DEF 14A of Gogo Inc.
Filed Apr 29, 2025 · FY20240001140361-25-016313
Crystal L. Gordon
| Grants of Plan-Based Awards | 39 | | Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table | 40 | | Outstanding Equity Awards at 2024 Fiscal Year-End | 46 | | Option Exercises and Stock Vested Table | 47 | | Nonqualified Deferred Compensation Table | 48 | | Potential Payments upon Termination or Change of Control | 48 | | CEO PAY RATIO | 51 | | PAY VERSUS PERFORMANCE | 52 | | Pay versus Performance Table | 52 | | Relationship between Compensation Actually Paid and Certain Financial Measures | 53 | | Financial Performance Measures | 55 | | DIRECTOR COMPENSATION | 56 | | AUDIT MATTERS | 59 | | Audit Committee Report | 59 | | Pre-approval of Independent Auditor Services | 60 | | Independent Registered Public Accounting Firm Fees | 60 | | PROPOSAL 1: ELECTION OF DIRECTORS | 61 | | Nominees for Director | 61 | | PROPOSAL 2: ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION | 62 | | PROPOSAL 3: RATIFICATION OF APPOINTMENT OF ACCOUNTANTS | 63 | | OTHER INFORMATION FOR STOCKHOLDERS | 64 | | Other Business | 64 | | Insider Trading | 64 | | Stockholder Proposals and Director Nominations for 2026 | 64 | | Annual Report for 2024 | 64 | | Solicitation Costs | 64 | | Householding of Annual Disclosure Documents | 65 | | Attendance at Annual Meeting | 65 | | QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING | 66 |
Crystal L. Gordon
GOGO INC. 2025 Proxy Statement Summary This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider, and you should read the entire proxy statement carefully before voting. Please note that the annual meeting will be conducted solely online and can be attended by visiting www.virtualshareholdermeeting.com/GOGO2025.
Crystal L. Gordon
| GOGO INC.’s 2025 Annual Meeting Information | | Date and time June 12, 2025, at 3:00 p.m. Mountain Time Online at www.virtualshareholdermeeting/ GOGO2025 Record date Close of business on April 22, 2025 Holders of common stock are entitled to one vote per share. Attendance Attendance is limited to stockholders of record as of the record date, holders of valid proxies for the Annual Meeting, and invited guests. Date of mailing and release The Notice of Internet Availability of Proxy Materials was sent to stockholders of record and the proxy materials were made available on the Internet on or about April 29, 2025. |
Crystal L. Gordon
Items of business
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| Proposals | | Board Vote Recommendation | Page Reference | | 1 | Election of the two directors named in this proxy statement | FOR | 61 | | 2 | Advisory vote approving executive compensation | FOR | 62 | | 3 | Ratification of the appointment of our independent registered public accounting firm | FOR | 63 | | 4 | Transaction of any other business that may properly be brought before the Annual Meeting. | | |
Crystal L. Gordon
How to vote
Crystal L. Gordon
| | Vote by using the Internet www.proxyvote.com Access using the control number located on each proxy card. Internet voting is available 24 hours a day and will be accessible until 11:59 p.m. Eastern Time on June 11, 2025. | | | Vote by telephone 1-800-690-6903 (with your proxy card in hand) Vote until 11:59 p.m. Eastern Time on June 11, 2025. | | | Vote by mail Simply mark your proxy card, date and sign it, and return it in the postage-paid envelope. | | | To vote at the Annual Meeting Registered stockholders may vote online at the Annual Meeting at www.virtualshareholdermeeting.com/GOGO2025. |
Crystal L. Gordon
| 2025 PROXY STATEMENT | GOGO INC. | 1 |
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2025 PROXY STATEMENT SUMMARY Board Structure The board of directors (the “Board”) of the Company currently consists of eleven directors, which are divided into three classes: three directors in Class I, four directors in Class II and four directors in Class III, with the terms of the Class III directors expiring at the Annual Meeting. The Company has determined to nominate for reelection at the Annual Meeting two of the four current Class III directors. Thus, following the Annual Meeting, assuming the election of the nominees, the Board will consist of nine directors (reflecting a decrease of two directors), including two in Class III, three in Class I and four in Class II. Election of Class III Directors The two nominees for election as Class III directors are listed below. If elected, the nominees for election as Class III directors will serve for a term of three years or until their successors are duly elected and qualified. If you sign and return the accompanying proxy, your shares will be voted for the election of the two Class III nominees recommended by the Board unless you choose to withhold authority to vote for any of the nominees. If any nominee for any reason is unable to serve or will not serve, your proxy may be voted for a substitute nominee designated by the Board as the proxy holders may determine. The Board is not aware of any nominee who will be unable to or will not serve as a director. There is no cumulative voting. In order to be elected, a nominee must receive a plurality of the votes validly cast at the Annual Meeting. Therefore, the two nominees who receive the highest number of “FOR” votes (among votes properly cast in person or by proxy) will be elected. Proxies cannot be voted for a greater number of persons than the number of nominees named. The Class III nominees are as follows:
Crystal L. Gordon
| Name & Occupation | Age | Director Since | Board Committees | Independent | | Michael Abad-Santos Chief Executive Officer for Rivada Select Services | 52 | 2023 | Audit | Yes | | Mark Anderson Managing Director of GTCR | 49 | 2021 | Compensation, Nominating and Corporate Governance | Yes |
Crystal L. Gordon
Additional information about the two director nominees, as well as the Class I and Class II directors who will continue to serve after the Annual Meeting, is provided in “Our Board of Directors and Corporate Governance.” Advisory Vote on Executive Compensation The Board is asking you to vote to approve the compensation of our named executive officers, often referred to as a “say-on-pay” advisory vote. While the advisory vote is not binding on our Board, the Board and Compensation Committee will take the result of the vote into account when determining future executive compensation arrangements. For more information, see “Proposal 2: Advisory Vote to Approve Executive Compensation.” Ratification of the Appointment of the Independent Registered Public Accounting Firm The Board is asking you to ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the 2025 fiscal year. For more information, see “Proposal 3: Ratification of the Appointment of Accountants.”
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| 2 | GOGO INC. | 2025 PROXY STATEMENT |
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Corporate Governance Highlights Our commitment to corporate governance is reflected in several practices of our Board and its committees, as described below.
Crystal L. Gordon
| | 7 of our 9 directors in office after the Annual Meeting are independent (9 out of 11 prior to the Annual Meeting) | | | Oversight by Lead Independent Director | | | Our Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee consist solely of independent directors | | | Regular executive sessions of independent directors | | | At least 75% Board and committee meeting attendance for each director in 2024 |
Crystal L. Gordon
| | Annual Board self-evaluations | | | Comprehensive Code of Business Conduct and Ethics and Code of Financial Ethics | | | Resignation policy for uncontested director elections | | | Single-class voting structure | | | Anti-hedging and anti-pledging policies | | | Risk oversight by Board and committees |
Crystal L. Gordon
The following sections provide an overview of our corporate governance structure and processes. Among other topics, we describe how we select directors, how we consider the independence of our directors and key aspects of our Board operations. Our Board The Company’s Bylaws provide that the Board will consist of not fewer than three directors, with the exact number to be fixed by the Board. Following the Annual Meeting, assuming the election of our nominees, the Board will consist of nine directors. The Company’s Third Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) divides the Board into three classes, as nearly equal in number as possible, with the terms of office of the directors of each class ending in different years. Following the Annual Meeting, assuming the election of our nominees, Class I will have three directors, Class II will have four directors, and Class III will have two directors. The terms of directors in Classes III, I, and II end at the annual meetings in 2025, 2026 and 2027, respectively.
Crystal L. Gordon
| Director | Age | Position | Director Since | | Class III Directors with terms expiring at the 2025 Annual Meeting | | | | | Michael Abad-Santos | 52 | Director | 2023 | | Mark Anderson | 49 | Director | 2021 | | Class I Directors with terms expiring at the 2026 Annual Meeting | | | | | Hugh W. Jones | 61 | Lead Independent Director | 2016 | | Oakleigh Thorne | 67 | Executive Chair of the Board | 2006 | | Charles C. Townsend | 76 | Director | 2010 | | Class II Directors with terms expiring at the 2027 Annual Meeting | | | | | Monte J.M. Koch | 61 | Director | 2024 | | Michele Coleman Mayes | 75 | Director | 2016 | | Christopher J. Moore | 49 | Director and Chief Executive Officer | 2024 | | Harris N. Williams | 55 | Director | 2010 |
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| 2025 PROXY STATEMENT | GOGO INC. | 3 |
Crystal L. Gordon
At each annual meeting of the stockholders, the successors of the directors whose term expires at that meeting are elected to hold office for a term expiring at the annual meeting of stockholders held in the third year following the year of their election. The Board is therefore asking you to elect two nominees for director whose terms expire at the Annual Meeting. Michael Abad-Santos and Mark Anderson, two of our current Class III directors, have been nominated for reelection at the Annual Meeting. See “Proposal 1: Election of Directors.” The Company has not nominated for reelection at the Annual Meeting the other current Class III directors, Robert L. Crandall and Christopher D. Payne, who will step down at the close of the Annual Meeting. The Company thanks Messrs. Crandall and Payne for their many years of service. Biographical information for each nominee and continuing director is set forth below. We have also identified for each individual the business experience, qualifications, attributes and skills that underlie the Board’s and Nominating and Corporate Governance Committee’s belief that each individual is a valuable member of the Board. Class III Nominees
Crystal L. Gordon
| Age: 52 Director Since: 2023 Independent: Yes COMMITTEES: Audit | Michael Abad-Santos Michael Abad-Santos serves as the Chief Executive Officer for Rivada Select Services, a wholly owned subsidiary of Rivada Space Networks, a provider of global low-latency, point-to-point network of 600 low earth orbit (LEO) satellites. Prior to joining Rivada Space Networks as their Head of Sales for the U.S. and Deputy Chief Commercial Officer in 2024, Mr. Abad-Santos served as the CEO of BridgeComm, Inc. He joined BridgeComm in 2019 and served as the Senior Vice President of Business Strategy and Business Development until his appointment to CEO in 2021. Prior to joining BridgeComm, Mr. Abad-Santos held a range of executive roles, including Senior Vice President, Americas, at LeoSat Enterprises from 2016 to 2019, where he led commercial activities, strategy development and execution in the Americas region, as well as government activities worldwide, and Chief Commercial Officer at TrustComm Inc. from 2014 to 2016. Mr. Abad-Santos also served as Senior Vice President, Global Government at Inmarsat from 2011 to 2014. Mr. Abad-Santos's specific qualifications, experience, skills and expertise, which we believe qualify him to serve on the Board, include: • Core business skills, including executive leadership, commercial execution and strategic planning; and • A deep understanding of the telecommunications, satellite provider and wireless technology industries. |
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| 4 | GOGO INC. | 2025 PROXY STATEMENT |
Crystal L. Gordon
| Age: 49 Director Since: 2021 Independent: Yes COMMITTEES: Compensation Nominating and Corporate Governance | Mark Anderson Mark Anderson joined GTCR LLC in 2000 and is currently a Managing Director and Head of the Technology, Media & Telecommunications group. Prior to joining GTCR, Mr. Anderson worked at Gracie Capital and at Bowles Hollowell Conner & Co. He holds an MBA from Harvard Business School and a BS from the McIntire School of Commerce at the University of Virginia. Mr. Anderson currently serves as a director of Vivid Seats (Nasdaq: SEAT), as well as the private companies Equiti, Jet Support Services Inc., Lexipol, Fiber Broadband, Once For All, Rithum and Tricentis. In addition, Mr. Anderson was a director of GTCR’s prior portfolio companies Beeline, CAMP Systems, Cision, Global Traffic Network, Land Lease Group, Landmark Aviation, Lytx, Rural Broadband Investments, Sorenson Communications and XIFIN and was instrumental in other GTCR investments including Skylight Financial, Solera and Transaction Network Services. Mr. Anderson’s specific qualifications, experience, skills and expertise, which we believe qualify him to serve on the Board, include: • Core business skills, including financial and strategic planning; and • A deep understanding of the technology and e-commerce industries. |
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Class I Directors – Terms Expiring at the 2026 Annual Meeting
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| Age: 61 Director Since: 2016 Independent: Yes COMMITTEES: Audit Compensation CHAIRPERSON | Hugh W. Jones Hugh W. Jones is a co-founder of Basalt Investments, LLC. Mr. Jones previously served as President of Sabre Airline Solutions from April 2011 to August 2017. From 1996 to 2011, Mr. Jones held a number of other executive positions including President and CEO of Travelocity and COO of Sabre Travel Network and Airline Solutions. Mr. Jones has served on the board of directors of the travel technology company Travelport (formally Toro Private OpCo, LTD) since May 2019. He began his career in the travel industry at American Airlines in 1988, serving in a variety of finance positions. Mr. Jones’s specific qualifications, experience, skills and expertise, which we believe qualify him to serve on the Board, include: • Core business skills, including financial, operating and management; • Finance, financial reporting, compliance and controls expertise; and • A deep understanding of the airline technology and ecommerce industries. |
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| 2025 PROXY STATEMENT | GOGO INC. | 5 |
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| Age: 67 Director Since: 2006 Independent: No | Oakleigh Thorne Oakleigh Thorne is the Executive Chair of the Board of Directors. Mr. Thorne recently transitioned from his position of Chief Executive Officer (which he held from 2018 until 2024) to his new role at the close of the Satcom Direct acquisition in December 2024. Mr. Thorne also serves as the CEO of Thorndale Farm, L.L.C., which oversees investment of Thorne family assets. From 1996 to 2009, Mr. Thorne served as the Co-President of Blumenstein/Thorne Information Partners, L.L.C., a private equity and venture capital firm. From 2000 to 2007, Mr. Thorne served as Chair and CEO of eCollege.com, a then-publicly traded provider of outsourced eLearning solutions, and he previously served as CEO of Commerce Clearing House Inc. and as a director of ShopperTrak and MachineryLink. Mr. Thorne served as a member of the board of directors of Aircell, our predecessor company, from 2003 until January 2007. Mr. Thorne’s specific qualifications, experience, skills and expertise, which we believe qualify him to serve on the Board, include: • Core business skills, including financial and strategic planning; • Finance, financial reporting, compliance and controls expertise; and • A deep understanding of our Company and industry. |
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| Age: 76 Director Since: 2010 Independent: Yes COMMITTEES: Compensation | Charles C. Townsend Charles C. Townsend currently serves as Managing General Partner of Bluewater Wireless II, L.P. and Whitewater Wireless II, L.P. Mr. Townsend founded Aloha Partners LP in 2001 and served as its Managing General Partner until 2008. Mr. Townsend has served on the Board of Directors of CTIA, a trade association representing the wireless telecommunications industry, from 2017 to the present. Since January 2004, Mr. Townsend has also served as President of Pac 3, LLC. Mr. Townsend’s specific qualifications, experience, skills and expertise, which we believe qualify him to serve on the Board, include: • Core business skills, including financial and strategic planning; • A deep understanding of the telecommunications industry; and • Extensive knowledge of wireless spectrum valuations and uses. |
Crystal L. Gordon
| 6 | GOGO INC. | 2025 PROXY STATEMENT |
Crystal L. Gordon
Class II Directors - Terms Expiring at the 2027 Annual Meeting
Crystal L. Gordon
| Age: 61 Director Since: 2024 Independent: Yes COMMITTEES: Nominating and Corporate Governance | Monte J. M. Koch Monte J. M. Koch is a private investor and strategic advisor, who has advised clients and invested in a broad range of industries, including real estate, hospitality, lodging, casino gaming, aviation, transportation and technology. Since March 2014, Mr. Koch has served as a director of international hotel manager and franchisor Choice Hotels International, Inc. He also is a co-founder, and from 2008 to 2017 was a director, of Ten-X.com, an online marketplace for residential and commercial real estate. From 2016 to 2020, Mr. Koch served as a partner of merchant bank BDT & MSD Partners (f/k/a BDT & Company). Mr. Koch also had a long career in investment banking, including roles at Deutsche Bank Securities Inc., the U.S. investment banking and securities arm of Deutsche Bank, where he served as Global Head of Real Estate Investment Banking and Chair of Mergers & Acquisitions for the Americas from 1999 to 2007. Mr. Koch has served as a director for Choice Hotels International since 2014. From 2005 until 2023, Mr. Koch served as a board member of the National Business Aviation Association, a Washington, D.C.-based trade association serving the business aviation community, where he continues to serve as chair emeritus. Mr. Koch graduated from The College of William & Mary with a Bachelor of Business Administration. Mr. Koch’s specific qualifications, experience, skills and expertise, which we believe qualify him to serve on the Board, include: • Core business skills, including financial and strategic planning; and • A deep understanding of the technology and aviation industries. |
Crystal L. Gordon
| 2025 PROXY STATEMENT | GOGO INC. | 7 |
Crystal L. Gordon
| Age: 75 Director Since: 2016 Independent: Yes COMMITTEES: Audit Nominating and Corporate Governance CHAIRPERSON | Michele Coleman Mayes Michele Coleman Mayes is the former Vice President, General Counsel and Secretary for the New York Public Library (NYPL). She was at NYPL from August 2012 to February 2024 after serving as Executive Vice President and General Counsel for Allstate Insurance Company since 2007. Prior to Allstate, she served as a Senior Vice President and the General Counsel of Pitney Bowes Inc. from 2003 to 2007 and in several legal capacities at Colgate-Palmolive from 1992 to 2003. In 1982, Ms. Mayes entered the corporate sector as managing attorney of Burroughs Corporation. After Burroughs and Sperry Corporation merged, creating Unisys Corporation, she was appointed Staff Vice President and Associate General Counsel for Worldwide Litigation. From 1976 through 1982, she served in the U.S. Department of Justice as an Assistant United States Attorney in Detroit and Brooklyn, eventually assuming the role of Chief of the Civil Division in Detroit. Ms. Mayes joined the Board of Brookfield Reinsurance Ltd. (NYSE: BNRE) in August 2023, where she also serves on the Governance and Nominating Committee. She chaired the American Bar Association Commission on Women in the Profession from 2014 to 2017 and has served on the Board of Trustees of the American College of Corporate Governance Counsel since 2019 and as a Director for the Center for Reproductive Rights since 2020, where she is currently Vice Chair of the Board. Ms. Mayes served as a director of Assurant, Inc. from 2004 to 2007, where she also served as a member of the Audit Committee and Chair of the Nominating and Governance Committee. Since March 2021, Ms. Mayes has been a non-director member of the Special Litigation Committee of Exelon Corporation. Ms. Mayes’s specific qualifications, experience, skills and expertise, which we believe qualify her to serve on the Board, include: • Legal, analytical and governance skills; • Core business skills and leadership experience; and • Expertise in civil litigation and governance matters. |
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| 8 | GOGO INC. | 2025 PROXY STATEMENT |
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| Age: 49 Director Since: 2024 Independent: No | Christopher J. Moore Christopher J. Moore serves as our Chief Executive Officer. Mr. Moore joined the company at the close of Gogo’s acquisition of Satcom Direct. Before he transitioned to Gogo, Mr. Moore served as President of Satcom Direct. He started at Satcom Direct in 2012 as Vice President of Satcom Direct International, and following great success in expanding the global footprint, moved to Satcom Direct World Headquarters in 2017, where he became President. Mr. Moore is an experienced executive and has demonstrated a history of supporting successful business growth. Mr. Moore has nearly two decades of experience in the global telecommunications and IT business space. He began his career in product management for Westcon before taking on various commercial roles. Mr. Moore then served as Vice President of Sales at Horizon Mobile, as Vice President of Sales of Trading Apps, and as Global Sales Director of Inmarsat PLC for the aeronautical, maritime, land and government markets. Mr. Moore holds an international business degree from the University of Technology, Sydney, Australia. Mr. Moore’s specific qualifications, experience, skills and expertise, which we believe qualify him to serve on the Board, include: • Core business skills, including financial and strategic planning; and • A deep understanding of our Company and industry. |
Crystal L. Gordon
| Age: 55 Director Since: 2010 Independent: Yes COMMITTEES: Audit CHAIRPERSON | Harris N. Williams Harris N. Williams serves as Senior Managing Director of WF Investment Management LLC, a diversified asset management business. From 2005 to 2013, Mr. Williams was an executive with Ripplewood Holdings, LLC, a global private equity firm focused on control investments, serving as Managing Director since 2007. Prior to 2005, Mr. Williams was in the Investment Banking division of Credit Suisse, primarily focused on mergers and acquisitions and leveraged buyouts. Mr. Williams’s industry areas of focus have included Technology, Media, Financial Services, Healthcare, Industrials and Hospitality on a global basis. Mr. Williams served on the board of directors of 3W Power Holdings Ltd. from 2011 to 2013, where he also served as Chair of the Audit Committee. Mr. Williams’s specific qualifications, experience, skills and expertise, which we believe qualify him to serve on the Board, include: • Core business skills, including financial and strategic planning; and • Expertise in financial management, financial reporting and financial department oversight. |
Crystal L. Gordon
| 2025 PROXY STATEMENT | GOGO INC. | 9 |
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Selecting Nominees for Director Our Board has delegated to the Nominating and Corporate Governance Committee the responsibility for reviewing and recommending to the Board nominees for director. In accordance with our Corporate Governance Guidelines, the Nominating and Corporate Governance Committee, in evaluating director candidates, recommends to the Board appropriate criteria for the selection of new directors based on the strategic needs of the Company and the Board, periodically reviews the criteria adopted by the Board and, if deemed desirable, recommends changes to such criteria. Candidate Identification The Nominating and Corporate Governance Committee is responsible for recommending to the Board nominees for election to the Board at each annual meeting of stockholders and for identifying one or more candidates to fill any vacancies that may occur on the Board. New candidates may be identified through recommendations from independent directors or members of management, search firms, discussions with other persons who may know of suitable candidates to serve on the Board, and stockholder recommendations. Evaluations of prospective candidates typically include a review of the candidates’ background and qualifications by the Nominating and Corporate Governance Committee, interviews with the Committee as a whole, one or more members of the Committee, or one or more other Board members, and discussions within the Nominating and Corporate Governance Committee and the full Board. The Nominating and Corporate Governance Committee then recommends candidates to the full Board, with the full Board selecting the candidates to be nominated for election by the stockholders or to be elected by the Board to fill a vacancy. The Nominating and Corporate Governance Committee will consider director candidates proposed by stockholders as well as recommendations from other sources. Any stockholder who wishes to recommend a prospective candidate for the Board for consideration by the Nominating and Corporate Governance Committee may do so by submitting the name and qualifications of the prospective candidate in writing to the following address: Corporate Secretary, c/o Gogo Business Aviation LLC, 105 Edgeview Drive, Suite 300, Broomfield, Colorado 80021. Our Bylaws set forth the timing and content requirements for direct nomination of an individual by a stockholder for election to the Board. For more information, see “Other Information for Stockholders—Stockholder Proposals and Director Nominations for 2026.” Director candidates identified by stockholders will be evaluated in the same manner in which the Nominating and Corporate Governance Committee evaluates any other director candidates.
Crystal L. Gordon
| 10 | GOGO INC. | 2025 PROXY STATEMENT |
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Candidate Evaluation In evaluating each nominee, the Nominating and Corporate Governance Committee considers various criteria and qualifications for Board membership, including, but not limited to, the following: relevant knowledge and individual qualifications (including professional experience and understanding of the Company’s business environment); personal qualities of leadership (including strength of character, wisdom, judgment, ability to make independent analytical inquiries and the ability to work collegially with others); potential conflicts of interest, existing commitments to other businesses and legal considerations such as antitrust issues; independence under applicable SEC rules and regulations and the Nasdaq listing standards; and overall fit with the composition and expertise of the existing Board. While the Nominating and Corporate Governance Committee does not have a formal diversity policy for Board membership, it looks for potential candidates that help ensure that the Board has the benefit of a wide range of attributes. The Board evaluates each individual in the context of the Board as a whole, with the objective of recommending a group that can best enhance the success of the Company’s business and represent stockholder interests through the exercise of sound judgment. Certain of the skills and other features of Board composition considered by the Nominating and Corporate Governance Committee are summarized in the matrix below. The below reflects the composition of the Board following the Annual Meeting assuming the reelection of our nominees. The fact that a particular qualification, skill, experience or perspective is not listed below does not mean that the nominee does not possess it or that the Nominating and Corporate Governance Committee did not evaluate it.
Crystal L. Gordon
| | Michael Abad- Santos | Mark Anderson | Hugh W. Jones | Monte Koch | Michele Coleman Mayes | Christopher Moore | Oakleigh Thorne | Charles C. Townsend | Harris N. Williams | | Senior Leadership and Strategy Experience as a senior executive at a large organization | • | • | • | • | • | • | • | • | • | | Public Company Corporate Governance Experience serving on the board of a public company and/or a strong understanding of corporate governance best practices | | • | | • | • | • | • | | | | Finance and Accounting Experience in financial accounting and reporting, auditing processes and standards, internal controls and corporate finance | • | | • | • | • | | • | | • |
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| 2025 PROXY STATEMENT | GOGO INC. | 11 |
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| | Michael Abad- Santos | Mark Anderson | Hugh W. Jones | Monte Koch | Michele Coleman Mayes | Christopher Moore | Oakleigh Thorne | Charles C. Townsend | Harris N. Williams | | Legal/Regulatory Experience with legal and regulatory compliance | | • | | | • | | • | | • | | Finance, Investments, M&A Experience in finance, investments and M&A transactions | | • | • | • | | | • | • | • | | Wireless/ Telecom/ Airline / E-commerce Industry Experience in the wireless, telecommunications, e-commerce and/or airline sectors | • | • | • | • | | • | • | • | | | Strategic Planning and Operations Experience with strategic planning and managing operations | • | • | • | • | • | • | • | • | • | | Information Technology/Cybersecurity Experience in information technology, including the importance of maintaining stakeholder trust through protecting their information | • | | | | | • | | | • | | Military/Government Experience in the military/government sectors | • | | | | | • | | | |
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| 12 | GOGO INC. | 2025 PROXY STATEMENT |
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Director Independence Under the Nasdaq listing standards, independent directors must comprise a majority of a listed company’s Board. In addition, the listing standards of Nasdaq require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and corporate governance committees be independent. In order to consider a director independent, the Board must affirmatively determine that he or she has no material relationship with Gogo Inc. and is independent under the independence criteria for directors established by Nasdaq, Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the independence criteria adopted by the Board. The independence criteria adopted by the Board are set forth in the Company’s Corporate Governance Guidelines. The Board undertook its annual review of director independence in 2025. As part of this review, the Board considered whether there were any relationships between each director or any member of his or her immediate family and the Company. The Board also examined whether there were any relationships between an organization of which a director is a partner, stockholder or executive officer and the Company. The purpose of this review was to determine whether any such relationships were inconsistent with a determination that a director is independent. As a result of this review, the Board affirmatively determined that all of our director nominees and directors serving during fiscal 2024, other than Messrs. Thorne and Moore, are independent under the Nasdaq listing standards. The Board also affirmatively determined that all directors currently serving on the Audit Committee or who served during fiscal 2024 satisfy the independence requirements of Nasdaq and the SEC relating to audit committee members, and that all directors currently serving on the Compensation Committee or who served during fiscal 2024 satisfy the independence requirements of Nasdaq relating to compensation committee members. Executive Sessions of Our Non-Management Directors The Lead Independent Director and the full Board each have the authority to require the Board to meet in executive sessions outside the presence of management. The independent directors meet in regularly scheduled executive sessions without management not less frequently than once per quarter. Board Leadership Structure As noted in our Corporate Governance Guidelines, the Board has no policy with respect to the separation of the offices of Chair and Chief Executive Officer. The Board believes it is important to retain its flexibility to allocate the responsibilities of the offices of the Chair and Chief Executive Officer in any way that is in the best interests of the Company at a given point in time. Periodically, our Board assesses the Board leadership structure to ensure that it serves the interests of the Company and our stockholders and promotes the creation of long-term stockholder value.
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| 2025 PROXY STATEMENT | GOGO INC. | 13 |
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Lead Independent Director Our independent directors have selected Mr. Jones to act as Lead Independent Director pursuant to our Corporate Governance Guidelines, because Mr. Thorne currently serves as the Executive Chair of our Board and Mr. Moore currently serves as our Chief Executive Officer. The Lead Independent Director has the following authorities and/or responsibilities: calling meetings of the Board; calling and chairing all meetings of the independent directors; serving as the primary liaison between the Executive Chair and the Chief Executive Officer and the independent directors, and coordinating the annual performance reviews of the Executive Chair and the Chief Executive Officer; approving meeting schedules, agendas and the information furnished to the Board to ensure the Board has adequate time and information for discussion; being available for consultation and direct communication with major stockholders as appropriate; and coordinating the activities of the other independent directors and perform such other duties as may be established or delegated by the independent directors. Merits of our Current Structure The Board believes that its current leadership structure is appropriate for the Company at this time. Our Executive Chair and our Chief Executive Officer have extensive knowledge of all aspects of the Company, our business and risks and our customers. This experience allows the Board to understand the Company better and work closely with management to enhance stockholder value. In addition, the Board believes that this structure helps it fulfill more effectively its risk oversight responsibilities and enhances the ability of the Executive Chair and the Chief Executive Officer to effectively communicate the Board’s view to management. Additionally, the Board believes that the responsibilities of the Lead Independent Director help to ensure appropriate oversight of the Company’s management by the Board and optimal functioning of the Board. The effectiveness of the Lead Independent Director is enhanced by the Board’s independent character. For more information, see “—Director Independence.” Risk Oversight Management’s Role in Risk Oversight Management of the Company, including the Chief Executive Officer and other executive officers, is primarily responsible for managing risks associated with the business, operations, and financial and disclosure controls. The Company’s executive officers, including the Executive Vice President, General Counsel, Chief Administrative Officer and Secretary, report directly to our Chief Executive Officer, providing him with visibility into the Company’s risk profile. The head of the Company’s internal audit function regularly reports to the Audit Committee, and each of the Executive Vice President, Chief Financial Officer, the Executive Vice President, General Counsel, Chief Administrative Officer and Secretary, and the head of internal audit have private sessions with the Audit Committee on a regular basis. Management has established a number of committees as a means to bring risk issues to the attention of senior management. The committees include the Risk Committee, the SOX Steering Committee, the Technology Oversight Committee, the Ethics Committee, the Cybersecurity Cross Functional Team (“Cybersecurity CFT”), and the Disclosure Committee. The foregoing committees meet at least quarterly (or more frequently if needed) other than the Technology Oversight Committee, which convenes upon the occurrence of certain events as outlined in the committee’s charter. The Risk Committee, which is comprised of all members of the senior management team and our leader of Internal Audit, synthesizes operational and strategic issues discussed in other committee meetings to prepare a quarterly risk register that is presented to the Board. For further information regarding the Cybersecurity CFT and the management of our Cybersecurity risks, please see Item 1C of our Annual Report on Form 10-K filed on March 14, 2025 (the “2024 Form 10-K”). The output from these internal committees informs the creation of a risk register that is shared with the Board on a regular basis and serves as a focal point for enterprise risk management discussions with the Board. We typically organize enterprise risks into broad categories of strategic, operational, financial, legal and compliance or reputational risk. Risks identified through our risk management processes are prioritized and, depending on the probability and severity of the risk, escalated as appropriate. Senior management discuss these risks regularly with the risk owners within the businesses and at the corporate level. Risk leaders within the businesses and corporate functions are responsible for presenting risk
Crystal L. Gordon
| 14 | GOGO INC. | 2025 PROXY STATEMENT |
Crystal L. Gordon
assessments and key risks to senior management and, when appropriate, to the Board or the relevant committee of the Board. Refer to the Risk Factors section of our 2024 Form 10-K for a discussion of key risks that could have a material adverse effect on our business, reputation, financial position and results of operations. The Board’s Role in Risk Oversight Risk assessment and risk management are the responsibility of the Company’s management, and the Board has oversight responsibility for those processes. The Audit Committee assists with the oversight of the Company’s enterprise risk management framework (including cybersecurity and data privacy), and the Board has also delegated specific risk oversight responsibility to committees of the Board based on the expertise of those committees. Our committee charters define the risk areas for which each committee has ongoing oversight responsibility, while the Board as a whole focuses on the most significant risks facing the Company. On a regular basis, reports of all committee meetings are presented to the Board, and the Board periodically conducts thorough reviews on key enterprise risks.
Crystal L. Gordon
| • | Audit Committee: Under its charter, the Audit Committee is responsible for reviewing and discussing our risk management practices, including the effectiveness of the systems and policies for risk assessment and risk management; the major financial risk exposures as well as the steps management has taken to monitor and control such exposures; any unusual material transactions; and management, internal auditor and independent auditor reviews regarding policies, procedures and monitoring related to the applicable laws and regulations. The Audit Committee also oversees our legal, regulatory, corporate compliance and ethics programs, as well as the internal audit function. In addition, the Audit Committee oversees the Company’s guidelines and policies with respect to assessing and managing cybersecurity risk, including programs established by management to monitor and control such risk. |
Crystal L. Gordon
| • | Compensation Committee: The Compensation Committee considers the risks associated with our compensation policies and practices, with respect to both executive compensation and compensation generally. For instance, in 2024 the Compensation Committee assessed the risks associated with the Company’s compensation practices and policies for employees, including a consideration of risk-mitigating factors in the Company’s compensation practices and policies (as discussed in “Compensation Discussion and Analysis—Compensation Risk Mitigation Measures”) and concluded that the Company’s compensation policies and practices for its employees are not reasonably likely to have a material adverse effect on the Company. |
Crystal L. Gordon
| • | Nominating and Corporate Governance Committee: The Nominating and Corporate Governance Committee is tasked with overseeing and reviewing the Company’s corporate governance practices and policies, and succession planning. |
Crystal L. Gordon
Corporate Governance Guidelines The Board has adopted Corporate Governance Guidelines to assure that the Board will have the necessary authority and practices in place to review and evaluate our business operations as needed and to make decisions that are independent of our management. The guidelines are also intended to align the interests of directors and management with those of our stockholders. The Corporate Governance Guidelines set forth the practices that the Board intends to follow with respect to board composition and selection, board meetings and involvement of senior management, Chief Executive Officer performance evaluations and succession planning, and board committees and compensation. Our Corporate Governance Guidelines are available on the corporate governance section of our investor relations website at https://ir.gogoair.com. Code of Business Conduct We have a long-standing commitment to conduct our business in accordance with high ethical principles. Our Code of Business Conduct and Ethics applies to our directors, chief executive officer, chief financial officer, chief accounting officer and all other officers and employees. Our Code of Financial Ethics applies to our chief executive officer, chief financial officer, chief accounting officer and any other key employees performing finance or accounting functions. Copies of the Code of Business Conduct and Ethics and the Code of Financial Ethics may also be accessed on the corporate governance section of our investor relations website at https://ir.gogoair.com. We intend to disclose any future amendments to, or waivers from, the Code of Business Conduct and Ethics and the Code of Financial Ethics within four business days of the waiver or amendment through a website posting to the extent required by the rules and regulations of the SEC.
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| 2025 PROXY STATEMENT | GOGO INC. | 15 |
Crystal L. Gordon
Committees of the Board Our Board has three committees: the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee. The following table shows the members of each committee both currently and following the Annual Meeting (other than the two directors who have not been nominated for reelection), and the number of meetings held during fiscal year 2024. The written charters for each of the Audit, Compensation and Nominating and Corporate Governance Committees of our Board also are available on the corporate governance section of our investor relations website at https://ir.gogoair.com.
Crystal L. Gordon
| | Committee Memberships | | | | | Name, Age and Primary Occupation | Audit | Compensation | Nominating and Corporate Governance | Independent | | Michael Abad Santos, 52 Chief Executive Officer of Rivada Select Services | | | | Yes | | Mark Anderson, 49 Managing Director of GTCR LLC | | | | Yes | | Monte J. M. Koch, 61 Private investor and strategic advisor | | | | Yes | | Hugh W. Jones, 61 Co-founder of Basalt Investments, LLC | | | | Yes | | Michele Coleman Mayes, 75 Former Vice President, General Counsel and Secretary for the New York Public Library | | | | Yes | | Christopher J. Moore, 49 Chief Executive Officer | | | | No | | Oakleigh Thorne, 67 Executive Chair of the Board of Directors | | | | No | | Charles C. Townsend, 76 Managing General Partner of Bluewater Wireless II, L.P. and Whitewater Wireless II, L.P. | | | | Yes | | Harris N. Williams, 55 Senior Managing Director of WF Investment Management LLC | | | | Yes | | Number of Meetings in 2024 | 8 | 6 | 2 | |
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| | Chairperson | | Audit Committee Financial Expert | | | Member | | |
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| 16 | GOGO INC. | 2025 PROXY STATEMENT |
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| Audit Committee Our Audit Committee is responsible, among its other duties and responsibilities, for overseeing our accounting and financial reporting processes, the audits of our financial statements, the qualifications and independence of our independent registered public accounting firm, the effectiveness of our internal controls over financial reporting and the performance of our internal audit function and independent registered public accounting firm. Our Audit Committee reviews and assesses the qualitative aspects of our financial reporting, our processes for managing business and financial risks, and our compliance with legal, ethical and regulatory requirements, including oversight of Cybersecurity. Our Audit Committee is directly responsible for the appointment, compensation, retention and oversight of our independent registered public accounting firm. During fiscal year 2024, our Audit Committee held eight meetings. Our Audit Committee is currently and following the Annual Meeting will be composed of Messrs. Williams (chair), Abad-Santos and Jones and Ms. Mayes. Each member of our Audit Committee meets the Nasdaq independence requirements, is financially literate, and is an independent director under Rule 10A-3 under the Exchange Act. Our Board has determined that Mr. Williams is an audit committee financial expert as defined by the SEC. | Members Harris N. Williams CHAIRPERSON Michael Abad-Santos Hugh W. Jones Michele Coleman Mayes 8 MEETINGS IN 2024 |
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| Compensation Committee Our Compensation Committee is responsible, among its other duties and responsibilities, for reviewing and approving all forms of compensation to be provided to, and employment agreements with, the executive officers and directors of the Company and its subsidiaries (including our Chief Executive Officer) and establishing the general compensation policies of the Company and its subsidiaries. During fiscal year 2024, our Compensation Committee held six meetings. Our Compensation Committee is currently composed of Messrs. Jones (Chair), Anderson, Crandall, and Townsend, and will have the same composition following the Annual Meeting, other than Mr. Crandall (as he was not nominated for reelection to the Board). Each member of our Compensation Committee meets the Nasdaq independence requirements and is an outside director under Section 162(m) of the Internal Revenue Code. If all directors serving on our Compensation Committee do not meet the “non-employee director” requirements of Rule 16b-3 under the Exchange Act, our Compensation Committee will delegate to a special Section 16b-3 subcommittee consisting of those Compensation Committee members who meet such requirements the authority to approve grants of equity-based compensation subject to Section 16(b) of the Exchange Act. From time to time, our Compensation Committee also delegates authority to our Chief Executive Officer to approve equity grants to non-executive officers and other employees. | Members Hugh W. Jones CHAIRPERSON Mark Anderson Charles C. Townsend 6 MEETINGS IN 2024 |
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| 2025 PROXY STATEMENT | GOGO INC. | 17 |
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| Nominating and Corporate Governance Committee Our Nominating and Corporate Governance Committee is responsible, among its other duties and responsibilities, for identifying and recommending candidates for election to our Board (including candidates proposed by stockholders), reviewing the composition of our Board and its committees, developing corporate governance guidelines and recommending them to our Board for approval, managing the Board’s annual self-evaluation process and developing and periodically reviewing succession plans for our Chief Executive Officer and other executive officers as the Nominating and Corporate Governance Committee deems appropriate, and overseeing and reviewing the Company’s environmental and social strategy. During fiscal year 2024, our Nominating and Corporate Governance Committee held two meetings. Our Nominating and Corporate Governance Committee is currently composed of Ms. Mayes (chair) and Messrs. Anderson, Koch and Payne, and will have the same composition following the Annual Meeting, other than Mr. Payne (as he was not nominated for reelection to the Board). Each member of our Nominating and Corporate Governance Committee meets the Nasdaq independence requirements. | Members Michele Coleman Mayes CHAIRPERSON Mark Anderson Monte J. M. Koch 2 MEETINGS IN 2024 |
Crystal L. Gordon
Meetings of the Board and Attendance at the Annual Meeting Our Board held six meetings during fiscal year 2024. Each of our directors attended at least 75% of the total number of meetings of the Board and any committees of which he/she was a member during the time in which such director served on the Board or any committee. It is the Board’s policy that our directors attend our annual meetings. All members of our Board attended the 2024 annual meeting of stockholders. Plurality Voting for Directors and Director Resignation Policy The Company’s Bylaws provide for the election of directors by a plurality of the votes cast. This means that the two individuals nominated for election to the Board at the Annual Meeting who receive the highest number of “FOR” votes (among votes properly cast in person or by proxy) will be elected. In addition, it is the Company’s policy that if (i) a director ceases to be employed by his or her principal employer, commences employment with a new employer or, while remaining employed by the same employer, undergoes a significant change in his or her position or employment responsibilities, (ii) an independent director ceases to qualify as such, or (iii) a nominee for director, in an uncontested election of directors, receives a greater number of votes “withheld” from his or her election than votes “for” his or her election, the affected director will be required to promptly tender to the Board his or her resignation as director. The Nominating and Corporate Governance Committee will consider the tendered resignation and recommend to the Board whether to accept or reject the resignation, and the Board will make such determination, based on a review of whether the individual continues to satisfy the Board’s membership criteria and any other matters that the Board may consider relevant to its determination. Succession Planning and Management Development We are focused on talent development at all levels within our organization. Among the key responsibilities of the Nominating and Corporate Governance Committee is to ensure that management establishes, and such Committee oversees an effective executive succession plan. The Board regularly reviews the succession plans that support our overall business strategy, with a focus on key positions at the senior officer level. The Board recognizes that succession planning and talent management are closely connected to risk management. Potential leaders are given exposure and visibility to Board members through formal presentations and informal events. More broadly, the Board is regularly updated on key talent indicators for the overall workforce.
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| 18 | GOGO INC. | 2025 PROXY STATEMENT |
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Security Ownership Policies The Company’s policies prohibit all directors and employees (as well as persons living in their household, including immediate family members) from engaging in short sales and transactions in puts, calls or other derivative transactions with respect to the equity of the Company or its affiliates. The Company’s policies also discourage all such insiders from engaging in hedging or monetization transactions involving securities of the Company or its affiliates (such as zero-cost collars and forward sale transactions), which allow a person to lock in much of the value of his or her stock holdings, often in exchange for all or part of the potential for upside appreciation in the stock. Any such insider wishing to enter into a hedging or monetization transaction must pre-clear it with the Company’s General Counsel at least two weeks before the proposed transaction. The General Counsel has discretion to reject any such transaction in its judgment. The Company further requires that pledges by directors and executive officers of securities of the Company or its affiliates be pre-approved by the Board or a Board-designated committee. Communications with the Board Stockholders who wish to contact our Board may send written correspondence, in care of the Executive Vice President, General Counsel, Chief Administrative Officer and Secretary, c/o Gogo Business Aviation LLC, 105 Edgeview Drive, Suite 300, Broomfield, Colorado 80021. Communications may be addressed to an individual director, to the non-management directors as a group or to the Board as a whole. Communications not submitted confidentially that discuss business or other matters relevant to the activities of our Board will be preliminarily reviewed by the office of the Executive Vice President, General Counsel, Chief Administrative Officer and Secretary and then distributed either in summary form or by delivering a copy of the communication to whom they are addressed. Communications marked as confidential will be distributed, without review by the office of the Secretary, to the director, or group of directors, to whom they are addressed. With respect to other correspondence received by the Company that is addressed to one or more directors, the Board requests that the following items not be distributed to directors: junk mail and mass mailings, product and services complaints, product and services inquiries, résumés and other forms of job inquiries, solicitations for charitable donations, surveys, business solicitations and advertisements.
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| 2025 PROXY STATEMENT | GOGO INC. | 19 |
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Executive Officers Our executive officers are designated by, and serve at the discretion of, our Board. There are no family relationships among any of our directors or executive officers. Our executive officers are as follows:
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| Executive Officer | Age | Position | | Oakleigh Thorne | 67 | Executive Chair of the Board | | Christopher J. Moore | 49 | Chief Executive Officer | | Michael Begler | 60 | Executive Vice President and Chief Operating Officer | | Zachary Cotner | 41 | Executive Vice President and Chief Financial Officer | | Crystal L. Gordon | 46 | Executive Vice President, General Counsel, Chief Administrative Officer, and Secretary | | Hayden Olson | 45 | Executive Vice President, General Manager, Satcom Direct Government |
Crystal L. Gordon
Mr. Thorne’s biography and related information may be found above in the section titled “Our Board of Directors and Corporate Governance—Class I Directors—Terms Expiring at the 2026 Annual Meeting.” Mr. Moore’s biography and related information may be found above in the section titled “Our Board of Directors and Corporate Governance—Class II Directors—Terms Expiring at the 2027 Annual Meeting.” The following is biographical information for our other executive officers: Michael Begler joined us in 2013 as the Company’s Vice President, Production Operations, a role he held until January 2018, when he began serving as Senior Vice President of Gogo Production Operations. He has served as the Executive Vice President, Chief Operating Officer of the Company since January 1, 2025. Mr. Begler earned a Bachelor of Science in Industrial Engineering and completed the Executive Management Strategies and Practices Program at Carnegie Mellon University. Zachary Cotner joined us at the close of Gogo’s acquisition of Satcom Direct in December 2024 as the Executive Vice President and Chief Financial Officer. Mr. Cotner brings to Gogo over 20 years of broad-based experience across multiple industries including investment, banking, and aerospace OEM’s. He began his career as an analyst in private equity. He successfully rose through the ranks at investment management and biotech firms before joining Erickson Inc., where he held various senior accounting positions before his promotion to Vice President, Corporate Development. Prior to joining Gogo, Mr. Cotner served as Chief Financial Officer at Satcom Direct. Mr. Cotner earned a Bachelor of Business Administration in Finance from Southern Methodist University. Crystal L. Gordon joined us in November 2022 as Executive Vice President, General Counsel and Secretary and was named to role of Executive Vice President, General Counsel, Chief Administrative Officer and Secretary in April 2024. Ms. Gordon previously served as Senior Vice President, General Counsel and Head of Government Affairs and Corporate Secretary for Bristow Group Inc. from June 2020 to November 2022. Ms. Gordon was appointed to that position after helping lead the merger between Bristow Group Inc. and Era Group Inc. She previously served as Era’s Senior Vice President, General Counsel and Chief Administrative Officer starting in January 2019. From 2011 through 2018, Ms. Gordon served as the Executive Vice President, General Counsel and Corporate Secretary of Air Methods Corporation, an emergency air medical company operating over 400 aircraft throughout the U.S. Prior to her appointment at Air Methods Corporation, she worked in private practice as a corporate and securities lawyer with Davis Graham & Stubbs LLP, in Denver, Colorado. She also held several compliance roles in the financial services industry prior to attending law school. Ms. Gordon earned her Bachelor of Science degree in Biology from Santa Clara University and a Juris Doctor degree from the University of Denver Sturm College of Law. Hayden Olson joined us at the close of Gogo’s acquisition of Satcom Direct in December 2024 as the Executive Vice President, General Manager, SD Government. Prior to joining Gogo Mr. Olson held the position of Senior Vice President and General Manager at Satcom Direct from 2021 to 2024. Before joining Satcom Direct, Mr. Olson held various leadership roles in Aerospace and Defense companies from 2005 – 2021, including Erickson Inc., where he served as Vice President and General Manager of Aerosystems from 2019 – 2021. Mr. Olson was also the founder of Olson Advisory Group, a strategic consulting business in the aerospace industry. Mr. Olson received his Bachelor of Science in Business from the University of Central Florida, and his Master of Business Administration from Rollins College, Crummer Graduate School of Business.
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| 20 | GOGO INC. | 2025 PROXY STATEMENT |
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Policies and Procedures for Related Person Transactions We have adopted a written related person transactions policy pursuant to which our executive officers, directors and principal stockholders, including their immediate family members, will not be permitted to enter into a related person transaction with us without the consent of our Audit Committee. Any proposed transaction between the Company and an executive officer, director, principal stockholder or any of such persons’ immediate family members, in which the amount involved exceeds $120,000, must be presented to our Audit Committee for review, consideration and approval. Our directors, executive officers and employees are required to report any proposed related person transaction to our Audit Committee. In approving or rejecting the proposed transaction, our Audit Committee will take into account, among other factors it deems appropriate, whether the proposed related person transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances, the extent of the related person’s interest in the transaction and, if applicable, the impact on a director’s independence. Under the policy, if we discover any related person transaction that has not been properly approved, our Audit Committee will be notified and will determine the appropriate action, including ratification, rescission or amendment of the transaction. Related Person Transactions Exchange Transaction On April 1, 2021, we entered into an exchange agreement (the “Exchange Agreement”) with Silver (XII) Holdings, LLC (“GTCR”), an entity affiliated with Mark Anderson, pursuant to which GTCR agreed to exchange $105,726,000 aggregate principal amount of the Company’s 6.00% Convertible Senior Notes due 2022 (the “2022 Convertible Notes”) beneficially owned by GTCR for 19,064,529 shares of the Company’s common stock. Pursuant to the terms of the Exchange Agreement, GTCR has the right to designate one director for election to the Board and to have one Board observer, until GTCR ceases to own at least 40% of the shares of common stock held by GTCR immediately following consummation of the transactions contemplated by the Exchange Agreement (the “Board Fall-Away Date”). In the event the director designated by GTCR is not elected at any meeting of our stockholders to approve such designee, the Board will fill a vacancy, or increase the number of directorships of the Board to create a vacancy that the Board will fill, with GTCR’s designated nominee, provided that we have no obligation to appoint a particular designee if such individual has previously been nominated for election, but was not elected as a director at any meeting of our stockholders. Upon the Board Fall-Away Date, GTCR’s director designee would be required to tender his resignation from the Board, which resignation would be contingent upon the Board’s acceptance. GTCR has designated Mark Anderson to serve on the Board. At any time that GTCR does not have a director designee serving on the Board, it would no longer be entitled to an observer on the Board. Registration Rights Agreement On December 31, 2009, we entered into a registration rights agreement with certain of our stockholders, including certain entities affiliated with Oakleigh Thorne and Charles Townsend (as amended to date, the “Registration Rights Agreement”). The registration of shares of our common stock pursuant to the exercise of registration rights would enable the holders to trade these shares without restriction under the Securities Act, when the applicable registration statement is declared effective. The demand and piggyback registration rights commenced 180 days after the closing of our initial public offering on June 26, 2013 and continue perpetually. We are not required to effect more than two demand registrations in any twelve-month period or any demand registration within 180 days following the date of effectiveness of any other registration statement. If the Board (or an authorized committee thereof), in its reasonable good faith judgment determines that the filing of a registration statement will materially affect a significant transaction or would force the Company to disclose confidential information which is adverse to the Company’s interest, then the Board may delay a required registration filing for periods of up to 90 days, so long as the periods do not aggregate to more than 120 days in a twelve-month period. Generally, in an underwritten offering, the managing underwriter has the right, subject to specified conditions, to limit the number of shares such holders may include. We will pay the registration expenses, other than underwriting discounts and commissions and certain counsel or advisor fees as described therein, of the shares registered pursuant to the demand and piggyback registrations described below. Demand Registration Rights. Under the terms of the Registration Rights Agreement, stockholders that are a party to the agreement may, under certain circumstances and provided they meet certain thresholds described in the Registration Rights Agreement, make a written request to us for the registration of the offer and sale of all or part of the shares subject
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| 2025 PROXY STATEMENT | GOGO INC. | 21 |
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to such registration rights (the “Registrable Securities”). If we are eligible to file a registration statement on Form S-3 or any successor form with similar “short-form” disclosure requirements, the holders of Registrable Securities may make a written request to us for the registration of the offer and sale of all or part of the Registrable Securities provided that the Registrable Securities to be registered under such short-form registration have an aggregate market value, based upon the offering price to the public, equal to at least $15.0 million. Piggyback Registration Rights. If we register the offer and sale of any of our securities (other than a registration statement relating to an initial public offering or on Form S-4 or S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of the Company pursuant to any employee benefit plan, respectively) either on our behalf or on the behalf of other security holders, the holders of the Registrable Securities under the Registration Rights Agreement are entitled to include their Registrable Securities in the registration, subject to certain exceptions relating to “block trades” effectuated pursuant to the terms of the GTCR Registration Rights Agreement (as defined below). The managing underwriters of any underwritten offering may limit the number of Registrable Securities included in the underwritten offering if the underwriters believe that including these shares would have a materially adverse effect on the offering. If the number of Registrable Securities is limited by the managing underwriters, the securities to be included first in the registration will depend on whether we or certain holders of our securities initiate the piggyback registration. If we initiate the piggyback registration, we are required to include in the offering (i) first, the securities we propose to sell and (ii) second, the securities all selling security holders propose to sell (including holders of Registrable Securities and GTCR Registrable Securities (as defined below)), pro rata, on the basis of the number of securities owned by each such holder. If a holder of GTCR Registrable Securities initiates the piggyback registration in connection with an underwritten offering, it is required to include in the offering (i) first, the GTCR Registrable Securities the holders thereof propose to sell, (ii) second, the Registrable Securities the holders thereof propose to be included in such registration, pro rata, on the basis of the number of Registrable Securities owned by each such holder, and (iii) third, the securities we propose to sell. If a holder, other than a holder of Registrable Securities or GTCR Registrable Securities, initiates the piggyback registration in connection with an underwritten offering, it is required to include in the offering (i) first, the securities all selling security holders propose to sell (including holders of Registrable Securities and GTCR Registrable Securities), pro rata, on the basis of the number of securities owned by each such holder, and (ii) second, the securities we propose to sell. GTCR Registration Rights Agreement On April 9, 2021, and in connection with the Exchange Agreement, we entered into a registration rights agreement (as amended to date, the “GTCR Registration Rights Agreement”) with GTCR and Silver (Equity) Holdings, LP (“Silver Equity” and, together with GTCR, the “GTCR Affiliates”), which are entities affiliated with our director, Mark Anderson. The registration of shares of our common stock pursuant to the exercise of registration rights would enable GTCR or its permitted assignees to trade these shares without restriction under the Securities Act, when the applicable registration statement is declared effective. We will pay the registration expenses, other than underwriting discounts and commissions and certain counsel or advisor fees as described therein, of the shares registered pursuant to the demand and piggyback registrations. Demand Registration Rights. Under the terms of the GTCR Registration Rights Agreement, the stockholders that are party to the agreement may, under certain circumstances, make or be deemed to have made a written request to us for the registration of the offer and sale of all or part of the shares subject to such registration rights (the “GTCR Registrable Securities”). In addition, we are required to file a shelf registration statement on Form S-3 (or, if not then available to the Company, a Form S-1) (a “Shelf Registration Statement”) providing for the registration of, and the sale or distribution from time to time on a continuous or delayed basis of, the GTCR Registrable Securities. The holders of the GTCR Registrable Securities and their permitted assignees have the right to an unlimited number of take-downs from any Shelf Registration Statement, subject to a maximum of three underwritten take-downs over any 12-month period and each such take-down being for a minimum of $50.0 million in gross proceeds (except no minimum will apply if such offering is for all of the remaining GTCR Registrable Securities), in each case, subject to customary black-out and suspension periods. Piggyback Registration Rights. If we register the offer and sale of any of our securities (other than a registration statement relating to an initial public offering or on Form S-4 or S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of the Company pursuant to any employee benefit plan, respectively) either on our behalf or on the behalf of other security holders, the holders of GTCR Registrable
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| 22 | GOGO INC. | 2025 PROXY STATEMENT |
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Securities and their permitted assignees are entitled to include the GTCR Registrable Securities in the registration, subject to certain exceptions relating to “block trades” effectuated by stockholders party to the Registration Rights Agreement. The managing underwriters of any underwritten offering may limit the number of GTCR Registrable Securities included in the underwritten offering if the underwriters believe that including these shares would have a materially adverse effect on the offering. If the number of GTCR Registrable Securities is limited by the managing underwriters, the securities to be included first in the registration will depend on whether we or certain holders of our securities initiate the piggyback registration. If we initiate the piggyback registration, we are required to include in the offering (i) first, the securities we propose to sell, (ii) second, the Registrable Securities and GTCR Registrable Securities the holders thereof propose to sell, pro rata, on the basis of the number of securities owned by each such holder and (iii) third, the securities other holders, other than holders of Registrable Securities and GTCR Registrable Securities the holders thereof propose to sell, pro rata, on the basis of the number of securities owned by each such holder. If a holder of Registrable Securities initiates the piggyback registration in connection with an underwritten offering, it is required to include in the offering (i) first, the Registrable Securities the initiating holders thereof propose to sell, (ii) second, the Registrable Securities the non-initiating holders thereof propose to sell, pro rata, on the basis of the number of Registrable Securities owned by each such holder, (iii) third, the GTCR Registrable Securities the holders thereof propose to sell, pro rata, on the basis of the number of GTCR Registrable Securities owned by each such holder, (iv) fourth, the securities we propose to sell and (v) fifth, the securities other holders, other than holders of the Registrable Securities and GTCR Registrable Securities, propose to sell, pro rata, on the basis of the number of securities owned by each such holder. If a holder, other than a holder of Registrable Securities or GTCR Registrable Securities, initiates the piggyback registration in connection with an underwritten offering, it is required to include in the offering (i) first, the securities all selling security holders propose to sell (including holders of Registrable Securities and GTCR Registrable Securities), pro rata, on the basis of the number of securities owned by each such holder, and (ii) second, the securities we propose to sell.
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| 2025 PROXY STATEMENT | GOGO INC. | 23 |
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The following table indicates information as of April 22, 2025 regarding the beneficial ownership of our common stock by:
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| • | each person, or group of persons, who is known to beneficially own more than 5% of any class of our common stock; |
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| • | each of our current directors (including those not nominated for reelection at the Annual Meeting); |
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| • | each of the named executive officers, as defined in “Compensation Discussion and Analysis”; and |
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| • | all of our current directors and current executive officers as a group. |
Crystal L. Gordon
In accordance with SEC rules, beneficial ownership includes sole or shared voting or investment power with respect to securities and includes the shares issuable pursuant to stock options that are exercisable and/or time-vesting restricted stock units (“RSUs”) that vest (i) within 60 days of the determination date, which in the case of the following table is April 22, 2025 or (ii) in the case of directors or executive officers, upon termination of service other than for death, disability or involuntary termination. Shares issuable pursuant to those stock options or underlying other equity awards, including RSUs, are deemed outstanding for computing the percentage of the person holding such options but are not deemed outstanding for computing the percentage of any other person. Under these rules, more than one person may be a deemed beneficial owner of the same securities and a person may be deemed a beneficial owner of securities in which such person has no economic interest. Unless otherwise indicated, the persons or entities identified in this table have sole voting and investment power with respect to all shares shown as beneficially owned by them, subject to applicable community property laws. The percentage of beneficial ownership is based on 132,245,584 shares of our common stock outstanding as of April 22, 2025. Except as otherwise noted below, the address for each person listed on the table is c/o Gogo Inc., 105 Edgeview Dr., Suite 300, Broomfield, Colorado 80021.
Crystal L. Gordon
| What We Do | | | | Pay a significant portion of compensation in long-term incentive-based equity awards. | | | Incorporate a variety of challenging corporate performance measures in our cash bonus plan. | | | Conduct an annual risk assessment of our compensation practices. | | | Engage an independent compensation consultant to support and advise us. | | | Require executive officers to adhere to stock ownership guidelines. | | | Maintain a “claw-back” policy in compliance with Nasdaq rules. |
Crystal L. Gordon
| Element | Purpose | | Annual salary: our short-term element of compensation, which is paid bi-weekly. | Provide a predictable annual income at a level consistent with the individual contributions of each of our executive officers. | | Annual cash bonuses: our medium-term element of compensation, which are paid annually to our executive officers subject to the achievement of challenging, pre-set performance metrics. | Link our executive officers’ compensation to the Company’s overall annual performance. | | Long-term equity awards: our long-term element of compensation, which are typically granted every year. | Promote long-term leadership and align the interests of our executive officers with those of our stockholders, while also assisting us (via vesting schedules) to retain our executive officers as they oversee key business objectives. |
Crystal L. Gordon
| • | Stockholder alignment: Emphasize incentive pay with a focus on equity compensation, thus aligning the interests of our executives with those of our stockholders. |
Crystal L. Gordon
| • | Pay for performance: Align executive compensation elements with both short-term and long-term Company performance. |
Crystal L. Gordon
| • | Competitive compensation: Set executive compensation at levels competitive with peer companies and consistent with market practice. |
Crystal L. Gordon
Role of our Peer Companies and Competitive Positioning. As part of its review of executive compensation for 2024, the Compensation Committee reviewed the executive compensation arrangements at peer group companies. In general, the Compensation Committee does not target compensation to any peer group percentile data, but instead uses peer group data to evaluate total compensation opportunities for the NEOs at levels that fairly compensate them and are competitive with executives in similar positions with similar responsibilities at comparable companies. For 2024, the Compensation Committee with the assistance of CSI as independent compensation consultant, confirmed the prior year’s peer group. As in the prior year, the 2024 peer group included companies in the Internet software and services, communications and satellite industries based on specific financial criteria, including, but not limited to, revenue and market capitalization. The 2024 peer group was composed of the following companies:
Crystal L. Gordon
Using this peer group (after applying a regression analysis to size-adjust compensation levels to a company with annual revenues equal to the Company’s), CSI provided the Compensation Committee with comparative assessments for our NEOs’ base salaries, target bonuses, long-term equity compensation and total compensation. The Compensation Committee then reviewed this data to evaluate whether our NEOs’ compensation was within a reasonably competitive range, fair for the services rendered, and reflective of their experience and scope of responsibilities, as well as to help set their 2024 compensation. Role of our Stockholders. The Compensation Committee is committed to regularly reviewing, assessing and, when appropriate, adjusting the Company’s compensation programs based on feedback from our stockholders. The Compensation Committee also considers the outcome of stockholder advisory votes on executive compensation, or “say-on-pay” votes, when making decisions relating to our executive compensation programs. At our 2024 annual meeting of stockholders, approximately 99% of the stockholders who voted on “say-on-pay” voted in favor. The Compensation Committee believes that the voting results conveyed continued support for the philosophy, strategy and objectives of our executive compensation program, and thus determined that no significant changes to our regular compensation program were warranted in 2024 or 2025. Elements of Compensation for 2024 Base Salary We provide a base salary to our NEOs to compensate them in cash at a fixed amount for services rendered on a day-to-day basis during the year. We strive to set base salaries at levels that are competitive with companies included in our peer group for executive officers in similar positions with similar responsibilities. The base salaries of our NEOs are reviewed annually and adjusted when appropriate to reflect individual roles and performance as well as market conditions. In 2024, each of our NEOs received the base salary set forth in “Executive Compensation Tables—Summary Compensation Table” under “Salary.” Each of our NEOs is party to an employment agreement, and pursuant to the terms of each employment agreement, the base salaries are reviewed at least annually. In March 2024, the Compensation Committee maintained the previously reported base salaries of Mr. Aguirre at $440,000 and Ms. Betjemann at $400,000. At that time,
Crystal L. Gordon
the Board also determined to increase Ms. Gordon’s base salary from $370,000 to $445,000, to further align with market pay practices and to reflect the additional responsibilities added in connection with her appointment as the Company’s Chief Administrative Officer. In addition, due to the compensation benchmarking performed for the Company’s new executive team in connection with the Satcom Direct acquisition, the Board increased Ms. Gordon’s base salary from $445,000 to $475,000 effective as of the Satcom Closing Date. The salary shown for Ms. Gordon in the Summary Compensation Table for 2024 thus reflects her prorated salary based on these two mid-year increases. Mr. Thorne’s 2024 base salary was kept at $700,000, and remained unchanged for the remainder of 2024 following his transition to Executive Chair as of the Satcom Closing Date. Additionally, the 2024 base salaries for Messrs. Moore, Cotner and Olson, who joined the Company on the Satcom Closing Date, were set at $850,000, $465,000 and $325,000 respectively. Annual Cash Bonuses We maintain an annual cash bonus plan for our NEOs, among other employees, under which we grant performance-based cash bonuses. These bonus grants are intended to motivate our NEOs to focus on specific performance measures chosen by the Compensation Committee and to reward them for their achievements against these measures. We utilize the same NEO performance measures for other bonus eligible employees within the Company. The Compensation Committee selects performance measures that are aligned with our financial and strategic goals to incentivize the achievement of objectives that it believes will improve both short-term and long-term stockholder value. In determining our NEOs’ yearly target bonuses, which are a percentage of base salary, the Compensation Committee considers various factors, including market data from our peer group and the NEOs’ individual responsibilities and performance, and abides by the minimum target bonus percentages set forth in our NEOs’ employment agreements. In March 2024, the Compensation Committee determined to leave unchanged the target bonuses for our NEOs in the prior year, with Mr. Aguirre at 80%, Ms. Betjemann at 70% and Mr. Thorne at 100%, in each case, of base salary. Ms. Gordon’s target bonus increased from 75% to 80% of base salary in connection with the closing of the Satcom Direct acquisition. Messrs. Moore, Cotner and Olson did not participate in the 2024 bonus plan because they joined the Company in December 2024. For information regarding the portion of their retention bonuses earned in 2024, see “Compensation Discussion and Analysis—Satcom Direct Executive Officers Sign-on Awards—Retention Bonuses.” In February 2024, the Compensation Committee approved the Company’s 2024 bonus plan, with bonuses to be determined based on two financial objectives and four other strategic objectives considered by the Compensation Committee as important drivers of growth. The target goals under each of these objectives (each weighted equally at 16.67% of target bonus) were as follows:
Crystal L. Gordon
Committee also considered share usage over time, or “burn rate,” of all employee equity grants in 2024, in order to employ maximum efficiency in share usage under the equity compensation program while maximizing the retention and incentive elements of the awards. The Compensation Committee determined, as in recent years, not to grant any stock options, due to prior experiences with “underwater” stock options, which adversely impacted the effectiveness of options as an incentive device for the Company. For further information regarding the RSU grants to our NEOs as part of our regular compensation program, see “Executive Compensation Tables—Summary Compensation Table” and “Executive Compensation Tables—Grants of Plan-Based Awards.” Messrs. Moore, Cotner and Olson did not receive regular annual equity grants in 2024, because they joined the Company in December 2024 outside of our annual executive grant cycle. For information regarding these new NEOs’ one-time inducement equity awards in 2024, see “Compensation Discussion and Analysis—Satcom Direct Executive Officers Sign-on Awards—Inducement Awards.” Satcom Direct Executive Officers Sign-on Awards In connection with the Satcom Direct acquisition, we made certain sign-on cash and equity awards to each of Messrs. Moore, Cotner and Olson included in their executive employment compensation agreements with us. These awards were made as material inducements to their joining the Company, which we viewed as critical to the continued success of the Satcom Direct business and integration into the Company, the creation of synergies between the Satcom Direct business and our legacy Gogo BA business, and the resulting potential for increasing long-term stockholder value. Retention Bonuses Each of Messrs. Moore, Cotner and Olson received cash retention bonuses (the “Retention Bonuses”) of $6,000,000, $4,000,000 and $1,500,000, respectively. Each Retention Bonus vested one-third on the Satcom Closing Date, and will vest one-third on each anniversary thereafter, in each case, subject to the recipient’s continued employment through the applicable vesting date. For more information, see “Executive Compensation Tables—Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table—Employment and Other Agreements.” The Retention Bonuses were initially payable to Messrs. Moore, Cotner, and Olson pursuant to the terms of Satcom Direct’s change in control plan. The Company assumed these payments in consideration of the seller completing certain pre-closing tax-related transactions, and, as reflected in the vesting terms, Messrs. Moore, Cotner, and Olson agreed as part of their employment arrangements to receive such payments over a period of two years following, rather than immediately upon, the Satcom Closing Date. Inducement Awards Each of Messrs. Moore, Cotner and Olson were granted certain inducement awards pursuant to Nasdaq Rule 5635(c)(4) (the “Inducement Awards”), intended to create an alignment of interests between them and our stockholders and promote their retention. The Inducement Awards included the following grants: for Mr. Moore, a target amount of 1,000,000 performance-vesting restricted stock units (“PSUs”) and 1,000,000 RSUs; for Mr. Cotner, a target amount of 50,000 PSUs and 50,000 RSUs; and for Mr. Olson, 25,000 RSUs. We determined that it was important to grant a significant portion of the Inducement Awards to Messrs. Moore and Cotner as performance-based equity closely linked to our stock price performance, while also including a retention-based equity component that would complement the cash Retention Bonuses and enable the new NEOs to begin building their equity in our Company. The PSUs are divided into two equal tranches. The first tranche will vest, subject to continued employment, on the earlier of (i) the date on which the average closing price of the common stock is at least $20.00 per share for a period of 90 consecutive trading days after May 3, 2025, the six-month anniversary of the Satcom Closing Date, and (ii) the date on which the Company consummates a change in control where the price per share of Common Stock in connection with such change in control (the “Change in Control Price”) is at least $20.00 per share. The second tranche will vest, subject to continued employment, on the earlier of (i) the date on which the average closing price of the common stock is at least $25.00 per share for a period of 90 consecutive trading days following May 3, 2025, and (ii) the date on which the Company consummates a change in control pursuant to which the Change in Control Price is at least $25.00 per share. The RSUs will vest in equal annual installments, subject to continued employment, over five years starting on the first anniversary of the grant date. Vesting of the RSUs and, in select cases, the PSUs may be accelerated only upon the occurrence of limited employment termination and change in control events. For more information, see “Executive Compensation Tables—Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table—Employment and Other Agreements—Inducement Awards.”
Crystal L. Gordon
As of December 31, 2024, each of our current executive officers had met or was on track to comply with the stock ownership requirements within three years from their respective appointments. Anti-Hedging and Anti-Pledging Policies. Pursuant to our Insider Trading Policy, insiders are prohibited from engaging in any transaction that would have the effect of hedging the economic risk of ownership of their Company stock. Insiders are also prohibited from holding any Company stock in a margin account, borrowing against any account in which Company stock is held, or pledging Company stock as collateral for a loan, unless such transactions are cleared in advance by the Company and the insider making such request can demonstrate compliance with certain rigorous conditions as outlined in our Insider Trading Policy (the Company sparingly permits this exception). For more information on our Insider Trading Policy, see “Other Information for Stockholders—Insider Trading Policy.” Equity Grant Procedures. The Compensation Committee approves equity awards for our NEOs on or before the date of grant, and it has been the Compensation Committee’s general practice to approve annual equity awards in March of each year. On occasion, equity awards may be granted outside of our annual grant cycle for new hires, promotions, retention, or other purposes. Generally, the date of grant for equity awarded to our named executive officers is when the Company has no material non-public information. The Company does not permit the timed disclosure of material non-public information for the purpose of affecting the value of executive compensation. Claw-back Policy. The Compensation Committee maintains a claw-back policy as required by the Nasdaq rules. Our claw-back policy covers each of our current and former executive officers. The policy provides that, subject to the limited exemptions provided by the Nasdaq rules, if the Company is required to restate its financial results due to material noncompliance with financial reporting requirements under the securities laws, the Compensation Committee must reasonably promptly seek recovery of any cash- or equity-based incentive compensation (including vested and unvested equity) paid or awarded to the covered individual, to the extent that the compensation (i) was based on erroneous financial data and (ii) exceeded what would have been paid to the executive officer under the restatement. Recovery applies to any such excess cash- or equity-based bonus/other incentive compensation received by any covered individual, while he/she was an executive officer, on or after October 2, 2023 during the three completed fiscal years immediately preceding the date on which the Company determines an accounting statement is required. For more information, see the full text of our claw-back policy, which is filed as an exhibit to our 2024 Form 10-K. Tax and Accounting Considerations Tax Deductibility. Our Board has considered the potential future effects of Section 162(m) of the Code on the deductibility of executive compensation paid to our NEOs. Beginning in 2018, due to reforms to Section 162(m), we generally expect that compensation paid to each of our NEOs in excess of $1 million is nondeductible, whether or not it is performance-based. The Compensation Committee intends to continue to maintain flexibility and the ability to pay competitive compensation by not requiring all compensation to be deductible. We expect our income tax expense to increase in future periods to the extent we generate pre-tax income, and we also expect to be able to use net operating losses and other deferred tax attributes to offset a significant portion of our future cash income taxes. No Tax Gross-ups. We do not provide tax gross-ups to our NEOs under Sections 280G and 4999 of the Code. 2025 Compensation Program In the first quarter of fiscal 2025, the Compensation Committee conducted its annual executive compensation review and approved the compensation of our executive officers for the year. The Compensation Committee considered, among other factors, our corporate performance, our executive officers’ individual performance, market data provided by our independent compensation consultant CSI, our strategic plans for growth and expansion, and the importance of integrating our Satcom Direct business and setting up the new members of our executive team for success. The Compensation Committee did not increase salaries in fiscal 2025 for Messrs. Moore, Cotner, Gordon, Olson and Thorne, and granted each of the NEOs continuing in office for 2025 a target bonus with the percentage of base salary set forth in the NEO’s employment agreement. As part of the regular annual equity compensation program, the Compensation Committee made initial annual grants for fiscal 2025 to Messrs. Moore, Cotner and Olson of $5,000,000, $1,500,000 and $400,000, respectively, which it sized based on benchmarking against our peer group companies, their executive responsibilities, and the importance of keeping most of their pay at risk and tied directly to the enhancement stockholder value, and raised
Crystal L. Gordon
Ms. Gordon’s annual equity grant to $1,300,000, based on her increasing responsibilities as Chief Administrative Officer, significant role in the Satcom Direct acquisition and integration and the other factors described for the other NEOs above. As previewed in our prior disclosures, Mr. Thorne received a grant of $2,500,000, pursuant to his employment agreement described in “Executive Compensation Tables—Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table—Employment and Other Agreements—Oakleigh Thorne.” The Compensation Committee also considered the value of the Inducement Awards made in connection with the closing of the Satcom Direct acquisition, and determined that there should be a material decrease in the aggregate grant date fair value for all NEOs compared to 2024, with the aggregate value to all NEOs in 2025 falling to 55% of that in 2024, and the value of Mr. Moore’s equity grant falling to 31% of that in 2024. The 2025 equity grants were 100% in the form of RSUs, in order to empower the NEOs to continue accumulating meaningful ownership in the Company that will further align their interests with stockholders’ and ensure their compliance with our stock ownership guidelines, as well as to give the Compensation Committee and management sufficient time to consider appropriate corporate performance metrics and targets while the Company integrates the Satcom Direct business. The RSUs vest equally over four years starting on the first anniversary of grant, except for Mr. Thorne’s RSUs, which vest in full at the termination of his employment agreement on December 31, 2025, subject to continued employment through such date.
The Compensation Committee
| Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Option Awards ($)(4) | Non-Equity Incentive Plan Compensation ($)(5) | All Other Compensation ($)(6) | Total ($) | | Christopher Moore Chief Executive Officer | 2024 | 65,027 | 2,000,000 | 16,010,000 | — | — | — | 18,075,027 | | Zachary Cotner Executive Vice President and Chief Financial Officer | 2024 | 35,574 | 1,333,333 | 800,500 | — | — | 572 | 2,169,979 | | Sergio Aguirre Former President and Chief Operating Officer | 2024 | 449,918 | — | 1,710,189 | 25,520 | 351,548 | 7,159 | 2,544,334 | | | 2023 | 428,462 | — | 999,999 | — | 174,109 | 4,077 | 1,606,417 | | | 2022 | 392,885 | — | 1,089,994 | — | 372,256 | 8,792 | 1,863,927 | | Crystal Gordon Executive Vice President. General Counsel, Chief Administrative Officer and Secretary | 2024 | 431,134 | 200,000 | 596,148 | — | 317,427 | 6,303 | 1,551,012 | | | 2023 | 370,001 | 300,000 | 699,996 | — | 140,407 | 13,200 | 1,523,604 | | Hayden Olson Executive Vice President, General Manager, SD Government | 2024 | 24,863 | 500,000 | 202,500 | — | — | 400 | 727,763 | | Oakleigh Thorne Executive Chair and Former Chief Executive Officer | 2024 | 700,000 | — | 1,899,996 | — | 683,690 | — | 3,283,686 | | | 2023 | 700,000 | — | 2,499,997 | — | 354,179 | — | 3,554,176 | | | 2022 | 700,001 | — | 1,700,009 | — | 840,000 | — | 3,240,010 | | Jessica Betjemann Former Executive Vice President and Chief Financial Officer | 2024 | 378,623 | — | 1,397,778 | 7,134 | 278,871 | 24,723 | 2,087,129 | | | 2023 | 382,693 | — | 699,996 | — | 129,270 | 5,548 | 1,217,507 | | | 2022 | 317,885 | — | 325,006 | — | 191,301 | 11,803 | 845,995 |
The Compensation Committee
| Year | Summary Compensation Table Total for PEO 1 ($)(1) | Compensation Actually Paid to PEO 1 ($)(3) | Summary Compensation Table Total for PEO 2 ($)(1) | Compensation Actually Paid to PEO 2 ($)(3) | Average Summary Compensation Table Total for non-PEO NEOs ($)(2) | Average Compensation Actually Paid to non-PEO NEOs ($)(2)(3) | Value of Initial Fixed $100 Investment Based On ($)(4) | | Net Income (in thousands, $) | Free Cash Flow (in thousands, $)(5) | | | | | | | | | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($) | | | | 2024 | 3,283,686 | 1,392,978 | 18,075,027 | 18,063,027 | 1,816,043 | 1,182,569 | 126.41 | 149.37 | 13,746 | $41,942 | | 2023 | 3,554,176 | 2,886,305 | — | — | 1,656,236 | 1,415,337 | 158.28 | 137.42 | 145,678 | $82,687 | | 2022 | 3,240,010 | 4,727,482 | — | — | 1,307,227 | 1,689,362 | 230.63 | 118.41 | 92,059 | $57,783 | | 2021 | 3,345,530 | 7,894,819 | — | — | 1,387,517 | 2,985,854 | 211.41 | 141.13 | 152,735 | $49,408 | | 2020 | 3,139,347 | 8,427,896 | — | — | 1,570,336 | 3,592,844 | 150.47 | 111.29 | (250,036) | ($4,477) |
The Compensation Committee
| | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(2) | Total ($) | | Michael Abad-Santos | 50,000 | 189,986 | 239,986 | | Mark Anderson | 50,000 | 189,985 | 239,985 | | Robert L. Crandall | 50,000 | 189,985 | 239,985 | | Hugh W. Jones | 65,000 | 189,986 | 254,986 | | Monte M. Koch(3) | 22,774 | 86,534 | 109,308 | | Michele Coleman Mayes | 60,000 | 189,979 | 249,979 | | Christopher D. Payne | 50,000 | 189,985 | 239,985 | | Charles C. Townsend | 50,000 | 189,985 | 239,985 | | Harris N. Williams | 70,000 | 189,986 | 259,986 |
The Compensation Committee
| (1) Messrs. Crandall, Payne, Townsend and Anderson elected to defer the cash portion of their annual retainer. Ms. Mayes elected to defer a portion of her annual retainer. The number of deferred share units they received and the grant date fair value of the deferred share units are included in the table below, together with the regular equity portion of their annual retainers. |
The Compensation Committee
| (2) The amounts reported in this column are valued based on the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. See Note 14, “Stock-Based Compensation and 401(k) Plan,” to the Consolidated Financial Statements included in our 2024 Form 10-K, which is incorporated by reference herein, for a discussion of the relevant assumptions used in calculating these amounts. The following table sets forth, by grant date, the grant date fair value of each award with respect to service as a director in 2024. |
The Compensation Committee
| (3) Mr. Koch joined the Board effective July 17, 2024, and his compensation was prorated accordingly. |
The Compensation Committee
| 56 | GOGO INC. | 2025 PROXY STATEMENT |
The Compensation Committee
| Name | Grant Date | Number of Deferred Share Units (#) | Grant Date Fair Value of Deferred Share Units ($) | | Michael Abad Santos | 3/31/2024 | 5,410 | 47,500 | | | 6/30/2024 | 4,937 | 47,496 | | | 9/30/2024 | 6,615 | 47,494 | | | 12/31/2024 | 5,871 | 47,496 | | Mark Anderson | 3/31/2024 | 6,833 | 59,994 | | | 6/30/2024 | 6,237 | 59,996 | | | 9/30/2024 | 8,356 | 60,000 | | | 12/31/2024 | 7,416 | 59,995 | | Robert L. Crandall | 3/31/2024 | 6,833 | 59,994 | | | 6/30/2024 | 6,237 | 59,996 | | | 9/30/2024 | 8,356 | 60,000 | | | 12/31/2024 | 7,416 | 59,995 | | Hugh W. Jones | 3/31/2024 | 5,410 | 47,500 | | | 6/30/2024 | 4,937 | 47,496 | | | 9/30/2024 | 6,615 | 47,494 | | | 12/31/2024 | 5,871 | 47,496 | | Monte M. Koch | 3/31/2024 | — | — | | | 6/30/2024 | — | — | | | 9/30/2024 | 5,437 | 39,038 | | | 12/31/2024 | 5,871 | 47,496 | | Michele Coleman Mayes | 3/31/2024 | 5,694 | 49,993 | | | 6/30/2024 | 5,197 | 49,994 | | | 9/30/2024 | 6,963 | 49,995 | | | 12/31/2024 | 6,180 | 49,996 | | Christopher D. Payne | 3/31/2024 | 6,833 | 59,994 | | | 6/30/2024 | 6,237 | 59,996 | | | 9/30/2024 | 8,356 | 60,000 | | | 12/31/2024 | 7,416 | 59,995 | | Charles C. Townsend | 3/31/2024 | 6,833 | 59,994 | | | 6/30/2024 | 6,237 | 59,996 | | | 9/30/2024 | 8,356 | 60,000 | | | 12/31/2024 | 7,416 | 59,995 | | Harris N. Williams | 3/31/2024 | 5,410 | 47,500 | | | 6/30/2024 | 4,937 | 47,496 | | | 9/30/2024 | 6,615 | 47,494 | | | 12/31/2024 | 5,871 | 47,496 |
The Compensation Committee
| 2025 PROXY STATEMENT | GOGO INC. | 57 |
The Compensation Committee
The following table shows the aggregate number of deferred share units and options held by our directors as of December 31, 2024.
The Compensation Committee
| Name | Number of Deferred Share Units | Number of Stock Options | | Michael Abad-Santos | 33,492 | — | | Mark Anderson | 73,799 | — | | Robert L. Crandall | 193,765 | 150,454 | | Hugh W. Jones | 132,681 | 117,382 | | Monte M. Koch | 11,308 | — | | Michele Coleman Mayes | 177,003 | 123,660 | | Christopher D. Payne | 176,564 | 150,454 | | Charles C. Townsend | 191,021 | 150,454 | | Harris N. Williams | 144,162 | 144,176 |
The Compensation Committee
| 58 | GOGO INC. | 2025 PROXY STATEMENT |
The Compensation Committee
Audit Matters Audit Committee Report The Audit Committee of our Board is responsible for, among other things, reviewing with Deloitte & Touche LLP, our independent registered public accounting firm, the scope and results of their audit engagement. In 2024, the Audit Committee was composed of Harris Williams (Chair), Michael Abad-Santos, Hugh Jones and Michele Mayes. In connection with the 2024 audit, the Audit Committee:
The Compensation Committee
| • | Reviewed and discussed with management the Company’s audited financial statements; |
The Compensation Committee
| • | Discussed with Deloitte & Touche LLP the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board; and |
The Compensation Committee
| • | Received from and discussed with Deloitte & Touche LLP the communications from Deloitte & Touche LLP required by the Public Company Accounting Oversight Board regarding their independence. |
The Compensation Committee
Based on the review and the discussions described in the preceding bullet points, the Audit Committee recommended to the Board that the audited financial statements and management’s report on internal controls over financial reporting be included in our Annual Report on Form10-K for the year ended December 31, 2024, for filing with the Securities and Exchange Commission. The Audit Committee has adopted a charter and a process for pre-approving services to be provided by Deloitte & Touche LLP. The members of the Audit Committee have been determined to be independent in accordance with the requirements of Section 5605(c) of the Nasdaq Stock Market listing standards and the requirements of Section 10A(m)(3) of the Exchange Act. The Audit Committee: Harris N. Williams (Chair) Michael Abad-Santos Hugh W. Jones Michele Coleman Mayes
The Compensation Committee
| 2025 PROXY STATEMENT | GOGO INC. | 59 |
The Compensation Committee
AUDIT MATTERS Pre-approval of Independent Auditor Services The Audit Committee pre-approves all audit, audit-related, tax, and other services performed by the independent auditors. The Audit Committee pre-approves specific categories of services up to pre-established fee thresholds. Unless the type of service has previously been pre-approved, the Audit Committee must approve that specific service before the independent auditors may perform it. In addition, separate approval is required if the fees for any pre-approved category of service exceed the fee thresholds established by the Audit Committee. The Audit Committee may delegate to Mr. Harris Williams or any other independent chair of the Audit Committee pre-approval authority with respect to permitted services, provided that the chair must report any pre-approval decisions to the Audit Committee at its next scheduled meeting. All fees described below were pre-approved by the Audit Committee. Independent Registered Public Accounting Firm Fees The following table presents the Company’s fees for services performed by its independent registered public accounting firm, Deloitte & Touche LLP, and its affiliates, for the years ended December 31, 2024 and 2023.
The Compensation Committee
| | 2024 | 2023 | | Audit fees(1) | $3,897,644 | $1,832,196 | | Audit-related fees(2) | 90,000 | 5,685 | | Tax fees | 0 | 0 | | All other fees(3) | 75,685 | 0 | | Total | $4,063,329 | $1,837,881 |
The Compensation Committee
| (1) Audit fees principally include fees for services related to the audit of the Company’s financial statements and review of the Company’s quarterly financial information. The increase in 2024 was attributable primarily to our acquisition of Satcom Direct. |
The Compensation Committee
| (2) Audit-related fees for 2024 consist of fees for a system and organization controls 2 (“SOC 2”) examination. |
The Compensation Committee
| (3) All other fees for 2024 include subscription fees to an online accounting research tool and fees for internal control-related advisory services related to a SOC 2 report. |
The Compensation Committee
| 60 | GOGO INC. | 2025 PROXY STATEMENT |
The Compensation Committee
Election of Directors The Board has nominated the two persons named below for election as directors at the Annual Meeting to serve until the 2028 annual meeting or until their respective successors are duly elected and qualified. Each of the nominees for director is currently serving on the Board. Directors are elected by a plurality. Therefore, the two nominees who receive the highest number of “FOR” votes will be elected. Proxies cannot be voted for a greater number of persons than the number of nominees named. There is no cumulative voting. If any nominee for any reason is unable to serve or will not serve, proxies will be voted for such substitute nominee as the proxy holders may determine. If any nominee is unable to serve as a director, the Board by resolution may reduce the number of directors or choose a substitute nominee. The Company is not aware of any nominee who will be unable to or will not serve as a director. Nominees for Director
The Compensation Committee
| | Michael Abad-Santos Age: 52 Director Since: 2023 Independent: Yes | | Mark Anderson Age: 49 Director Since: 2021 Independent: Yes |
The Compensation Committee
For biographical information about the nominees for director, including information about their qualifications to serve as a director, see “Our Board of Directors and Corporate Governance—Class III Nominees.”