the overall number of PSUs granted in the 2017 award to be forfeited and returned to the Equity Incentive Plan for future issuance. As a result, 150% of the overall PSUs granted in 2017 vested. Of the NEOs, only Mr. Spengler, Ms. Bryan and Mr. DeMarco had 2017 PSU grants.

Other Compensation Elements

In addition to the main elements of compensation set forth above, this section summarizes the other benefits and perquisites provided to our NEOs. These benefits are not performance related and are designed to provide a complete and competitive package to attract, retain and engage executive talent.

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Retirement Benefits : We maintain a tax-qualified defined contribution savings plan, the Intelsat Retirement Savings Plan, which covers all of our workforce including the NEOs. The plan provides for three types of employer contributions: (1) matching 401(k) contributions up to 5% of eligible compensation, (2) a 2% fixed contribution, and (3) a performance-based contribution ranging from 0 to 4% based on the Company’s AEBITDA performance. There was no performance-based contribution to any employees under the Retirements Savings Plan for 2019. We also maintain a non-qualified retirement savings plan, covering executives including the NEOs, that is designed to restore employer contributions that were limited under the Retirement Savings Plan due to IRS compensation limitations. Contributions made to either of these plans on behalf of the NEOs are included in the Summary Compensation Table.

Health and Welfare Benefits : Our NEOs participate in all health and welfare plans that we generally offer to all of our eligible employees, which provide medical, dental, health, group term life insurance and disability benefits. In addition to these group benefits, executives including the NEOs receive supplemental life insurance paid for by the Company in an amount equal to three times the individual’s base salary.

Perquisites : Our NEOs are eligible for certain limited perquisites that include an allowance to cover financial planning and tax preparation and executive physical examinations. The financial/tax planning allowance is $50,000 for the CEO and $20,000 for all other NEOs.

Employment Agreements

To recruit and retain our NEOs, we enter into an employment agreement with each executive. Each agreement has a term of one year and renews automatically for successive one-year periods, unless earlier terminated. The agreements provide for a minimum base salary and short-term incentive target, which may be amended from time to time but not below the minimum level. The agreements provide for a certain position in terms of level and responsibilities and for the provision of severance benefits in the event of termination by the Company without “cause” or by the executive for “good reason.” Cause is defined in the agreements as (i) gross negligence or willful misconduct, or willful failure to substantially perform the executive’s duties under the agreement (other than due to physical or mental illness or incapacity), (ii) conviction of, or plea of guilty or nolo contendere to, or confession to, (A) a misdemeanor involving moral turpitude or (B) a felony (or the equivalent of a misdemeanor or felony in a jurisdiction other than the United States), (iii) willful breach of a material provision of the agreement, (iv) knowing willful violation of the Company’s written policies that the Board determines is detrimental to the best interests of the Company, (v) fraud or misappropriation, embezzlement or material misuse of funds or property belonging to the Company, or (vi) use of alcohol or drugs that interferes with the performance of the executive’s duties. Good reason is defined in the agreement to include any of (i) a material diminution of title, position or responsibilities, (ii) a material breach by the Company of any terms of the employment agreement, (iii) a reduction of the executive’s base salary or target bonus potential, and (iv) under certain specified conditions, relocation or a requirement to work from a location other than the principal place of employment.

The amount of the severance benefit is a multiple of the sum of the base salary and target bonus applicable to the individual executive. The severance multiple for the CEO is two and the severance multiple for the other NEOs is one and one-half. Receipt of severance benefits is contingent on the timely execution and non-revocation of a waiver and release of claims and the executive’s continued compliance with the terms of the employment agreement. In addition, in connection with a termination of the executive’s employment without cause or for good reason, and in the event of a termination of employment by reason of death or disability, the executive will be paid any earned but unpaid compensation.

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Each agreement provides that, during the executive’s employment with the Company and for one year after termination of his employment, whether voluntary or involuntary, the executive will not compete with the Company or its affiliates or hire or attempt to hire any person who is or was, during the year prior to the termination of his employment, an employee of the Company. There are no special provisions in the employment agreements related to a change of control of the Company. Hypothetical estimated severance payments under these agreements are shown for each NEO in the termination benefits table.

The award agreements under the Equity Incentive Plan set forth the terms of the equity awards to each NEO in the event of a termination of employment. Specifically, for NEOs, for time-vesting RSUs, any unvested awards will immediately vest in the event that the executive’s employment terminates (1) by the executive for good reason, (2) by the Company without cause, or (3) due to the executive’s death or disability. With respect to the PSUs, any unvested awards will immediately vest on a pro-rated basis determined by the days of employment in the performance period in the event that the executive’s employment terminates (1) by the executive for good reason, (2) by the Company without cause, or (3) due to the executive’s death or disability, subject, however, to actual achievement of the performance criteria at the end of the performance period. If any such termination occurs after a change of control of the Company (as defined in the agreements), the number of PSUs vesting will be equal to the target PSU amount.

Indemnification Agreements

We have entered into agreements with our executive officers to provide contractual indemnification in addition to the indemnification provided for in our articles of incorporation.

Policies

Stock Ownership Guidelines

We maintain stock ownership guidelines for our NEOs to further promote alignment of management and shareholder interests. These guidelines require that NEOs own Company shares with a value denominated as a multiple of their annual salaries, which can be accumulated over a five-year period from date of hire or promotion. The guidelines are as follows:

Shares that count include Company shares owned outright and unvested RSUs. The value of unvested PSUs is not included in calculating ownership until they are converted to shares upon vesting. The Compensation Committee reviews compliance with the stock ownership guidelines on an annual basis. In 2019, each NEO met or was on track to meet the ownership guideline.

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Prohibition on Hedging or Pledging Company Shares

NEOs, as well as other officers, directors and certain employees of the Company are covered by the Company’s securities trading policy. Please refer to the discussion in the “ Corporate Governance—Board of Directors—Prohibition on Hedging or Pledging Company Shares ” section of this Proxy Statement for additional details. None of the shares of the Company held by our NEOs are pledged or subject to any hedging restrictions.

Clawback and Recoupment

The Company has recoupment provisions in its short-term incentive plan as well as in the long-term incentive plans. The provisions allow for the clawback of incentives paid under these plans if the executive engages in any activity that is averse to the interests of the Company, including fraud or conduct contributing to a financial restatement, as well as any conduct requiring clawback under an SEC or NYSE regulation.

Risk Assessment

The Compensation Committee annually reviews our compensation programs and together with its compensation consultant and management assesses potential compensation-related risks to the Company. Based on this assessment for 2019, the Committee believes that the following features of our compensation programs effectively mitigate excessive risk-taking that could harm the Company:

Tax Deductibility

Section 162(m) of the Internal Revenue Code generally limits the deductibility of certain compensation in excess of $1 million paid in any one year to certain covered officers. Recent changes have removed the exception of performance-based compensation from the limitation and changed the number of individuals covered by the limitation. As part of its role, the Compensation Committee considers to what extent the Company can deduct any of its executive compensation under Section 162(m), but always retains the flexibility to award compensation that is not deductible in order to meet the objectives of our compensation philosophy.

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Compensation Committee Report

The Compensation Committee has reviewed and discussed this CD&A with management. Based upon such review and discussion, the Compensation Committee recommended to the Board that this CD&A be included in this Proxy Statement.

Compensation Committee

John W. Diercksen, Chair

Ed Kangas

Ellen Pawlikowski

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COMPENSATION TABLES

Summary Compensation Table

The following table provides information concerning compensation earned for each of our NEOs for the fiscal year 2019, as well as 2018 and 2017, if applicable.

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2019 Grants of Plan-Based Awards

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As stated in the CD&A provided above, each of the NEOs has entered into an employment agreement with the Company that provides for a minimum level of base salary, target incentive amount under the Company’s short-term incentive plan, and participation in the Company’s broad-based benefit plans. The agreements also provide severance benefits under certain circumstances as more fully described in the Potential Payments Upon Termination or Change of Control discussion below. The employment agreements are standard in form for all NEOs with the only deviation being the level of salary, target bonus percentage and severance multiples.

With respect to the STI grants, the terms of the award are governed under the Bonus Plan adopted by the Company and are administered at the discretion of the Compensation Committee. As described in the CD&A, the 2019 STI grants are subject to achievement of targeted revenue, AEBITDA and five management objectives tied to the Company’s business plan for 2019. Achievement on the financial metrics may result in a payout at threshold and up to a maximum amount. The management objectives are set at a cliff. These results are then subject to an individual performance factor. The result of this calculation is reflected in the threshold, target and maximum award amounts set forth in the table. Final determination of the award amount for the NEOs is subject to the discretion and approval of the Compensation Committee.

The awards granted under the Equity Incentive Plan are governed by the terms of individual award agreements. The agreements are uniform in content differing only in the number of units covered by the award agreement. The 2019 PSU awards are subject to the achievement of two financial metrics: cumulative AEBITDA over the three-year performance period and total shareholder return relative to the S&P 900 index. The two metrics are weighted equally and are subject to vesting at varying amounts based upon achievement of the metrics at threshold, target and maximum levels. The measurement is made at the end of the three-year performance period and is determined by the Compensation Committee. Any unvested awards will vest on a pro-rated basis determined by the days of employment in the performance period in the event that the executive’s employment terminates (1) by the executive for good reason, (2) by the Company without cause, or (3) due to the executive’s death or disability, subject, however, to actual achievement of the performance criteria at the end of the performance period. If any such termination occurs after a change of control of the Company but prior to the vesting date, the number of PSUs vesting will be equal to the target PSU amount. With respect to the 2019 RSU awards, any unvested awards will immediately vest in full in the event that the executive’s employment terminates (1) by the executive for good reason, (2) by the Company without cause, or (3) due to the executive’s death or disability.

Awards under the both the Bonus Plan and Equity Incentive Plan are subject to clawback provisions that provide for the Committee to cancel the award if the executive engages in any activity that is adverse to the interests of the Company, including fraud or conduct contributing to a financial restatement, as well as any conduct requiring clawback under an SEC or NYSE regulation.

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Outstanding Equity Awards at Fiscal Year-End

The following table summarizes the equity awards outstanding for each NEO as of December 31, 2019:

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2019 Option Exercises and Stock Vested

The value realized in the table above is based upon the closing price of the Company’s common shares on the date of vesting or exercise, as applicable. The table below sets forth a summary of the equity awards held by the NEOs that vested during 2019 and option awards held by the NEOs which were exercised during 2019.

Post-Employment Compensation

Pension Benefits Table

None of the NEOs are covered by a pension plan maintained by the Company.

Non-Qualified Deferred Compensation Table

The Company maintains a non-qualified retirement savings plan covering executives, including the NEOs, that is designed to restore employer contributions that were limited under the Retirement Savings Plan due to compensation limitations under the Internal Revenue Code. Contributions made to either of these plans on behalf of the NEOs are included in the Summary Compensation Table as Other Compensation and are also included in the table below.

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Potential Payment Upon Termination of Change in Control

The table below shows, hypothetically, what each of the current NEOs would have received upon termination of employment under varying circumstances, assuming such termination occurred on December 31, 2019. The NEOs’ employment agreements also provide for severance benefits in the event of termination by the Company without “cause” or by the executive with “good reason,” the definitions of which are described above in the CD&A.

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