DEF 14A of Viasat Inc, Jul 26, 2024

DEF 14A of Viasat Inc

Filed Jul 26, 2024 · FY20240001193125-24-186197

Open on EDGAR

  1. Director Nominees: 3

    Director Nominees: 3

  2. Director Nominees: 3

    | • | John Stenbit (Independent) |

  3. Director Nominees: 3

    | • | Andrew Sukawaty (Independent) |

  4. Director Nominees: 3

    | • | Theresa Wise (Independent) |

  5. Risk Oversight

    | The Board | | | | | The Board is responsible for overseeing management in the execution of its responsibilities and for assessing the company’s approach to risk management. The Board exercises these responsibilities periodically as part of its meetings and also through the Board’s committees, each of which examines various components of enterprise risk as it pertains to the committee’s area of oversight. In addition, an overall review of risk is inherent in the Board’s consideration of the company’s long-term strategies and in the transactions and other matters presented to the Board, including capital expenditures, acquisitions and divestitures, and financial matters. | | | | | | •• | | | | Committees | | | | | The Audit Committee is responsible for reviewing the professional services provided by our independent registered public accounting firm, the independence of such independent registered public accounting firm from our management, and our annual and quarterly financial statements. | The Compensation and Human Resources Committee is responsible for designing and evaluating Viasat’s compensation plans, policies and programs, including the compensation of our executive officers. | The Nomination, Evaluation and Corporate Governance Committee is responsible for developing and recommending to the Board a set of corporate governance guidelines and principles, providing oversight of the process for the self-assessment by the Board and each of its committees, and reviewing and recommending nominees for election as directors and committee members. | The Banking and Finance Committee is responsible for overseeing certain aspects of corporate finance for the company, and reviewing and making recommendations to the Board about the company’s financial affairs and policies, including short and long-term financing plans, objectives and principles, borrowings or the issuance of debt and equity securities. | | | •• | | | | Management | | | | | Our senior management is responsible for assessing and managing the company’s various exposures to risk on a day-to-day basis, including the creation of appropriate risk management programs and policies. | | | |

  6. Election of Directors

    Election of Directors

  7. Overview

    Overview In accordance with our certificate of incorporation, we divide our Board of Directors into three classes, with each class consisting, as nearly as may be possible, of one-third of the total number of directors. We elect one class of directors to serve a three-year term at each annual meeting of stockholders. At this year’s annual meeting of stockholders, we will elect three Class I directors to hold office until the 2027 annual meeting. One of our existing Class I directors, Robert Johnson, will not be standing for re-election, and his seat will remain vacant at this time. At next year’s annual meeting of stockholders, we will elect three Class II directors to hold office until the 2028 annual meeting, and the following year, we will elect two Class III directors to hold office until the 2029 annual meeting. Thereafter, elections will continue in a similar manner at subsequent annual meetings. Each elected director will continue to serve until his or her successor is duly elected or appointed. The Board unanimously nominated John Stenbit, Andrew Sukawaty and Theresa Wise as Class I nominees for election to the Board. As discussed above under “Board Evaluation and Refreshment,” Mr. Sukawaty has been nominated for election pursuant to the Stockholders Agreement entered into in connection with the Inmarsat Acquisition as one of the designees of the Investor Sellers thereunder. Unless proxy cards are otherwise marked, the persons named as proxies will vote all proxies received “FOR” the election of Messrs. Stenbit and Sukawaty and Dr. Wise. If any director nominee is unable or unwilling to serve as a nominee at the time of the annual meeting, the persons named as proxies may vote either (1) for a substitute nominee designated by the present Board to fill the vacancy or (2) for the balance of the nominees, leaving a vacancy. Alternatively, the Board may reduce the size of the Board. The Board has no reason to believe that any of the nominees will be unable or unwilling to serve if elected as a director. The following table sets forth the age, the positions currently held with Viasat, the year in which the current term will expire, and the class of director of each nominee to be elected at the annual meeting or director whose term of office will extend beyond the annual meeting.

  8. Overview

    | Name | Age | Position with Viasat | Director Since | Term Expires | Class | | Mark Dankberg | 69 | Chairman of the Board and Chief Executive Officer | 1986 | 2026 | III | | Richard Baldridge | 66 | Director | 2016 | 2025 | II | | James Bridenstine | 49 | Director | 2021 | 2025 | II | | Sean Pak | 51 | Director (Lead Independent Director) | 2018 | 2025 | II | | John Stenbit | 84 | Director | 2004 | 2024 | I | | Andrew Sukawaty | 69 | Director | 2023 | 2024 | I | | Rajeev Suri | 56 | Director | 2023 | 2026 | III | | Theresa Wise | 57 | Director | 2020 | 2024 | I |

  9. Board Diversity Matrix

    Board Diversity Matrix

  10. As of July 26, 2024

    As of July 26, 2024 The following chart shows certain self-identified personal characteristics of our directors and nominees, in accordance with Nasdaq Listing Rule 5605(f).

  11. As of July 26, 2024

    | Total Number of Directors: 9 (1) | | | | | | Part I: Gender Identity | Female | Male | Non-Binary | Did Not Disclose Gender | | Directors | 1 | 8 (1) | — | — | | Part II: Demographic Background | | | | | | African American or Black | — | — | — | — | | Alaskan Native or Native American | — | 1 | — | — | | Asian | — | 2 | — | — | | Hispanic or Latinx | — | — | — | — | | Native Hawaiian or Pacific Islander | — | — | — | — | | White | 1 | 5 (1) | — | — | | Two or More Races or Ethnicities | — | — | — | — | | LGBTQ+ | — | | | | | Did Not Disclose Demographic Background | — | | | |

  12. As of July 26, 2024

    | (1) Includes Robert Johnson, who is a Class I director whose term expires at this year’s annual meeting of stockholders and who is not standing for re-election. |

  13. Class I Directors Nominated for Election at this Annual Meeting

    Class I Directors Nominated for Election at this Annual Meeting

  14. Class I Directors Nominated for Election at this Annual Meeting

    | John Stenbit Director Since: 2004 | John Stenbit has been a director of Viasat since 2004, and is a consultant for various government and commercial clients. From 2001 to 2004, Mr. Stenbit served as the Assistant Secretary of Defense for Command, Control, Communications, and Intelligence, or C3I, and later as Assistant Secretary of Defense of Networks and Information Integration / Department of Defense Chief Information Officer, the C3I successor organization. From 1977 to 2001, Mr. Stenbit worked for TRW, Inc., retiring as Executive Vice President. Mr. Stenbit was a Fulbright Fellow and Aerospace Corporation Fellow at the Technische Hogeschool, Einhoven, Netherlands. He also has significant expertise and perspective as a member of the boards of directors of private and public companies in various industries. Mr. Stenbit previously served as a director of Loral Space & Communications Inc. (Nasdaq: LORL), Cogent, Inc., SM&A Corporation and SI International, Inc., as the chair of the R&D Advisory Committees for the Federal Aviation Administration and the Central Intelligence Agency, and as a member of the Advisory Board of the National Security Agency and of the Science Advisory Group of the U.S. Strategic Command. Mr. Stenbit provides our Board with significant technological, defense and national security expertise as a result of his distinguished career of corporate and government service focused on the communications, aerospace and satellite fields. |

  15. Class I Directors Nominated for Election at this Annual Meeting

    | Andrew Sukawaty Director Since: 2023 | Andrew Sukawaty has been a director of Viasat since the closing of the Inmarsat Acquisition in May 2023. Mr. Sukawaty served as the Chairman of the Board of Inmarsat until the closing of the Inmarsat Acquisition, and previously served as both Chairman and Chief Executive Officer of Inmarsat between 2003 and 2012. He is a founding partner of Corten Advisers UK LLP, Chairman of Hg Capital USA, and a director of Hg Capital LLC and RELX plc. Previously, Mr. Sukawaty was a Senior Independent Director of Sky plc, Chairman of Ziggo N.V., Xyratex Technologies and Telenet, and Deputy Chairman of O2 plc. He has also previously served as an advisor to Apax Partners and Warburg Pincus and has previously been Chief Executive Officer and President of Sprint PCS, a global national wireless carrier, and Chief Executive Officer of NTL Limited. In addition, Mr. Sukawaty previously held various management positions with U.S. West and AT&T and served on the boards of directors of various listed companies. Mr. Sukawaty holds a B.B.A. from the University of Wisconsin and an M.B.A. from the University of Minnesota. Mr. Sukawaty provides our Board with extensive experience building a global mobile communications company based on his service as Chairman and Chief Executive Officer of Inmarsat. |

  16. Class I Directors Nominated for Election at this Annual Meeting

    | Theresa Wise Director Since: 2020 | Theresa Wise has been a director of Viasat since 2020, and is Chief Executive Officer and principal for Utaza, LLC, an information technology consulting company, a role she has held since 2017. Dr. Wise is the former Senior Vice President and Chief Information Officer of Delta Air Lines, a commercial airline, a role she held from 2008 to 2016. Prior to joining Delta, Dr. Wise held several positions at Northwest Airlines Corporation, a commercial airline, including serving as the company’s Chief Information Officer from 2001 until Northwest Airlines Corporation’s merger with Delta in 2008. Dr. Wise currently serves on the board of directors of IBS Software. Dr. Wise received a B.A. degree in mathematics and chemistry from St. Olaf College and Ph.D. and M.S. degrees in applied math from Cornell University. Dr. Wise provides our Board with expertise, perspective and proven experience in applying IT strategy and data analytics to advance end-user experiences. |

  17. Class II Directors with Terms Expiring in 2025

    Class II Directors with Terms Expiring in 2025

  18. Class II Directors with Terms Expiring in 2025

    | Richard Baldridge has been a director of Viasat since 2016. Mr. Baldridge joined Viasat in 1999, serving as Executive Vice President, Chief Financial Officer and Chief Operating Officer from 2000, as Executive Vice President and Chief Operating Officer from 2002, and as President and Chief Operating Officer from 2003. Mr. Baldridge served as President and Chief Executive Officer from November 2020 through July 2022, and served as Vice Chairman from July 2022 until his retirement in June 2023. In addition, Mr. Baldridge serves as a director of Ducommun Incorporated (NYSE: DCO), a provider of engineering and manufacturing services to the aerospace and defense industries, and EvoNexus, a San Diego based non-profit technology incubator. Prior to joining Viasat, Mr. Baldridge served as Vice President and General Manager of Raytheon Corporation’s Training Systems Division from 1998 to 1999. From 1994 to 1997, Mr. Baldridge served as Chief Operating Officer and Chief Financial Officer for Hughes Information Systems and Hughes Training Inc., prior to their acquisition by Raytheon in 1997. Mr. Baldridge’s other experience includes various senior financial and general management roles with General Dynamics Corporation. Mr. Baldridge holds a B.S.B.A. degree in Information Systems from New Mexico State University. Mr. Baldridge provides our Board with significant operational and financial expertise based on his executive leadership roles at Viasat and other companies. | Richard Baldridge Director Since: 2016 |

  19. Class II Directors with Terms Expiring in 2025

    | James Bridenstine has been a director of Viasat since 2021. Since June 2022, Mr. Bridenstine has worked as an independent consultant. From January 2021 to June 2022, Mr. Bridenstine worked as a senior advisor to Acorn Growth Companies, a private equity firm. From April 2018 until January 2021, Mr. Bridenstine served as Administrator of NASA. From 2013 to 2018, Mr. Bridenstine was a member of the United States House of Representatives, where he served on the Armed Services Committee and the Committee on Science, Space and Technology. Mr. Bridenstine’s career in federal service began in 1998 as a pilot in the United States Navy. Mr. Bridenstine earned a B.A. degree with three majors – Economics, Business and Psychology – from Rice University and an M.B.A. degree from Cornell University. Mr. Bridenstine provides our Board with extensive experience in space technology, innovation and safety based on his leadership role at NASA, as well as military and aerospace expertise based on his public service in the United States Navy and Congress. | James Bridenstine Director Since: 2021 |

  20. Class II Directors with Terms Expiring in 2025

    | Sean Pak has been a director of Viasat since 2018, and has served as Lead Independent Director since February 2019. Mr. Pak has been a partner at Quinn Emanuel Urquhart & Sullivan LLP since 2009, and he currently serves as the Co-Chair of its National Intellectual Property Litigation Practice. From 2002 to 2009, Mr. Pak was an attorney at Latham & Watkins LLP, and previously worked in engineering roles at Intel Corporation and the Massachusetts Institute of Technology (MIT) Artificial Intelligence Laboratory. He is a litigator with extensive experience litigating patents, trade secrets, copyrights and other intellectual property. Mr. Pak earned a J.D. degree (cum laude) from Harvard Law School, and B.S. and M. Eng. degrees in Electrical Engineering and Computer Science from MIT. Mr. Pak provides our Board with significant expertise in intellectual property development, strategy and enforcement, and international business strategy, along with technological and engineering expertise in satellite systems, electrical engineering and computer science. | Sean Pak Director Since: 2018 |

  21. Class III Directors with Terms Expiring in 2026

    Class III Directors with Terms Expiring in 2026

  22. Class III Directors with Terms Expiring in 2026

    | Mark Dankberg Director Since: 1986 | Mark Dankberg is a founder of Viasat and serves as its Chairman of the Board and Chief Executive Officer. He previously served as Executive Chairman from November 2020 to June 2022, and as Chairman of the Board and Chief Executive Officer from Viasat’s inception in 1986 until November 2020. Mr. Dankberg has significant expertise and perspective as a member of the board of directors of companies in various industries, including communications. Mr. Dankberg currently serves on the board of directors of Lytx, Inc., a privately-held company that provides fleet safety management solutions. Prior to founding Viasat, he was Assistant Vice President of M/A-COM Linkabit, a manufacturer of satellite telecommunications equipment, from 1979 to 1986, and Communications Engineer for Rockwell International Corporation from 1977 to 1979. Mr. Dankberg holds B.S.E.E. and M.E.E. degrees from Rice University. Mr. Dankberg provides our Board with significant operational, business and technological expertise in the satellite and communications industries, and intimate knowledge of the issues facing our management. |

  23. Class III Directors with Terms Expiring in 2026

    | Rajeev Suri Director Since: 2023 | Rajeev Suri has been a director of Viasat since the closing of the Inmarsat Acquisition in May 2023. In November 2023, Mr. Suri was appointed Chairman of the Digicel Group, a telecommunications network operator. Previously, Mr. Suri served as the Chief Executive Officer of Inmarsat from 2021 to 2023. Mr. Suri joined Inmarsat from Nokia, where he was President and Chief Executive Officer from 2014 to 2020. From 2009 to 2014, Mr. Suri served as Chief Executive Officer of Nokia Solutions and Networks. In 2021, he was appointed as a Commissioner of the United Nations Broadband Commission and in 2022 was elected as chair of the Global Satellite Operators Association (GSOA). Previously, Mr. Suri served as co-chair of the digitalization task force for the B20 and a member of various digital and healthcare committees at the World Economic Forum. Mr. Suri was also a member of the Chinese Premier’s Global CEO Council from 2014 to 2020 and in 2015 received China’s Marco Polo award. Mr. Suri currently serves as a director of Stryker Corporation (NYSE: SYK) and Singtel. Mr. Suri holds a B.E. in Electronics and Communications and an honorary doctorate from Manipal University. Mr. Suri provides our Board with significant experience regarding the strategic and operational challenges of leading global technology companies based on his service as Chief Executive Officer of Inmarsat and Nokia. |

  24. Class III Directors with Terms Expiring in 2026

    The Board unanimously recommends that you vote “FOR” the election of Messrs. Stenbit and Sukawaty and Dr. Wise.

  25. Delinquent Section 16(a) Reports

    | | Page | | COMPENSATION COMMITTEE REPORT | 48 | | COMPENSATION TABLES | 49 | | Summary Compensation Table | 49 | | Grants of Plan-Based Awards in Fiscal Year 2024 | 50 | | Outstanding Equity Awards at 2024 Fiscal Year End | 51 | | Option Exercises and Stock Vested in Fiscal Year 2024 | 53 | | Pension Benefits | 53 | | Non-Qualified Deferred Compensation | 53 | | Potential Payments Upon Termination | 54 | | CEO PAY RATIO | 56 | | PAY VERSUS PERFORMANCE | 57 | | POLICIES AND PRACTICES RELATED TO THE TIMING OF EQUITY GRANTS | 60 | | DIRECTOR COMPENSATION | 62 |

  26. Executive Compensation Decisions Informed by Stockholder Feedback

    | What We Heard | What We Did | | Seek further alignment of executive compensation with long-term stockholder interests | Implemented a performance-based equity program | | Increase weighting of objective, financial criteria in determining annual bonus payouts | Increased weighting of objective, financial criteria in bonus determination to 50% for Chief Executive Officer, consistent with weighting for all other executive officers | | Replace target annual bonus ranges with specific target annual bonus percentages for each executive officer | Shifted to a specific annual bonus target for annual incentive compensation | | Adopt a maximum cap on annual bonus payouts | Implemented a maximum annual bonus payout, equal to 250% of target, for all executive officers | | Provide additional disclosure about peer group selection process | Enhanced peer group disclosure in proxy statement | | Implement a clawback policy | Adopted a clawback policy to enable recovery of cash and equity incentive compensation (including time-based and performance-based equity awards) related to a financial restatement resulting from an executive officer’s misconduct. In fiscal year 2024, we also adopted a compensation recovery policy as required by Rule 10D-1 under the Securities Exchange Act of 1934, as amended, and the corresponding rules adopted by NASDAQ, which provides for the mandatory recovery of certain erroneously awarded incentive compensation from our officers in the event of an accounting restatement to correct the Company’s material noncompliance with any financial reporting requirement under securities laws. |

  27. Overview and Objectives of Executive Compensation Program

    | Key Features of Our Executive Compensation Policies and Practices | | | What We Do | What We Don’t Do | | ☑ Establish the vast majority of executive officer pay on business performance | ☒ No repricing of underwater stock options without stockholder approval ☒ No single trigger change in control provisions for executive officers ☒ No excise tax gross-ups ☒ No employment contracts unless required by law ☒ No guaranteed base salary increases, annual bonuses or annual equity award values ☒ No compensation plans that encourage excessive or unnecessary risk taking | | ☑ Maintain meaningful executive officer and non-employee director stock ownership guidelines | | | ☑ Provide a limited number of perquisites | | | ☑ Prohibit short sales and hedging of Viasat stock by executive officers and directors | | | ☑ Maintain a clawback policy | | | ☑ Maintain stock ownership guidelines | | | ☑ Use multiple performance measures and caps on potential incentive payments | | | ☑ Engage an independent compensation consultant | |

  28. Compensation Objectives

    Compensation Objectives The objectives of our executive compensation program are premised on the following three fundamental principles, each of which is discussed below: (1) a significant portion of executive compensation should be performance-based, linking the achievement of company financial objectives and individual objectives; (2) the financial interests of our executive management and our stockholders should be aligned; and (3) the executive compensation program should be structured so that we can compete in the marketplace in hiring and retaining top level executives with compensation that is competitive and fair. Because our executive compensation program is designed to reward prudent business judgment and promote disciplined progress towards longer-term company goals, we believe that our balanced compensation policies and practices do not encourage unnecessary and excessive risk-taking by employees that could reasonably be expected to have a material adverse effect on us. Performance-Based Compensation. We strongly believe that a significant amount of executive compensation should be designed to reward superior performance, and we believe that our executive officers should be accountable for the overall performance of our business as well as their individual performance. To achieve this objective, we have structured our compensation program so that executive compensation is tied, in large part, directly to both company-wide and individual performance. For example, and as discussed specifically below, annual bonuses are based on, among other things, pre-established corporate financial performance metrics and operational targets, and individual performance. Also, as described below, executive officers receive performance-based stock options as a significant component of their long-term incentives. As illustrated below, a significant portion of the total direct compensation for our Named Executive Officers is delivered as variable performance-based compensation, including performance-based stock options, the value of which is driven by stock price performance. Variable incentive-based compensation accounted for approximately 84.7% of total direct compensation for our Chief Executive Officer and an average of approximately 76.2% of total direct compensation for our other Named Executive Officers who served for the entirety of fiscal year 2024.

  29. Compensation Objectives

    Alignment with Stockholder Interests. We believe that executive compensation and stockholder interests should be linked, and our compensation program is designed so that the financial interests of our executive officers are closely aligned with the interests of our stockholders. We accomplish this objective in multiple ways. First, a significant portion of our Named Executive Officer compensation is linked to achievement of rigorous financial, operational and stock price performance metrics. Second, we have adopted stock ownership guidelines that require our executive officers to own a significant amount of Viasat stock. Third, we grant performance-based equity awards as a significant part of our long-term equity award program. Fourth, we’ve adopted a CEO stock holding requirement for which our CEO must hold vested or exercised stock awards for 12 months following a vesting or settlement date. Through the end of fiscal year 2024, we granted performance-based stock options, which provide our executive officers with an opportunity to earn a number of stock options based, in part, on Viasat’s TSR relative to the TSR of the companies that comprise the S&P MidCap 400 Index measured over a four-year performance period and, in part, based on continued service for that performance period. We have also adopted a clawback policy to allow the Committee to recover incentive compensation (including time-based and performance-based equity awards) from an executive officer in the event of a financial restatement resulting from such executive officer’s misconduct, as further described below. In fiscal year 2024, we also adopted a compensation recovery policy as required by Rule 10D-1 under the Securities Exchange Act of 1934, as amended, and the corresponding rules adopted by NASDAQ, which provides for the mandatory recovery of certain erroneously awarded incentive compensation from our officers in the event of an accounting restatement to correct the Company’s material noncompliance with any financial reporting requirement under securities laws. Structure Allows Competitive and Fair Compensation Packages. We believe our success depends to a significant degree on our ability to attract and retain highly skilled personnel. Stockholders are accordingly best served when we can attract and retain talented executives with compensation packages that are competitive and fair. Therefore, we strive to create compensation packages for our executive officers that deliver compensation that is comparable to the total compensation delivered by the companies with which we compete for executive talent.

  30. Decision-Making Processes and Criteria

    | • | availability and affordability of shares for equity awards, and |

  31. Decision-Making Processes and Criteria

    Peer Group Selection Process. As part of the process of determining executive compensation, the Committee reviews competitive executive compensation data of relevant companies from across the industries in which we primarily operate. Through a thorough annual evaluation process, the Committee identifies the appropriate group of companies to reference as a peer group for compensation comparison purposes. The peer group was selected based on a variety of factors, including industry, revenue, business model and market capitalization. The Committee also reviewed competitive market information from the Radford Global Technology survey, a globally recognized compensation survey containing market information of companies in the technology industry. An overview of the key criteria considered and process followed by the Committee to determine the appropriate peer group is summarized below:

  32. Decision-Making Processes and Criteria

    | Factors Considered for Peer Group Selection | • Industry • Revenue • Business Model • Market Capitalization | • Provides multiple lenses to review potentially comparable companies | | Additional Inputs Used for Compensation Decisions | • Competitive market information from the Radford Global Technology survey, a globally recognized compensation survey containing market information of companies in the technology industry | • Permits the Committee to review aggregated compensation data for positions similar to those held by executive officers in the technology industry • Provides comprehensive survey data including pooled compensation data for positions closely akin to those held by each executive officer • Allows for the Committee to compare executive officers to those across a wide range of organizations outside of Viasat’s traditional, and limited, group of competitors • Individual company compensation data for companies in the survey was not provided to the Committee |

  33. Decision-Making Processes and Criteria

    | Fiscal Year 2024 Peer Group | | | | Technology | Network/Communications | Aerospace | | Akamai Technologies Inc. | | | | Coherent Corp. | | | | Equinix Inc. | | | | F5, Inc. | Ciena Corporation | | | IAC/Interactivecorp | Cogent Communications Holdings, Inc. | | | Nutanix, Inc. | Juniper Networks, Inc. | Spirit Aerosystems Holdings, Inc. | | Palo Alto Networks Inc. | Lumentum Holdings Inc. | Transdigm Group Inc. | | PTC Inc. | SBA Communications Corp | | | Rackspace Technology, Inc. | | | | RingCentral, Inc. | | | | Splunk Inc. | | | | Wolfspeed, Inc. | | |

  34. Components of Our Compensation Program

    Components of Our Compensation Program The components of our executive compensation program are the following: base salary, annual bonuses, long-term incentive compensation in the form of equity awards and certain other benefits that are generally available to all our employees. Base Salary. In evaluating base salaries, the Committee primarily considers (1) executive compensation survey results from Radford, which generally reports a compensation range for each position, (2) compensation data of our peer group companies prepared and analyzed by its compensation consultant, and (3) individual performance and contributions. In evaluating individual executive performance and contributions, the Committee considers to what extent the executive officer:

  35. Components of Our Compensation Program

    | • | contributes significantly to the development and execution of Viasat’s long-term strategy, |

  36. Fiscal Year End 2023 and Fiscal Year End 2024 Base Salary

    Annual Bonuses. Consistent with our overall compensation objectives of linking compensation to performance, aligning executive compensation with stockholder interests, and attracting and retaining top level executive officers in our industry, the Committee approved annual bonuses for fiscal year 2024 to our Named Executive Officers. In determining annual bonus awards, the Board and the Committee considered industry compensation surveys, compensation data from peer group companies and achievement of certain company and individual performance objectives. Target bonus opportunities for our Named Executive Officers, as set forth in the table below, are determined by the Committee primarily based on industry compensation surveys and validated with compensation data from peer group companies and have an established maximum bonus payout opportunity of 250% of each executive officer’s target bonus. The Committee also considers the expected contributions of each executive officer toward the overall success of the company. The Board and the Committee also retain discretion to take additional factors into account in determining final annual bonus awards (such as market conditions, key awards, total executive compensation, strategic positioning, additional company financial metrics or extraordinary individual contributions) and may make bonus payouts above or below the target bonus opportunities, to the extent appropriate. Named Executive Officers Annual Metric Selection and Bonus Determination. For fiscal year 2024, the metrics considered for determining annual bonuses for our Named Executive Officers included Viasat’s annual financial performance and individual performance. The annual performance metrics, both financial and individual, are intended to be challenging and rigorous, but achievable through a sustained level of high performance.

  37. Fiscal Year End 2023 and Fiscal Year End 2024 Base Salary

    | • | Financial performance objectives (50% of annual bonus determination): Financial metrics were set based on an internally-developed financial plan approved by our Board at the beginning of the fiscal year. The financial metrics selected for the annual bonus are intended to balance incentivizing strong short-term performance while also retaining alignment to the execution of our long-term strategy. |

  38. Fiscal Year End 2023 and Fiscal Year End 2024 Base Salary

    | • | Individual performance objectives (50% of annual bonus determination): Individual leadership and strategic objectives are determined by the Committee, with the objectives for the executive officers (other than our Chief Executive Officer) based on input and recommendations from our Chief Executive Officer. Individual leadership and strategic objectives for our Chief Executive Officer are determined by the Committee based on the recommendation of the Nomination, Evaluation and Corporate Governance Committee. Metrics are qualitative in nature; each individual executive officer’s attainment of individual performance objectives, while made in the context of such pre-established objectives, is based upon an evaluation of individual performance by the Committee. |

  39. Fiscal Year 2024 Bonus Objectives

    Fiscal Year 2024 Bonus Objectives

  40. Fiscal Year 2024 Bonus Objectives

    | Performance Metric | Approximate Weighting (%) | FY 2024 Objective | FY 2024 Actual Results | | Financial — Non-GAAP Diluted Net Income (Loss) Per Share Attributable to Viasat, Inc. Common Stockholders (1) | 10 | $1.23 | $1.25 | | Financial — Adjusted EBITDA (2) | 12.5 | $1,363.2 million | $1,410.4 million | | Financial — New Contract Awards | 7.5 | $4,163.4 million | $4,155.0 million | | Financial — Total Revenues | 12.5 | $4,269.2 million | $4,283.8 million | | Financial — Net Operating Asset Turnover | 7.5 | 12.97 | 9.55 | | Individual — Strategic Performance | 25 | — | — | | Individual — Leadership Performance | 25 | — | — |

  41. Fiscal Year 2024 Bonus Objectives

    | (1) We define non-GAAP net income (loss) attributable to Viasat, Inc. as GAAP net income (loss) attributable to Viasat, Inc. adjusted for certain significant items, such as, amortization of acquired intangible assets, stock-compensation expense, and acquisition and transaction related expenses. For an itemized reconciliation between net GAAP income (loss) attributable to Viasat, Inc. and non-GAAP net income (loss) attributable to Viasat, Inc., please see “Pay Versus Performance” below. |

  42. Fiscal Year 2024 Bonus Objectives

    | (2) We define Adjusted EBITDA as net income (loss) attributable to Viasat, Inc. before interest, income taxes, depreciation and amortization, adjusted to exclude certain significant items such as stock-based compensation expense, acquisition and transaction related expenses. For an itemized reconciliation between net income (loss) attributable to Viasat, Inc. and Adjusted EBITDA, please see “Pay Versus Performance” below. |

  43. Fiscal Year 2024 Bonus Objectives

    Based on our fiscal year 2024 financial results, the Committee, acting under delegation of authority from the Board, determined that the company’s achievement relative to the pre-established financial objectives described above was 104%. Chief Executive Officer Annual Bonus Determination. For purposes of determining our Chief Executive Officer’s performance achievement for the leadership and strategic objectives in fiscal year 2024, the Committee relied on an assessment of our Chief Executive Officer’s performance completed by the Nomination, Evaluation and Corporate Governance Committee. The criteria used by the Nomination, Evaluation and Corporate Governance Committee included the following:

  44. Fiscal Year 2024 Bonus Objectives

    | • | Leadership. Defining, managing and attaining corporate goals, and exemplifying and promoting ethics and integrity throughout the company. |

  45. Fiscal Year 2024 Bonus Objectives

    | • | Strategic. Industry positioning, short-term and long-term strategies, measurable progress in key business areas and effective pursuit of growth strategies. |

  46. Fiscal Year 2024 Bonus Objectives

    The Nomination, Evaluation and Corporate Governance Committee evaluated our Chief Executive Officer’s leadership and strategic performance during fiscal year 2024 in the context of the company’s strong financial results relative to the pre-established, objective financial criteria described above, and noted, among other things, the following achievements:

  47. Fiscal Year 2024 Bonus Objectives

    | Leadership Performance | Strategic Performance | | Successfully completed the Inmarsat Acquisition | Meaningfully progressed near-term business priorities while strengthening capital structure and investing for profitable growth | | Launched the world’s first global direct-to-device network with Skylo Technologies | Drove significant growth from new and existing airlines in the commercial air business | | Achieved NSA Type 1 certification for next generation ground-to-space encryption solution | Awarded a contract to support the U.S. Air Force Research Laboratory’s Defense Experimentation Using Commercial Space Internet program | | Accelerated the realization of $100 million in annualized operating cost synergies following the Inmarsat Acquisition | Developed a hybrid, multi-layer managed service for Maritime customers – NexusWave, launched in Q1 FY2025 and available for installation from Q2 FY2025 | | Published third annual Environmental, Social and Governance (ESG) Impact Report | Named the winner of the Government Mobile Innovation category in the Mobile Satellite User Association’s 2024 Satellite Mobile Innovation Awards |

  48. Fiscal Year 2024 Bonus Objectives

    The Nomination, Evaluation and Corporate Governance Committee recognized Mr. Dankberg’s accomplishments, as set forth above, as well as the achievement of other leadership and strategic objectives and during a period of significant challenges for the Company. In consideration of the macro environment, including our strategic positioning and market conditions, the Nomination, Evaluation and Corporate Governance Committee determined that in the best interest of the company and its shareholders, it would exercise negative discretion and provide Mr. Dankberg 90% credit for the achievement of leadership objectives and 70% credit for the achievement of strategic performance objectives. The Committee relied on the foregoing evaluations in determining Mr. Dankberg’s final annual bonus award. Other Named Executive Officers Annual Bonus Results. In making its overall determinations relative to the leadership and strategic components for the other Named Executive Officers’ bonuses, the Committee assigned the same weightings to the financial (50% of annual bonus determination), leadership (25%) and strategic (25%) performance criteria that it used for our Chief Executive Officer. The Committee placed special emphasis on the leadership provided by each executive officer in the achievement of financial, critical non-financial, operational and strategic business objectives during fiscal year 2024. In particular, the Committee considered each individual’s contributions during fiscal year 2024 to achieving strong financial results and key strategic and developmental objectives, including record revenue and awards, execution on synergy and strategic opportunities though methodical Inmarsat integration, and strengthening our capital structure and investing in profitable, sustainable growth. In addition, the Committee considered the following for each Named Executive Officer:

  49. Fiscal Year 2024 Bonus Objectives

    | • | Mr. Gowrappan: Leadership over the close and subsequent integration of the Inmarsat Acquisition, including a reorganization of the company to facilitate greater efficiency using common infrastructure, operational, go-to-market, and engineering resources for delivering our services, leading to an accelerated realization of the planned $100 million in annualized cash operating savings by addressing redundancies, and through productivity improvements. |

  50. Fiscal Year 2024 Bonus Objectives

    | • | Ms. Duffy: Leadership over our corporate finance strategy, including realization of record revenues and awards, and capital synergies that reduced capital expenditures by approximately $175 million below our outlook while we continued to progress deployment of five new state-of-the-art broadband satellites, two polar coverage satellites, and three replenishment L-band satellites. |

  51. Fiscal Year 2024 Bonus Objectives

    | • | Mr. Harkenrider: Leadership over the execution of our corporate operational priorities, including integration of common operational infrastructure following the Inmarsat Acquisition. |

  52. Fiscal Year 2024 Bonus Objectives

    | • | Craig Miller: Leadership over our centralized engineering operating model and evolution into a product-centric organization. |

  53. Fiscal Year 2024 Bonus Objectives

    The Committee applied a consistent approach when making bonus decisions for other Named Executive Officers and considered its ability to apply negative discretion to ensure final bonus decisions are in alignment with the best interests of the Company and its shareholders. Additionally, the Committee assessed the total direct compensation positioning for each Named Executive Officer to ensure final decisions are appropriately market competitive relative to each executive officers’ contributions. Based upon our financial results for fiscal year 2024 relative to the pre-established financial objectives described above and the Committee’s evaluation of our corporate achievements and individual executive performance, the Committee, acting under delegation of authority from the Board, approved the bonuses in the table below for our Named Executive Officers for fiscal year 2024:

  54. Fiscal Year 2024 Bonuses

    Fiscal Year 2024 Bonuses

  55. Fiscal Year 2024 Bonuses

    | Executive | Target Bonus As Percentage of Base Salary (%) | Actual Bonus ($) | Actual Bonus As Percentage of Base Salary (%) (1) | | Mark Dankberg | 140 | 1,758,100 | 129 | | K. Guru Gowrappan | 140 | 1,288,000 | 129 | | Shawn Duffy | 90 | 535,000 | 81 | | Kevin Harkenrider | 90 | 605,000 | 81 | | Craig Miller | 80 | 650,000 | 96 |

  56. Fiscal Year 2024 Bonuses

    | (1) In response to stockholder feedback, the Committee established a maximum bonus payout of 250% of each executive officer’s target bonus opportunity. |

  57. Fiscal Year 2024 Bonuses

    Equity-Based Compensation. Consistent with our belief that equity-based compensation is a key component of an effective executive compensation program at growth-oriented technology companies, particularly one with non-linear growth, our Committee, acting under delegation of authority from the Board, approved long-term equity awards to our executive officers in fiscal year 2024. The Committee determined equity award levels for fiscal year 2024 in a manner consistent with the determination of base salary and annual bonuses. The Committee considered (1) the industry compensation data described above, (2) individual performance and contributions, (3) total executive compensation, (4) stockholder feedback on our executive compensation program, and (5) the availability and affordability of shares for equity awards in determining equity compensation for our executive officers. In determining the availability and affordability of shares for the fiscal year 2024 equity awards for our executive officers, the Committee also considered:

  58. Fiscal Year 2024 Bonuses

    | • | the peer group data and compensation survey data from Radford, |

  59. Fiscal Year 2024 Bonuses

    | • | the number of shares available for issuance under our equity plan, |

  60. Fiscal Year 2024 Bonuses

    | • | the number of shares budgeted for non-executive equity awards, |

  61. Fiscal Year 2024 Bonuses

    | • | the expected future retention of both executive officers and non-executives, |

  62. Fiscal Year 2024 Bonuses

    | • | annual dilution (burn) rate associated with the grant of equity awards, |

  63. Fiscal Year 2024 Bonuses

    | • | Viasat’s equity overhang levels, |

  64. Fiscal Year 2024 Bonuses

    | • | the estimated accounting expense of potential equity awards, and |

  65. Fiscal Year 2024 Bonuses

    | • | the tax consequences associated with the grant of equity awards. |

  66. Fiscal Year 2024 Bonuses

    Based on the factors discussed above, our Committee, acting under delegation of authority from the Board, approved equity awards in the form of restricted stock units and performance-based stock options for our Named Executive Officers in fiscal year 2024. Consistent with our historical practice, equity awards to our Named Executive Officers (other than Mr. Gowrappan) during fiscal year 2024 were delivered in the form of time-based restricted stock units and performance-based stock options. Restricted Stock Units. Our Committee believes that time-based restricted stock units that vest over a multi-year period in equal annual installments based on continued employment provide a strong retentive tool for our Named Executive Officers and help to ensure their continued service over a multi-year period. Prior to June 2024, restricted stock units granted to our Named Executive Officers vested over four years, which was revised to a standard three-year vesting schedule commencing with the restricted stock units granted to our Named Executive Officers in June 2024. In addition, Mr. Gowrappan commenced employment as our President during fiscal year 2024. In connection with his commencement of employment, he received an award of restricted stock units in April 2023 that vest over a four-year vesting schedule. Performance-Based Stock Options Granted to Named Executive Officers in October 2023. Consistent with previous years, in fiscal year 2024 the Committee granted a substantial portion of the equity incentives to our Named Executive Officers in the form of performance-based stock options. In lieu of relative TSR over a four-year period as the sole performance metric, the Committee selected specified stock price hurdles for these performance-based stock options. Our Committee members continue to believe stock price performance is the strongest indicator of long-term stockholder value creation, but felt that stock price hurdles would be a more appropriate performance objective for these awards. Delivering the award in the form of a performance-based stock option provides for further alignment with stockholders as any stock price gains realized by our executive officers would be in proportion to those realized by our stockholders. Furthermore, as these awards are stock options, if Viasat’s stock price falls below the exercise price, which is equal to the closing market price on the day of grant, any vested stock options would retain no value until the stock price increases above the exercise price.

  67. Fiscal Year 2024 Bonuses

    | • | Performance-Contingent Vesting Component. The performance-based stock options will vest based on Viasat’s absolute stock price achievement (each of the levels indicated below is referred to as a “Stock Price Hurdle”) during the three-year period commencing November 1, 2023 and ending October 9, 2026 (or, if earlier, on a change in control) according to the following chart: |

  68. Fiscal Year 2024 Bonuses

    | Achievement | Stock Price Hurdle | Stock Price Achievement Percentage | | Below Threshold | Less than $30.00 | 0% | | Threshold | $30.00 | 70% | | Target | $45.00 | 100% | | Maximum | $65.00 | 250% |

  69. Fiscal Year 2024 Bonuses

    As of each Annual Vesting Date (as defined below), if the company’s 45-day trailing average market closing price equals or exceeds a Stock Price Hurdle, a number of options will be considered performance-vested options as of such Annual Vesting Date as is determined by multiplying (i) the “Stock Price Achievement Percentage” set forth opposite the highest Stock Price Hurdle achieved during such period in the table above by (ii) the “target” number of options granted. In no event will any option vest unless and until the “threshold” Stock Price Hurdle is achieved. Any portion of the options that becomes performance-vested options during the performance period will only be exercisable if those options also become time-vested options as described below. In the event that the Stock Price is above the “threshold” Stock Price Hurdle but falls between two Stock Price Hurdles, the number of options that will be considered performance-vested will be determined by linear interpolation. In the event of a change in capitalization or other similar adjustment to the company’s common stock, the Stock Price Hurdles will be equitably adjusted by the Committee. The portion of the options that are considered performance-vested options as a result of achieving or exceeding any Stock Price Hurdle as of any Annual Vesting Date or upon a change in control will be inclusive of any portion of the options that have previously become performance vested, and in no event will the number of options that are considered performance-vested options as of any Annual Vesting Date or upon a change in control exceed (i) the Stock Price Achievement Percentage determined as of such Annual Vesting Date or upon the change in control multiplied by (ii) the “target” number of options. Each Stock Price Hurdle (or any achievement level between Stock Price Hurdles) may be achieved only once during the performance period and more than one Stock Price Hurdle (or any achievement level between Stock Price Hurdles) may be achieved on a particular date.

  70. Fiscal Year 2024 Bonuses

    | • | Time-Based Vesting Component. The performance-based stock options are also subject to a time-based vesting component. A Named Executive Officer will become eligible to vest in one-third of the performance-vested options on each of the first three anniversaries of the grant date (each an “Annual Vesting Date”), subject to continued employment through each such date; provided, however, in the event a Stock Price Hurdle is first achieved or exceeded on or after the first Annual Vesting Date but prior to the second and/or third Annual Vesting Dates, any options that become performance-vested options as a result of achieving or exceeding the Stock Price Hurdle that would been time-vested prior to such date will be considered time-vested on the first Annual Vesting Date following the date those options first become performance-vested options. In the event of a Named Executive Officer’s termination of employment for any reason other than death or disability, any options that were both performance-based options as of the Annual Vesting Date preceding the date of termination and time-based options as of the date of termination will be vested and exercisable. In the case of a Named Executive Officer’s death or disability, he or she will fully vest on the date of termination in any of the options for which the Stock Price Hurdle was achieved as of the Annual Vesting Date preceding the date of termination (or, if such termination occurs following a change in control, as of the date of the change in control). The performance-based stock options must be vested under both the time-based vesting schedule and the performance-based vesting conditions to become exercisable by a Named Executive Officer. |

  71. Fiscal Year 2024 Bonuses

    Performance-Based Stock Options Granted to K. Guru Gowrappan in April 2023. In connection with his commencement of employment in April 2023, in April 2023 the Committee granted performance-based stock options to Mr. Gowrappan. Consistent with the performance-based stock options granted to our other Named Executive Officers in November 2022, the Committee selected relative TSR over a four-year period as the sole performance metric for these awards as our Committee members believe TSR is the strongest indicator of long-term stockholder value creation. Delivering the award in the form of a performance-based stock option provides for further alignment with stockholders as any stock price gains realized by our executive officers would be in proportion to those realized by our stockholders. Furthermore, as these awards are stock options, if Viasat’s stock price falls below the exercise price, which is equal to the closing market price on the day of grant, any vested stock options would retain no value until the stock price increases above the exercise price.

  72. Fiscal Year 2024 Bonuses

    | • | Performance-Contingent Vesting Component. The performance-based stock options will vest based on Viasat’s four-year TSR performance relative to the S&P MidCap 400 index according to the following chart: |

  73. Fiscal Year 2024 Bonuses

    | • | Above the 25th and below the 90th percentiles: Performance-based stock options will vest on a linear scale between a range of 50% and 175% of the target number of options, where the target is achieved at the 50th percentile (with the resulting number of stock options that ultimately vest at the end of the performance period referred to as the performance-adjusted options). |

  74. Fiscal Year 2024 Bonuses

    | • | At or below 25th percentile: No performance-based stock options will vest and they will be forfeited by Mr. Gowrappan. |

  75. Fiscal Year 2024 Bonuses

    | • | Time-Based Vesting Component. The performance-based stock options are also subject to a time-based vesting component. Mr. Gowrappan will become eligible to vest in 25% of the performance-adjusted options at the end of the performance period on each of the first four anniversaries of the grant date, subject to continued employment through each such date. In the event of a Mr. Gowrappan’s termination of employment prior to the end of the performance period, he will remain eligible to vest, at the end of the performance period, in such portion of the performance-adjusted options as had vested as of the date of termination in accordance with the time-based vesting schedule described above (and, in the case of his death or disability, he or she will be given full credit under the time-based vesting schedule through the date of termination and will remain eligible to vest in any and all of the performance-adjusted options at the end of the performance period). The performance-based stock options must be vested under both the time-based vesting schedule and the performance-based vesting conditions to become exercisable by Mr. Gowrappan. |

  76. Fiscal Year 2024 Bonuses

    Relationship Between Pay and Performance. The performance-based stock options awarded to our executive officers are designed to further align executive pay with stockholder value creation by only delivering value when Viasat’s TSR during the applicable measurement period outperforms the TSR of at least 25% of companies in the S&P MidCap 400 (for awards granted prior to October 2023) or equals or exceeds the specified Stock Price Hurdles (for the October 2023 awards) and Viasat’s stock price exceeds the exercise price of such performance-based stock options. Illustrating that a significant portion of our executive officers’ pay is at risk, Viasat’s TSR performance for the performance-based stock option awards granted in fiscal years 2018, 2019 and 2020 were below the 25th percentile on the performance measurement date and resulted in no performance-based stock options being earned. Accelerated Vesting of Performance-Based Stock Options. In the event of a change in control of the company prior to the end of the performance period and the performance vesting of all of the options, the number of performance-vested options in which a Named Executive Officer will be eligible to vest based on the time-based vesting schedule described above will be determined and will be the greater of (1) the “target” number of options subject to the award or (2) the number of performance-adjusted options determined on the date of the change in control based on the company’s relative TSR compared to the S&P MidCap 400 index for the portion of the performance period ending on the date of the change in control or stock price (based on the CIC price). The Named Executive Officers may also be eligible for accelerated vesting of any portion of the performance-adjusted options (as determined at the time of the change in control) that remain eligible to vest based on continued service in accordance with the terms of their severance agreements and change in control severance agreements, as described below. For more information on the restricted stock units and performance-based stock options granted during fiscal year 2024, see the Grants of Plan-Based Awards in Fiscal Year 2024 table below.

  77. Other Benefits

    Other Benefits We currently provide for certain severance payments and benefits if an executive officer’s employment is involuntarily or constructively terminated, including in connection with a change in control of the company. Benefits can be found under the Potential Payments Upon Termination section of this proxy statement. We also provide a comprehensive benefits package to all of our employees, including our executive officers, which includes medical, dental, vision care, disability insurance, life insurance benefits, flexible spending plan, a 401(k) savings plan, educational reimbursement program, employee assistance program, employee stock purchase plan, holidays and personal time off which includes vacation and sick days as needed. We do not currently offer defined benefit pension or supplemental executive retirement plans to any of our employees.

  78. CEO Stock Holding Policy

    CEO Stock Holding Policy Our CEO Stock Holding Policy requires our Chief Executive Officer to hold 100% of net shares (i.e., shares remaining after shares are sold, tendered or withheld to pay the exercise price or settle tax liabilities in connection with such exercise, vesting or settlement) of our common stock acquired pursuant to the exercise, vesting or settlement of equity awards (including stock options and RSUs) until the earlier of twelve months following the issuance of such shares upon the exercise, vesting or settlement of such awards or the Chief Executive Officer’s termination of employment. This holding requirement further aligns the interests of our Chief Executive Officer with the interests of the stockholders and continues the at-risk nature of the compensation program for the duration of the holding period.

  79. Summary Compensation Table

    Summary Compensation Table The following table sets forth the compensation earned during the fiscal years ended March 31, 2024, March 31, 2023 and March 31, 2022 by each person who served as Chief Executive Officer and Chief Financial Officer during the fiscal year ended March 31, 2024, as well as our three other most highly compensated executive officers who were serving as executive officers at the end of fiscal year 2024 and one additional individual who served as an executive officer during fiscal year 2024 and would have been one of the three other most highly compensated executive officers but for the fact he was no longer serving as an executive officer as of March 31, 2024 (collectively, the Named Executive Officers):

  80. Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($)(1) | Stock Awards ($) (2) | Option Awards ($) (2) | Non-Equity Incentive Plan Compensation ($) (3) | All Other Compensation ($) (4) | Total ($) | | Mark Dankberg | 2024 | 1,365,000 | — | 3,808,829 | 2,002,500 | 1,758,100 | 26,250 | 8,960,679 | | Chairman and | 2023 | 1,364,000 | — | — | 3,575,736 | 2,030,400 | 26,779 | 6,996,915 | | Chief Executive Officer | 2022 | 1,300,000 | — | 4,729,517 | 4,438,993 | 1,815,500 | 21,299 | 12,305,309 | | K. Guru Gowrappan President (5) | 2024 | 950,000 | 1,000,000 | 7,309,420 | 10,134,746 | 1,288,000 | 16,500 | 20,698,666 | | Shawn Duffy | 2024 | 659,423 | — | 934,272 | 580,725 | 535,000 | 26,586 | 2,736,006 | | Senior Vice President and | 2023 | 629,538 | — | — | 877,100 | 650,000 | 10,458 | 2,167,096 | | Chief Financial Officer | 2022 | 599,711 | — | 997,966 | 934,544 | 650,000 | 24,041 | 3,206,262 | | Kevin Harkenrider | 2024 | 750,000 | — | 1,334,674 | 580,725 | 605,000 | 13,583 | 3,283,982 | | Executive Vice President, | 2023 | 749,231 | — | — | 1,253,000 | 675,000 | 13,913 | 2,691,144 | | Chief Operating Officer and | 2022 | 629,135 | — | 1,087,514 | 1,074,726 | 675,000 | 13,721 | 3,480,096 | | Chief Corporate Officer | | | | | | | | | | Craig Miller | 2024 | 674,039 | — | 800,804 | 667,500 | 650,000 | 16,760 | 2,809,103 | | President, Global Space Networks (6) | 2023 | 580,385 | — | — | 751,800 | 675,000 | 17,173 | 2,024,358 | | David Ryan | 2024 | 324,519 | — | 667,337 | — | — | 2,412,915 | 3,404,771 | | Former President, Space and Commercial Networks (7) | | | | | | | | |

  81. Summary Compensation Table

    | (1) Represents a one-time relocation bonus paid to Mr. Gowrappan in connection with his commencement of employment. |

  82. Summary Compensation Table

    | (2) These columns represent the aggregate grant date fair value, calculated in accordance with SEC rules, of market-based performance stock options and restricted stock unit awards granted in fiscal years 2024, 2023 and 2022. These amounts generally reflect the amount that we expect to expense in our financial statements over the award’s vesting schedule, and do not correspond to the actual value that will be realized by the Named Executive Officers. In November 2021 and November 2022 (and, with respect to Mr. Gowrappan, April 2023), the Named Executive Officers were granted performance-based stock options which vest, in part, dependent upon continued service over a four-year vesting schedule and, in part, dependent upon the achievement of the company’s TSR compared to its peer group during the four-year performance period ending October 31, 2025 and 2026. In October 2023, the Named Executive Officers were granted performance-based stock options which vest, in part, dependent upon continued service over a three-year vesting schedule and, in part dependent on the company’s achievement of stock price hurdles over the same three-year performance period ending October 9, 2026. The grant date fair value of the market-based performance stock options was calculated using a Monte Carlo simulation which considered the likelihood of achieving the vesting conditions. For additional information on the valuation assumptions used in the calculation of these amounts for the respective year end, refer to note 9 to the financial statements included in our annual report on Form 10-K for the fiscal year ended March 31, 2024, as filed with the SEC. |

  83. Summary Compensation Table

    | (3) Represents amounts earned under our annual bonus program described in the Compensation Discussion and Analysis section. |

  84. Summary Compensation Table

    | (4) The amounts for fiscal year 2024 include the following: reimbursement of club dues for Mr. Dankberg and Ms. Duffy in the amounts of $11,000 and $15,128, respectively; severance compensation for Mr. Ryan in the amount of $2,407,290 patent awards for Mr. Miller in the amount of $750; and company 401(k) matching contributions for Mr. Dankberg, Mr. Gowrappan, Ms. Duffy, Mr. Harkenrider, Mr. Miller, Mr. Ryan in the amounts of $15,250; $16,500; $11,458; $13,583; $16,010; $5,625 respectively. |

  85. Summary Compensation Table

    | (5) K. Guru Gowrappan was not a Named Executive Officer in fiscal years 2022 or 2023. |

  86. Summary Compensation Table

    | (6) Craig Miller was not a Named Executive Officer in fiscal year 2022. |

  87. Summary Compensation Table

    | (7) David Ryan was not a Named Executive Officer in fiscal years 2022 or 2023. Mr. Ryan departed Viasat during fiscal year 2024. |

  88. Summary Compensation Table

    EXECUTIVE COMPENSATION • Grants of Plan-Based Awards in Fiscal Year 2024

  89. Grants of Plan-Based Awards in Fiscal Year 2024

    Grants of Plan-Based Awards in Fiscal Year 2024 The following table sets forth information regarding grants of plan-based awards to each of the Named Executive Officers during fiscal year 2024:

  90. Grants of Plan-Based Awards in Fiscal Year 2024

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) (3) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) (4) | Grant Date Fair Value of Stock and Option Awards ($) (5) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Mark Dankberg | — | — | 1,911,000 | 4,777,500 | — | — | — | — | — | — | — | | | 6/7/23 | — | — | — | — | — | — | 84,043 | — | — | 3,808,829 | | | 10/9/23 | — | — | — | 105,000 | 150,000 | 375,000 | — | — | 15.96 | 2,002,500 | | K. Guru Gowrappan | — | — | 1,400,000 | 3,500,000 | — | — | — | — | — | — | — | | | 4/13/23 | — | — | — | 153,962 | 307,923 | 538,865 | — | — | 34.43 | 8,132,246 | | | 4/13/23 | — | — | — | — | — | — | 212,298 | — | — | 7,309,420 | | | 10/9/23 | — | — | — | 105,000 | 150,000 | 375,000 | — | — | 15.96 | 2,002,500 | | Shawn Duffy | — | — | 594,000 | 1,485,000 | — | — | — | — | — | — | — | | | 6/7/23 | — | — | — | — | — | — | 20,615 | — | — | 934,272 | | | 10/9/23 | — | — | — | 30,450 | 43,500 | 108,750 | — | — | 15.96 | 580,725 | | Kevin Harkenrider | — | — | 675,000 | 1,687,500 | — | — | — | — | — | — | — | | | 6/7/23 | — | — | — | — | — | — | 29,450 | — | — | 1,334,674 | | | 10/9/23 | — | — | — | 30,450 | 43,500 | 108,750 | — | — | 15.96 | 580,725 | | Craig Miller | — | — | 540,000 | 1,350,000 | — | — | — | — | — | — | — | | | 6/7/23 | — | — | — | — | — | — | 17,670 | — | — | 800,804 | | | 10/9/23 | — | — | — | 35,000 | 50,000 | 125,000 | — | — | 15.96 | 667,500 | | David Ryan | — | — | 562,500 | 1,406,250 | — | — | — | — | — | — | — | | | 6/7/23 | — | — | — | — | — | — | 14,725 | — | — | 667,337 |

  91. Grants of Plan-Based Awards in Fiscal Year 2024

    | (1) Represents target and maximum amounts payable under our annual bonus program for fiscal year 2024. Actual amounts paid to the Named Executive Officers pursuant to such bonus program are disclosed in the Summary Compensation Table under the column heading “Non-Equity Incentive Plan Compensation.” The material terms of the bonus program are described in the Compensation Discussion and Analysis section of this proxy statement. |

  92. Grants of Plan-Based Awards in Fiscal Year 2024

    | (2) With the exception of the performance-based stock options granted to Mr. Gowrappan on April 13, 2023, represents performance-based stock options that will become eligible to vest in part dependent on continued service over a three-year time-based vesting schedule, and (b) in part dependent on the company’s achievement of stock price hurdles over the same three-year performance period ending October 9, 2026. The number of options that will ultimately become vested and exercisable at the end of the four-year vesting schedule will range from 0% to 250% of the target number of options. The performance-based stock options must be vested under both the time-based vesting schedule and the performance-based vesting conditions to become exercisable by the Named Executive Officer. |

  93. Grants of Plan-Based Awards in Fiscal Year 2024

    | The performance-based stock options granted to Mr. Gowrappan on April 13, 2023 will become eligible to vest (a) in part dependent on his continued service over a four-year time-based vesting schedule, with him vesting in 25% of the performance-based options on each of the first four anniversaries of the date of grant, and (b) in part dependent on a comparison over the four-year performance period ending March 31, 2027 of our TSR to the TSR of the companies included in the S&P Mid Cap 400 Index. The number of options that will ultimately become vested and exercisable at the end of the four-year vesting schedule will range from 0% to 175% of the target number of options based on our relative TSR ranking for the four-year performance period ending March 31, 2027. The performance-based stock options must be vested under both the time-based vesting schedule and the performance-based vesting conditions to become exercisable by him. |

  94. Grants of Plan-Based Awards in Fiscal Year 2024

    | (3) Restricted stock unit awards vest in four equal annual installments over the course of four years measured from the grant date. |

  95. Grants of Plan-Based Awards in Fiscal Year 2024

    | (4) The exercise price for option awards is the fair market value per share of Viasat common stock, which is defined under our 1996 Equity Participation Plan as the closing price per share on the grant date. |

  96. Grants of Plan-Based Awards in Fiscal Year 2024

    | (5) This column represents the grant date fair value, calculated in accordance with SEC rules, of each equity award. These amounts generally reflect the amount that we expect to expense in our financial statements over the award’s vesting schedule, and do not correspond to the actual value that will be realized by the Named Executive Officers. The grant date fair value of the performance-based stock options was calculated using a Monte Carlo simulation which considered the likelihood of achieving the vesting conditions. For additional information on the valuation assumptions used in the calculation of these amounts, refer to note 9 to the financial statements included in our annual report on Form 10-K for the fiscal year ended March 31, 2024, as filed with the SEC. |

  97. Grants of Plan-Based Awards in Fiscal Year 2024

    EXECUTIVE COMPENSATION • Outstanding Equity Awards at 2024 Fiscal Year End

  98. Outstanding Equity Awards at 2024 Fiscal Year End

    Outstanding Equity Awards at 2024 Fiscal Year End The following table lists all outstanding equity awards held by each of the Named Executive Officers as of March 31, 2024:

  99. Outstanding Equity Awards at 2024 Fiscal Year End

    | | | Option Awards | | | | | Stock Awards | | | | | Number of Securities Underlying Unexercised Options (#) | | | | | | | | Name | Grant Date | Exercisable | Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) (1) | Market Value of Shares or Units of Stock That Have Not Vested ($) (2) | | Mark Dankberg | 11/17/2020 | — | — | 174,365(3) | 35.66 | 11/17/2026 | — | — | | | 11/17/2021 | — | — | 142,687(3) | 53.43 | 11/17/2027 | — | — | | | 11/17/2022 | — | — | 142,687(3) | 34.00 | 11/17/2028 | — | — | | | 10/09/2023 | — | — | 150,000(4) | 15.96 | 10/09/2029 | — | — | | | 11/17/2020 | — | — | — | — | — | 20,052 | 362,741 | | | 11/17/2021 | — | — | — | — | — | 42,035 | 760,413 | | | 06/07/2023 | — | — | — | — | — | 84,043 | 1,520,338 | | K. Guru Gowrappan | 04/13/2023 | — | — | 307,923(3) | 34.43 | 04/13/2029 | — | — | | | 10/09/2023 | — | — | 150,000(4) | 15.96 | 10/09/2029 | — | — | | | 04/13/2023 | — | — | — | — | — | 212,298 | 3,840,471 | | Shawn Duffy | 11/17/2020 | — | — | 53,279(3) | 35.66 | 11/17/2026 | — | — | | | 11/17/2021 | — | — | 30,040(3) | 53.43 | 11/17/2027 | — | — | | | 11/17/2022 | — | — | 35,000(3) | 34.00 | 11/17/2028 | — | — | | | 10/09/2023 | — | — | 43,500(4) | 15.96 | 10/09/2029 | — | — | | | 11/17/2020 | — | — | — | — | — | 6,127 | 110,837 | | | 11/17/2021 | — | — | — | — | — | 8,850 | 160,097 | | | 06/07/2023 | — | — | — | — | — | 20,615 | 372,925 | | Kevin Harkenrider | 11/17/2020 | — | — | 38,749(3) | 35.66 | 11/17/2026 | — | — | | | 11/17/2021 | — | — | 34,546(3) | 53.43 | 11/17/2027 | — | — | | | 11/17/2022 | — | — | 50,000(3) | 34.00 | 11/17/2028 | — | — | | | 10/09/2023 | — | — | 43,500(4) | 15.96 | 10/09/2029 | — | — | | | 11/17/2020 | — | — | — | — | — | 4,456 | 80,609 | | | 11/17/2021 | — | — | — | — | — | 10,176 | 184,084 | | | 06/07/2023 | — | — | — | — | — | 29,450 | 532,751 | | Craig Miller | 11/17/2021 | — | — | 25,534(3) | 53.43 | 11/17/2027 | — | — | | | 11/17/2022 | — | — | 30,000(3) | 34.00 | 11/17/2028 | — | — | | | 10/09/2023 | — | — | 50,000(4) | 15.96 | 10/09/2029 | — | — | | | 11/17/2020 | — | — | — | — | — | 1,814 | 32,815 | | | 11/17/2021 | — | — | — | — | — | 7,522 | 136,073 | | | 06/07/2023 | — | — | — | — | — | 17,670 | 319,650 | | David Ryan | 11/17/2020 | — | — | 43,592(3) | 35.66 | 11/17/2026 | — | — | | | 11/17/2021 | — | — | 25,534(3) | 53.43 | 11/17/2027 | | | | | 11/17/2022 | — | — | 25,000(3) | 34.00 | 11/17/2028 | — | — |

  100. Outstanding Equity Awards at 2024 Fiscal Year End

    | (1) Restricted stock unit awards vest in four equal annual installments over the course of four years measured from the grant date. |

  101. Outstanding Equity Awards at 2024 Fiscal Year End

    | (2) Computed by multiplying the closing price of our common stock on March 28, 2024 ($18.09 per share), the last trading day of fiscal year 2024, by the number of shares subject to such stock award. |

  102. Outstanding Equity Awards at 2024 Fiscal Year End

    | (3) Performance-based stock options that will become eligible to vest (a) in part dependent on the Named Executive Officer’s continued service over a four-year time-based vesting schedule, with the Named Executive Officer vesting in 25% of the performance-based options on each of the first four anniversaries of the date of grant and (b) in part dependent on a comparison over the four-year performance period ending October 31 of the fourth year after the date of grant (or, with respect to the award granted to Mr. Gowrappan, March 31 of the fourth year after the date of grant) of our TSR to the TSR of the companies included in the S&P MidCap 400 Index. The number of options that will ultimately become vested and exercisable at the end of the four year vesting schedule will range from 0% to 175% of the target number of options based on the Company’s relative TSR ranking for the four-year performance period ending October 31 of the fourth year after the date of grant (or, with respect to the award granted to Mr. Gowrappan, March 31 of the fourth year after the date of grant). The performance-based stock options must be vested under both the time-based vesting schedule and the performance-based vesting conditions to become exercisable by the Named Executive Officer. The performance-based stock options are reflected in the table above at “target” performance levels. |

  103. Outstanding Equity Awards at 2024 Fiscal Year End

    EXECUTIVE COMPENSATION • Outstanding Equity Awards at 2024 Fiscal Year End

  104. Outstanding Equity Awards at 2024 Fiscal Year End

    | (4) Performance-based stock options that will become eligible to vest (a) in part dependent on continued service over a three-year time-based vesting schedule, and (b) in part dependent on the company’s achievement of stock price hurdles over the same three-year performance period ending October 9, 2026. The number of options that will ultimately become vested and exercisable at the end of the four-year vesting schedule will range from 0% to 250% of the target number of options. The performance-based stock options must be vested under both the time-based vesting schedule and the performance-based vesting conditions to become exercisable by the Named Executive Officer. The performance-based stock options are reflected in the table above at “target” performance levels. |

  105. Outstanding Equity Awards at 2024 Fiscal Year End

    EXECUTIVE COMPENSATION • Option Exercises and Stock Vested in Fiscal Year 2024

  106. Option Exercises and Stock Vested in Fiscal Year 2024

    Option Exercises and Stock Vested in Fiscal Year 2024 The following table provides information concerning exercises of stock options by and stock awards vested for each of the Named Executive Officers during fiscal year 2024:

  107. Option Exercises and Stock Vested in Fiscal Year 2024

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) (1) | | Mark Dankberg | — | — | 56,297 | 1,098,917 | | K. Guru Gowrappan | — | — | — | — | | Shawn Duffy | — | — | 14,902 | 290,887 | | Kevin Harkenrider (2) | — | — | 13,025 | 254,248 | | Craig Miller | — | — | 6,619 | 129,203 | | David Ryan (3) | — | — | 39,514 | 666,601 |

  108. Option Exercises and Stock Vested in Fiscal Year 2024

    | (1) The value realized equals the closing price of our common stock on the date of vesting multiplied by the number of shares subject to the award vesting on such date. |

  109. Option Exercises and Stock Vested in Fiscal Year 2024

    | (2) Mr. Harkenrider deferred 13,025 shares subject to his restricted stock unit awards that vested in fiscal year 2024. All shares subject to restricted stock unit awards noted in the table above for Mr. Harkenrider vested during fiscal year 2024, but the underlying shares subject to the deferred restricted stock unit awards had not yet been delivered to or acquired by the executive as of the end of fiscal year 2024. |

  110. Option Exercises and Stock Vested in Fiscal Year 2024

    | (3) Mr. Ryan departed Viasat during fiscal year 2024. |

  111. Pension Benefits

    Pension Benefits None of our Named Executive Officers participates in or has account balances in qualified or non-qualified defined benefit plans sponsored by us.

  112. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation In accordance with Section 409A of the Code, we allow our executive officers to elect to defer the timing of receipt of the shares issuable pursuant to their restricted stock unit awards. The following table sets forth information for our Named Executive Officers with respect to restricted stock units that vested but for which the underlying shares had not yet been delivered to the executive due to deferral elections made by the executives:

  113. Non-Qualified Deferred Compensation

    | Name | Executive Contributions in Fiscal Year 2024 ($)(1) | Registrant Contributions in Fiscal Year 2024 ($) | Aggregate Earnings (Losses) in Fiscal Year 2024 ($)(2) | Aggregate Withdrawals / Distributions ($) | Aggregate Balance at 2024 Fiscal Year End ($)(3) | | Mark Dankberg | — | — | — | — | — | | K. Guru Gowrappan | — | — | — | — | — | | Shawn Duffy | — | — | — | — | — | | Kevin Harkenrider (4) | 254,248 | — | (1,361,021) | 188,524 | 1,738,340 | | Craig Miller | — | — | — | — | — | | David Ryan (5) | — | — | — | — | — |

  114. Non-Qualified Deferred Compensation

    | (1) The amount reported in this column represents the value of the shares underlying the deferred restricted stock units that vested during fiscal year 2024, calculated based on the market price on the applicable vesting date. The grant date fair value attributable to these restricted stock units was previously reported in the Summary Compensation Table for the fiscal year in which they were granted. |

  115. Non-Qualified Deferred Compensation

    | (2) Represents the change in market value of the shares of our common stock underlying the deferred restricted stock units held by the Named Executive Officer as of the last day of fiscal year 2024, calculated as the difference between (a) the closing price of our common stock on the applicable vesting date (for restricted stock units vesting during fiscal year 2024) or the first day of fiscal year 2024 (for restricted stock units that vested during prior fiscal years) and (b) the closing price on March 31, 2024, the last day of fiscal year 2024. No additional earnings (either in the form of accrued dividends or dividend equivalents) are paid on deferred restricted stock units. |

  116. Non-Qualified Deferred Compensation

    | (3) The amount represents the value of shares of our common stock underlying the deferred restricted stock units based on the closing price on March 31, 2024 ($18.09 per share), the last trading day of fiscal year 2024. |

  117. Non-Qualified Deferred Compensation

    | (4) Mr. Harkenrider’s deferred restricted stock units will be distributed to him on fixed distribution dates elected by him at the time of grant or, if earlier, upon a change in control of Viasat or his death. |

  118. Non-Qualified Deferred Compensation

    | (5) Mr. Ryan departed Viasat during fiscal year 2024. |

  119. Potential Payments Upon Termination

    Potential Payments Upon Termination Viasat provides for certain severance payments and benefits if a Named Executive Officer’s employment is involuntarily or constructively terminated within two months prior to or within 18 months following a change in control of the company. We believe that reasonable severance payments and benefits provide for a stable work environment by reinforcing and encouraging the continued attention and dedication of our Named Executive Officers to their duties of employment without personal distraction or conflict of interest in circumstances which could arise from the occurrence of a change in control. We have entered in a severance agreement, or Severance Agreement, with Mr. Gowrappan. We have also entered into change in control severance agreements, or Change in Control Agreements, with each of the Named Executive Officers. Under the Severance Agreement, in the event that Mr. Gowrappan’s employment is terminated by Viasat without “cause” or by Mr. Gowrappan with “good reason” (as each term is defined in the Severance Agreement), in either case, outside of the Change of Control Period (as defined below), he will receive (i) a lump sum cash payment equal to his annual base salary plus his target annual bonus, (ii) continuation of health and other benefits for a period of 18 months following the date of his termination, and (iii) accelerated vesting of any outstanding equity awards that would have vested in accordance with the terms of the applicable award agreements during the 12 months following the date of his termination. Under each Change in Control Agreement, in the event an executive officer’s employment is terminated by Viasat without “cause” or the executive officer resigns for “good reason,” in either case, within two months prior to or within 18 months following a “change in control” of the company (as each term is defined in the Change in Control Agreement), the executive officer will be entitled to receive the following in lieu of any severance payments and benefits to which such executive officer may otherwise be entitled under any severance plan or program:

  120. Potential Payments Upon Termination

    | • | the executive officer’s fully earned but unpaid base salary, when due, through the date of termination, plus all other benefits to which the executive officer may be entitled for such period, |

  121. Potential Payments Upon Termination

    | • | a lump sum cash payment based on a multiplier of the sum of the executive officer’s then current annual base salary and target annual bonus (the multiplier used is 3.0 for our Chief Executive Officer, and 2.0 for the remaining Named Executive Officers), |

  122. Potential Payments Upon Termination

    | • | continuation of health and other benefits for a period of 18 months following the date of termination, and |

  123. Potential Payments Upon Termination

    | • | full vesting of any outstanding equity awards. |

  124. Potential Payments Upon Termination

    As a condition to the executive officer’s receipt of any of the post-termination payments and benefits described above, the Named Executive Officer must (1) execute a written general release of all claims in favor of the company, and (2) execute an employee proprietary information and inventions agreement. The severance payments and benefits payable under the Change in Control Agreements will be reduced by any severance payments and benefits payable by us to the Named Executive Officer under any other policy, plan, program, agreement or arrangement. The Change in Control Agreements continue for successive one-year terms unless Viasat or the Named Executive Officer provides notice of non-renewal. For a discussion of the effect of a termination of employment and/or a change in control on the performance-based stock options granted to our Named Executive Officers during fiscal year 2024, see the discussion above in “Compensation Discussion and Analysis — Components of our Compensation Program — Equity-Based Compensation.” A Named Executive Officer’s time-based restricted stock units and time-based stock options will also vest upon his or her death or termination of employment due to disability. The following table sets forth the intrinsic values that the Named Executive Officers would derive in the event of a hypothetical termination of employment by Viasat without cause or as a result of the Named Executive Officer’s resignation for good reason within two months prior to or within 18 months following a change in control of the company (or, with respect to equity awards held by our Named Executive Officers, in the event of their death or termination due to disability). The table assumes that the termination of employment hypothetically occurred on March 31, 2024, the last day of fiscal year 2024, and that the Change in Control Agreements were in effect as of such date.

  125. Potential Payments Upon Termination

    | Name | Accrued Vacation ($) (1) | Severance Payment ($) | COBRA Payments ($) (2) | Intrinsic Value of Accelerated Stock Options ($) (3) | Intrinsic Value of Accelerated Restricted Stock Units ($) (4) | Total ($) | | Mark Dankberg | | | | | | | | Termination without Cause/Resignation for Good Reason Apart from a Change in Control | 252,000 | — | — | — | — | 252,000 | | Termination without Cause/Resignation for Good Reason in Connection with a Change in Control | 252,000 | 9,828,000 | 32,290 | — | 2,643,492 | 12,755,782 | | Death or Disability | 252,000 | — | — | — | 2,643,492 | 2,895,492 | | K. Guru Gowrappan | | | | | | | | Termination without Cause/Resignation for Good Reason Apart from a Change in Control | — | 2,400,000 | 14,872 | — | 3,840,471 | 6,255,343 | | Termination without Cause/Resignation for Good Reason in Connection with a Change in Control | — | 4,800,000 | 14,872 | — | 3,840,471 | 8,655,343 | | Death or Disability | — | — | — | — | 3,840,471 | 3,840,471 | | Shawn Duffy | | | | | | | | Termination without Cause/Resignation for Good Reason Apart from a Change in Control | 68,170 | — | — | — | — | 68,170 | | Termination without Cause/Resignation for Good Reason in Connection with a Change in Control | 68,170 | 2,508,000 | 26,958 | — | 643,859 | 3,246,987 | | Death or Disability | 68,170 | — | — | — | 643,859 | 712,029 | | Kevin Harkenrider | | | | | | | | Termination without Cause/Resignation for Good Reason Apart from a Change in Control | 108,173 | — | — | — | — | 108,173 | | Termination without Cause/Resignation for Good Reason in Connection with a Change in Control | 108,173 | 2,850,000 | 32,290 | — | 797,444 | 3,787,907 | | Death or Disability | 108,173 | — | — | — | 797,444 | 905,617 | | Craig Miller | | | | | | | | Termination without Cause/Resignation for Good Reason Apart from a Change in Control | 97,356 | — | — | — | — | 97,356 | | Termination without Cause/Resignation for Good Reason in Connection with a Change in Control | 97,356 | 2,430,000 | 32,290 | — | 488,538 | 3,048,184 | | Death or Disability | 97,356 | — | — | — | 488,538 | 585,894 | | David Ryan (5) | — | 2,375,000 | 32,290 | — | 666,601 | 3,073,891 |

  126. Potential Payments Upon Termination

    | (1) Represents accrual for vacation that had not been taken as of March 31, 2024. |

  127. Potential Payments Upon Termination

    | (2) Amounts shown equal an aggregate of 18 months of COBRA payments for the Named Executive Officer. |

  128. Potential Payments Upon Termination

    | (3) The intrinsic value of accelerated stock options is based on the difference between the closing price of our common stock on March 28, 2024 ($18.09 per share), the last trading day of fiscal year 2024, and the option exercise price, multiplied by the number of shares for which the option was accelerated. In addition, with respect to the performance stock options granted prior to fiscal year 2024, in the event of a Named Executive Officer’s death or termination of employment due to disability prior to the completion of the applicable performance period for any outstanding performance-based stock options, he or she will remain eligible to vest in a pro-rated portion of those performance-based stock options that ultimately vest based on the portion of the performance period that has elapsed prior to the date of termination. With respect to the performance stock options granted in fiscal year 2024, in the event of a Named Executive Officer’s death or disability, he or she will fully vest on the date of termination in any of the options for which the Stock Price Hurdle was achieved as of the Annual Vesting Date preceding the date of termination (or, if such termination occurs following a change in control, as of the date of the change in control). Given that, as of March 31, 2024, the closing price of our common stock was lower than the option exercise price of all the outstanding stock options held by our Named Executive Officers and granted prior to fiscal year 2024, the intrinsic value of any accelerated options as of that date is zero as reflected in the table above. For the performance stock options granted in 2024, because none of the stock price hurdles had yet been achieved based on the closing price of our common stock on March 28, 2024 ($18.09 per share), the last trading day of fiscal year 2024, no portion of the awards would have vested upon a Named Executive Officer’s death or disability on such date. |

  129. Potential Payments Upon Termination

    | (4) The intrinsic value of accelerated restricted stock unit awards is computed by multiplying the closing price of our common stock on March 28, 2024 ($18.09 per share), the last trading day of fiscal year 2024, by the number of shares that were accelerated. In addition, upon a Named Executive Officer’s death or termination due to disability, all of his or her restricted stock units will fully vest (and the value of the restricted stock units that would vest if such a termination occurred on March 31, 2024 is the same as the value disclosed in the table above). |

  130. Potential Payments Upon Termination

    | (5) Represents severance paid to Mr. Ryan in connection with his termination other than for cause under his Change in Control Severance Agreement upon his departure in September 2023. |

  131. CEO Pay Ratio

    CEO Pay Ratio In accordance with SEC rules, we are providing the ratio of the annual total compensation received during fiscal year 2024 by our CEO to the median of the annual total compensation received by all our employees (other than our CEO). Our median employee earned $156,402 in total compensation during the fiscal year ended March 31, 2024. Based upon the annual total compensation of Mr. Dankberg, our CEO, of $8,960,679 reported in the Summary Compensation Table for fiscal year 2024, our ratio of CEO pay to median employee pay for fiscal year 2024 was approximately 57 to 1. To identify our median employee in fiscal year 2024, we identified our total employee population (including all full-time, part-time, temporary and seasonal workers) as of March 31, 2024, and, in accordance with SEC rules, excluded employees from certain non-U.S. countries that in the aggregate represented less than 5% of our employee base. As of March 31, 2024, we had approximately 7,100 global employees, which consisted of approximately 4,400 U.S. employees and 2,700 non-U.S. employees. To determine our median employee, we excluded a total of 297 employees from the following countries (and all of our employees in each of the following countries were excluded from the calculation): Indonesia (55 employees), Mexico (41 employees), United Arab Emirates (32 employees), France (25 employees), Qatar (21 employees), Italy (20 employees), China (13 employees), Saudi Arabia (11 employees), Germany (10 employees), New Zealand (10 employees), Hong Kong (10 employees), Spain (8 employees), South Africa (8 employees), Greece (7 employees), Japan (7 employees), Israel (6 employees), Malaysia (4 employees), Angola (4 employees), Oman (3 employees), Sweden (1 employee) and Kazakhstan (1 employee). We then used base salary received during fiscal year 2024 for our employee population included in the calculation (other than Mr. Dankberg) (which consisted of approximately 6,800 global employees, including approximately 4,400 U.S. employees and 2,400 non-U.S. employees, after excluding the non-U.S. employees described above) to determine our median employee, and, once identified, we calculated such employee’s annual total compensation in the same manner used to calculate Mr. Dankberg’s total compensation in the Summary Compensation Table for fiscal year 2024. For all compensation paid in currencies other than the U.S. Dollar, all values were converted to the U.S. Dollar using foreign currency exchange rates on March 31, 2024. Pay Versus Performance

  132. Pay Versus Performance

    Pay Versus Performance

  133. Pay Versus Performance Table

    Pay Versus Performance Table The following table sets forth information concerning the compensation of our principal executive officer(s) (“PEO(s)”) and Named Executive Officers (“NEOs”), with certain adjustments to reflect “compensation actually paid” to such individuals, as defined under SEC rules, for each of the fiscal years ended March 31, 2024, 2023, 2022 and 2021, our cumulative total shareholder return (“TSR”), the cumulative TSR of our peer group, net income (loss) and Adjusted EBITDA for each such fiscal year in accordance with SEC rules:

  134. Pay Versus Performance Table

    | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) | | | | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Fiscal Year | Summary Compensation Table Total for First PEO (Mr. Dankberg) ($) | Compensation Actually Paid to First PEO (Mr. Dankberg) ($) (1)(2) | Summary Compensation Table Total for Second PEO (Mr. Baldridge) ($) | Compensation Actually Paid to Second PEO (Mr. Baldridge) ($) (1)(2) | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) (1)(2) | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($) (3) | Net Income (Loss) ($) (in thousands) (4) | Adjusted EBITDA ($) (in thousands) (5)(6) | | 2024 | 8,960,679 | (1,818,672) | N/A | N/A | 6,586,506 | 2,940,276 | 50.36 | 116.91 | (1,068,904) | 1,410,414 | | 2023 | 6,996,915 | (2,285,665) | 4,854,625 | (4,154,098) | 2,211,338 | 312,927 | 94.21 | 115.70 | 1,084,806 | 583,170 | | 2022 | N/A | N/A | 12,236,750 | 9,561,302 | 5,514,686 | 4,238,353 | 135.86 | 131.72 | (15,534) | 611,218 | | 2021 | 9,359,823 | 14,176,753 | 9,227,089 | 13,768,258 | 3,176,279 | 4,478,427 | 133.83 | 141.13 | 3,691 | 530,688 |

  135. Pay Versus Performance Table

    | (1) Amounts represent compensation actually paid to our PEO(s) and the average compensation actually paid to our remaining NEOs for the relevant fiscal year, as determined under SEC rules (and described below), which includes the individuals indicated in the table below for each fiscal year: |

  136. Pay Versus Performance Table

    | Fiscal Year | First PEO | Second PEO | Non-PEO NEOs | | 2024 | Mark Dankberg | N/A | Shawn Duffy, K. Guru Gowrappan, Kevin Harkenrider, Craig Miller and Dave Ryan | | 2023 | Mark Dankberg | Richard Baldridge | Shawn Duffy, Kevin Harkenrider, Craig Miller and Mark Miller | | 2022 | N/A | Richard Baldridge | Mark Dankberg, Shawn Duffy, Kevin Harkenrider and Mark Miller | | 2021 | Mark Dankberg | Richard Baldridge | Shawn Duffy, James Dodd, Ken Peterman and Mark Miller |

  137. Pay Versus Performance Table

    | (2) Compensation actually paid to our NEOs represents the “Total” compensation reported in the Summary Compensation Table for fiscal year 2024, as adjusted as follows: |

  138. Pay Versus Performance Table

    | Adjustments(a) | PEO (Mr. Dankberg) | Average Non-PEO NEOs | | Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY | (5,811,329) | (4,602,041) | | Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End | 4,170,838 | 2,475,137 | | Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date | — | 49,682 | | Increase/(deduction) for Awards Granted during Prior FYs that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End | (8,227,649) | (1,370,323) | | Increase/(deduction) for Awards Granted during Prior Fys that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date | (911,211) | (198,685) | | COMPENSATION ACTUALLY PAID | (1,818,672) | 2,940,276 |

  139. Pay Versus Performance Table

    | (a) Fair value or change in fair value, as applicable, of equity awards in the Compensation Actually Paid columns was determined by reference to (1) for RSU awards, the closing price of a share of our common stock on the vesting date or applicable fiscal year end Date, and (2) for performance-based stock options, using a Monte Carlo simulation as of the applicable vesting date or applicable fiscal year end date which considered the likelihood of achieving the vesting conditions with respect to any relative TSR market condition. Assumptions used in the Monte-Carlo simulations performed for this purpose provided for a remaining contractual term assumption ranging between 2.6 - 5.0 years, a volatility assumption ranging between 58.49% - 63.87% using the Company’s historical volatility, and a risk free interest rate ranging between 4.10% - 4.36%, based on the yields of U.S. Treasury securities with maturities approximating the terms of the awards. For additional information on the valuation assumptions used in the calculation of these amounts, refer to note 9 to the financial statements included in our annual report on Form 10-K for the fiscal year ended March 31, 2024, as filed with SEC. |

  140. Pay Versus Performance Table

    | (3) For the relevant fiscal year, represents the cumulative TSR (the “Peer Group TSR”) of the NASDAQ Telecommunications Index (the “Peer Group”). |

  141. Pay Versus Performance Table

    Pay Versus Performance

  142. Pay Versus Performance Table

    | (4) Represents net income (loss) attributable to Viasat, Inc. Net income (loss) attributable to Viasat, Inc. for fiscal years 2024, 2023, 2022, and 2021 includes net income (loss) from discontinued operations. Net income (loss) from continuing operations attributable to Viasat, Inc. would have been ($1,058.5) million, ($217.6) million, ($114.7) million, and ($79.9) million for 2024, 2023, 2022, and 2021, respectively. |

  143. Pay Versus Performance Table

    | (5) Adjusted EBITDA is a non-GAAP measure. We define Adjusted EBITDA as net income (loss) attributable to Viasat, Inc. before interest, income taxes, depreciation and amortization, adjusted to exclude certain significant items. We use Adjusted EBITDA to evaluate our operating performance, to allocate resources and capital, to measure performance for incentive compensation programs and to evaluate future growth opportunities. An itemized reconciliation between net income (loss) attributable to Viasat, Inc. and Adjusted EBITDA for fiscal years 2024, 2023, 2022, and 2021 is set forth below. |

  144. Pay Versus Performance Table

    | | Fiscal Year Ended March 31, 2024 | Fiscal Year Ended March 31, 2023 | Fiscal Year Ended March 31, 2022 | Fiscal Year Ended March 31, 2021 | | (In thousands) | | | | | | GAAP net income (loss) attributable to Viasat, Inc. | $(1,068,904) | $1,084,806 | $(15,534) | $3,691 | | Provision for (benefit from) income taxes | (140,052) | 474,574 | (14,237) | 9,441 | | Interest expense (income), net | 304,140 | 7,297 | 28,887 | 32,247 | | Depreciation and amortization | 1,157,524 | 500,377 | 495,447 | 397,102 | | Stock-based compensation expense | 83,631 | 84,459 | 86,808 | 84,879 | | Acquisition and transaction related expenses (1) | 157,579 | 93,548 | 33,965 | 3,328 | | Gain on the Link-16 TDL Sale | 11,000 | (1,661,891) | — | — | | Other income, net | — | — | (4,118) | — | | Satellite impairment and related charges, net | 905,496 | — | — | — | | Adjusted EBITDA (2) | $1,410,414 | $583,170 | $611,218 | $530,688 |

  145. Pay Versus Performance Table

    | (1) Costs typically consist of acquisition, integration, and disposition related costs. |

  146. Pay Versus Performance Table

    | (2) Amount includes both continuing and discontinued operations , excluding the fourth quarter of fiscal year 2023 gain on the Link-16 TDL Sale. |

  147. Pay Versus Performance Table

    | (6) Adjusted EBITDA for fiscal years 2024, 2023, 2022, and 2021 includes adjustments attributable to the Link-16 TDL Business, which was sold to L3 Harris on January 3, 2023. Adjusted EBITDA from continuing operations, which would have excluded this business, would have been $1,410.4 million, $501.1 million, $475.8 million, and $413.8 million for 2023, 2022, and 2021, respectively. |

  148. Pay Versus Performance Table

    Pay Versus Performance

  149. Pay Versus Performance Tabular List

    Pay Versus Performance Tabular List We believe the following performance measures represent the most important financial performance measures used by us to link compensation actually paid to our NEOs for the fiscal year ended March 31, 2024:

  150. Pay Versus Performance Tabular List

    | • | Revenue |

  151. Pay Versus Performance Tabular List

    | • | Adjusted EBITDA |

  152. Pay Versus Performance Tabular List

    | • | TSR Relative to the S&P MidCap 400 Index |

  153. Pay Versus Performance Tabular List

    | • | Non-GAAP Diluted Net Income (Loss) Per Share |

  154. Pay Versus Performance Tabular List

    | • | New Contract Awards |

  155. Pay Versus Performance Tabular List

    | • | Net Operating Asset Turnover |

  156. Pay Versus Performance Tabular List

    | • | Stock Price |

  157. Director Compensation

    Director Compensation The following table sets forth the compensation earned during the fiscal year ended March 31, 2024 by each of our non-employee directors:

  158. Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Non-Qualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | James Bridenstine | 82,500 | 38,944 | 63,077 | — | — | — | 184,521 | | Robert Johnson | 97,500 | 38,944 | 63,077 | — | — | — | 199,521 | | Sean Pak | 115,000 | 38,944 | 63,077 | — | — | — | 217,021 | | Varsha Rao (3) | — | — | — | — | — | — | — | | John Stenbit | 107,500 | 38,944 | 63,077 | — | — | — | 209,521 | | Andrew Sukawaty | 116,940 | 176,344 | 267,021 | — | — | — | 560,305 | | Rajeev Suri | 92,269 | 176,344 | 267,021 | — | — | — | 535,634 | | Richard Baldridge (4) | 88,973 | 1,907,488 | 63,077 | — | — | 567,750 | 2,627,288 | | Theresa Wise | 105,000 | 38,944 | 63,077 | — | — | — | 207,021 |

  159. Director Compensation

    | (1) This column represents the aggregate grant date fair value, calculated in accordance with SEC rules, of restricted stock unit awards granted in fiscal year 2024. These amounts generally reflect the amount that we expect to expense in our financial statements over the award’s vesting schedule, and do not correspond to the actual value that will be realized by the non-employee directors. For additional information on the valuation assumptions used in the calculation of these amounts, refer to note 9 to the financial statements included in our annual report on Form 10-K for the fiscal year ended March 31, 2024, as filed with the SEC. The aggregate number of shares of our common stock subject to restricted stock unit awards outstanding at the end of fiscal year 2024 for each non-employee director was as follows: Mr. Bridenstine (1,600); Mr. Johnson (1,600); Mr. Pak (1,600); Mr. Stenbit (1,600); Mr. Sukawaty (4,600), Mr. Suri (4,600), Mr. Baldridge (104,917) and Dr. Wise (1,600). Ms. Rao did not hold any outstanding equity awards at the end of fiscal year 2024. |

  160. Director Compensation

    | (2) This column represents the aggregate grant date fair value, calculated in accordance with SEC rules, of stock options granted in fiscal year 2024, excluding the effect of estimated forfeitures. These amounts generally reflect the amount that we expect to expense in our financial statements over the award’s vesting schedule, and do not correspond to the actual value that will be realized by the non-employee directors. For additional information on the valuation assumptions used in the calculation of these amounts, refer to note 9 to the financial statements included in our annual report on Form 10-K for the fiscal year ended March 31, 2024, as filed with the SEC. The aggregate number of shares of our common stock subject to stock options outstanding at the end of fiscal year 2024 for each director was as follows: Mr. Bridenstine (24,000); Mr. Johnson (30,000); Mr. Pak (30,000); Mr. Stenbit (30,000); Mr. Sukawaty (14,000), Mr. Suri (14,000), Mr. Baldridge (392,052) and Dr. Wise (29,000). Ms. Rao did not hold any outstanding equity awards at the end of fiscal year 2024. |

  161. Director Compensation

    | (3) Ms. Rao did not stand for reelection at the 2023 annual meeting and ceased serving as a director on that date. |

  162. Director Compensation

    | (4) Mr. Baldridge was employed by Viasat as its Vice Chairman until his retirement on June 30, 2023. Following his retirement, he continues to serve as a member of the Board. Of the amount reflected in the “Stock Awards” column for Mr. Baldridge, $1,868,543 reflects the grant date fair value of restricted stock unit awards granted in fiscal year 2024 to Mr. Baldridge while he was an employee of Viasat. The amount reflected in the “All Other Compensation” column above includes compensation earned by Mr. Baldridge as an employee of Viasat during fiscal year 2024, including: base salary earned of $367,500, accrued but unpaid vacation paid upon his retirement of $196,875, and company 401(k) matching contributions of $3,375. |

  163. Director Compensation

    Directors who are employees of the company, such as Mr. Dankberg and Mr. Baldridge prior to his termination of employment with the company, do not receive any additional compensation for their services as directors.