DEF 14A of Viasat Inc, Jul 25, 2025

DEF 14A of Viasat Inc

Filed Jul 25, 2025 · FY20250001193125-25-165436

Open on EDGAR

  1. Director Nominees: 2

    Director Nominees: 2

  2. Director Nominees: 2

    | • | Richard Baldridge |

  3. Director Nominees: 2

    | • | Sean Pak (Lead Independent Director) |

  4. 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. | | | |

  5. Election of Directors

    Election of Directors

  6. 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 two Class II directors to hold office until the 2028 annual meeting. At next year’s annual meeting of stockholders, we will elect three Class III directors to hold office until the 2029 annual meeting, and the following year, we will elect two Class I directors to hold office until the 2030 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 Richard Baldridge and Sean Pak as Class II nominees for election to the Board. Unless proxy cards are otherwise marked, the persons named as proxies will vote all proxies received “FOR” the election of Messrs. Baldridge and Pak. 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.

  7. Overview

    | Name | Age | Position with Viasat | Director Since | Term Expires | Class | | Mark Dankberg | 70 | Chairman of the Board and Chief Executive Officer | 1986 | 2026 | III | | Richard Baldridge | 67 | Director | 2016 | 2025 | II | | William LaPlante | 61 | Director | 2025 | 2026 | III | | Sean Pak | 52 | Director (Lead Independent Director) | 2018 | 2025 | II | | Michael Paull | 53 | Director | 2025 | 2026 | III | | John Stenbit | 85 | Director | 2004 | 2027 | I | | Theresa Wise | 58 | Director | 2020 | 2027 | I |

  8. Class II Directors Nominated for Election at this Annual Meeting

    Class II Directors Nominated for Election at this Annual Meeting

  9. Class II Directors Nominated for Election at this Annual Meeting

    | Richard Baldridge Director Since: 2016 | 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. |

  10. Class II Directors Nominated for Election at this Annual Meeting

    | Sean Pak Director Since: 2018 | 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. |

  11. Class III Directors with Terms Expiring in 2026

    Class III Directors with Terms Expiring in 2026

  12. Class III Directors with Terms Expiring in 2026

    | 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 former member of the board of directors of companies in various industries, including communications. 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. | Mark Dankberg Director Since: 1986 |

  13. Class III Directors with Terms Expiring in 2026

    | William LaPlante served as the Under Secretary of Defense for Acquisition and Sustainment from April 2022 to January 2025. From September 2020 to April 2022, Dr. LaPlante served as President and Chief Executive Officer of Draper Laboratory, a research and development company specializing in advanced technology solutions in national security, space exploration, health care and energy. Previously, he served as Senior Vice President and General Manager at MITRE National Security, where he oversaw the operation of the U.S. Department of Commerce’s National Institute of Standards and Technology. From 2014 to 2017, Dr. LaPlante served as Assistant Secretary of the Air Force for Acquisition, Technology and Logistics. He previously spent 26 years at The Johns Hopkins University Applied Physics Laboratory, where he ultimately led the Global Engagement Department. Dr. LaPlante has been a member of several government scientific boards and commissions focused on maintaining national security, including the U.S. Strategic Command Senior Advisory Group, Naval Research Advisory Committee and Defense Science Board. Dr. LaPlante earned a B.S. degree in engineering physics from the University of Illinois, an M.S. degree in applied physics from The Johns Hopkins University and a doctorate degree in mechanical engineering from the Catholic University of America. Dr. LaPlante provides our Board with extensive technological, defense and national security expertise as a result of his leadership roles in technology development and at the U.S. Department of Defense. | William LaPlante Director Since: 2025 |

  14. Class III Directors with Terms Expiring in 2026

    | Michael Paull currently serves as the Chief Executive Officer and a member of the board of directors of RBmedia, an audiobook publisher, which he joined in March 2024. He also serves on the board of directors of PlayOn! Sports and previously served on the board of directors of MoneyLion, Inc., a mobile banking and technology company. Mr. Paull previously served as President of Disney Streaming from 2022 to 2023 and oversaw Disney+, Hulu, ESPN+ and Star+ globally. Mr. Paull joined The Walt Disney Company in 2017 with the acquisition of Bamtech Media, where he served as CEO and a member of the board of directors. Before joining Bamtech, Mr. Paull worked from 2012 to 2017 at Amazon as Vice President, Digital Video, where he ran Amazon Channels worldwide and was responsible for its global content, product, technology, operations and marketing. During his tenure at Amazon, he also oversaw Prime Video and Amazon’s TVOD business in the U.S. Mr. Paull has more than 20 years of consumer product development, technology, content distribution and acquisition and media industry experience. Before Amazon, he led Sony Music’s digital business worldwide and held other senior leadership positions with Sony Pictures Entertainment, FOX Entertainment Group, and Time Warner. Mr. Paull earned a B.S. from the University of California and an M.B.A. degree from Harvard Business School. Mr. Paul provides our Board with significant consumer product development, technology, content distribution and acquisition, and media industry experience as a result of his executive leadership at global content developers and distributors. | Michael Paull Director Since: 2025 |

  15. Class I Directors with Terms Expiring in 2027

    Class I Directors with Terms Expiring in 2027

  16. Class I Directors with Terms Expiring in 2027

    | 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. |

  17. Class I Directors with Terms Expiring in 2027

    | 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. |

  18. Class I Directors with Terms Expiring in 2027

    The Board unanimously recommends that you vote “FOR” the election of Messrs. Baldridge and Pak.

  19. Overview

    | • | Removal of Non-Employee Director Compensation Provisions. Under the Restated Equity Plan, the initial and annual grants to our non-employee directors serving on our Board will no longer be specified in the plan document. Instead, non-employee directors who are initially elected to our Board and continuing non-employee directors who serve on our Board at each annual meeting of stockholders will receive grants of equity awards under the Restated Equity Plan as approved from time to time by our Board and pursuant to a formal board of directors compensation policy. For more information, see “Director Compensation” below. |

  20. 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 starting in 2018 and introduced changes in fiscal year 2025 to the form of award and performance metrics to further align executive compensation with long-term stockholder interests, which is described further below under Equity Based Compensation | | Increase weighting of corporate financial and operational criteria in determining annual bonus payouts | Increased weighting of financial and operational criteria for annual bonus determination to 70% for all executive officers | | Replace target annual bonus ranges with specific target annual bonus percentages for each executive officer | Shifted to a specific annual bonus payout target for annual incentive compensation for each executive officer | | 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. |

  21. 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 and CEO Stock Holding Policy | | | ☑ Use multiple performance measures and caps on potential incentive payments | | | ☑ Engage an independent compensation consultant | |

  22. 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 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 equity awards 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 stock units, the value of which is driven by stock price performance. Variable incentive-based compensation accounted for approximately 82.4% of total direct compensation for our Chief Executive Officer and an average of approximately 78.4% of total direct compensation for our other Named Executive Officers who served for the entirety of fiscal year 2025.

  23. 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. As further described under Components of our Compensation Programs, we issue performance-based equity awards to our executive officers, which are designed to align their interests with our investors and provide rewards based on financial and stock price performance. 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. We also maintain 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.

  24. Decision-Making Processes and Criteria

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

  25. 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:

  26. 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 |

  27. Decision-Making Processes and Criteria

    | Fiscal Year 2025 Peer Group | | | | Technology | Network/Communications | Aerospace | | Akamai Technologies Inc. | | | | Coherent Corp. | | | | Equinix Inc. | | | | F5, Inc. | | | | Fabrinet | | | | Fortinet, Inc. | Ciena Corporation | | | Gen Digital, Inc. | Juniper Networks, Inc. | Spirit Aerosystems Holdings, Inc. | | IAC/Interactivecorp | Lumentum Holdings Inc. | Transdigm Group Inc. | | Nutanix, Inc. | SBA Communications Corp | | | Palo Alto Networks Inc. | | | | PTC Inc. | | | | Rackspace Technology, Inc. | | | | Ring Central, Inc. | | |

  28. 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:

  29. Components of Our Compensation Program

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

  30. Fiscal Year 2024 and Fiscal Year 2025 Base Salaries

    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 2025 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 2025, the metrics considered for determining annual bonuses for our Named Executive Officers included Viasat’s annual performance against pre-established financial and operational targets and individual performance. The annual performance metrics are intended to be challenging and rigorous, but achievable through a sustained level of high performance.

  31. Fiscal Year 2024 and Fiscal Year 2025 Base Salaries

    | • | Financial and operational performance objectives (70% of annual bonus determination): Financial and operational metrics were set based on an internally-developed plan with pre-established targets approved by our Committee at the beginning of the fiscal year. The metrics selected for the annual bonus are intended to balance incentivizing strong short-term performance while also retaining alignment with the execution of our long-term strategy. |

  32. Fiscal Year 2024 and Fiscal Year 2025 Base Salaries

    | • | Individual performance objectives (30% 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. |

  33. Fiscal Year 2025 Bonus Objectives

    Fiscal Year 2025 Bonus Objectives The table below describes the company financial and operational performance objectives and weighting of each objective used for determining annual bonuses for all our executive officers for fiscal year 2025. The annual bonus includes threshold, target, and maximum performance levels for each objective (“Performance Range”), and resulting performance levels can result in a funding level for each objective that range from 0% to 200% of a target funding level, whereas any performance level of 100% would result in a target funding level of 100%. Any performance level falling below a threshold performance level would result in a 0% funding level.

  34. Fiscal Year 2025 Bonus Objectives

    | Performance Metric | Approximate Weighting (%) | FY 2025 Performance Range (%) | FY 2025 Objective ($) | FY 2025 Actual Results ($) | Weighted Funding (%) | | Financial — Adjusted EBITDA (1) | 21 | 80 - 120 | 1,560.8 million | 1,547.0 million | 29 | | Financial — New Contract Awards | 14 | 85 - 115 | 4,528.4 million | 4,684.4 million | 24 | | Financial — Total Revenues | 14 | 85 - 115 | 4,512.9 million | 4,519.6 million | 20 | | Operational — Management of ViaSat-3 Launch Schedule | 14 | 0 - 200 | (2) | 50% of Target (2) | 10 | | Operational — Management of Debt Strategies | 7 | 0 - 200 | (3) | 150% of Target (3) | 15 |

  35. Fiscal Year 2025 Bonus Objectives

    | (1) 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. |

  36. Fiscal Year 2025 Bonus Objectives

    | (2) This operational goal related to management of the ViaSat-3 launch and service schedules, including an assessment of quality, risk, and financial impact management. The Committee determined that the company’s achievement against the management of the ViaSat-3 launch schedule fell below target and resulted in a 50% performance and funding level. |

  37. Fiscal Year 2025 Bonus Objectives

    | (3) This operational goal related to management of debt strategies through structured plans or techniques used to manage and reduce debt in sustainable ways. The Committee determined that the company’s achievement against the management of debt strategies exceeded target and resulted in a 150% performance and funding level. |

  38. Fiscal Year 2025 Bonus Objectives

    Based on our fiscal year 2025 financial and operational performance, the Committee, acting under delegation of authority from the Board, determined that the company’s achievement relative to the pre-established objectives described above was 98%. Chief Executive Officer Annual Bonus Determination. For purposes of determining our Chief Executive Officer’s individual performance achievement for the leadership and strategic objectives in fiscal year 2025, 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:

  39. Fiscal Year 2025 Bonus Objectives

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

  40. Fiscal Year 2025 Bonus Objectives

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

  41. Fiscal Year 2025 Bonus Objectives

    The Nomination, Evaluation and Corporate Governance Committee evaluated our Chief Executive Officer’s leadership and strategic performance during fiscal year 2025 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:

  42. Fiscal Year 2025 Bonus Objectives

    | Leadership Performance | Strategic Performance | | Streamlined organizational structure and leadership team to improve operations and employee engagement | Advanced multi-orbit roadmap for communications services businesses, including through an agreement with Telesat for Lightspeed low earth orbit (“LEO”) capacity in early FY26 | | Implemented a new financial reporting segment structure, resulting in improved insights into Viasat’s businesses and growth opportunities | Expanded NexusWave maritime offering – which combines geostationary earth orbit and LEO, coastal LTE and L-band capacity in a fully-managed solution – with greater than 1,000 vessel orders received by early FY26 | | Served as Chairman of the Mobile Satellite Services Association, which seeks to advance global mobile connectivity for direct-to-device (“D2D”) and internet of things services | Led strong growth in commercial air business, with approximately 4,000 aircraft in service at the end of fiscal year 2025 | | Surpassed 100,000 high-assurance cryptography devices delivered to government customers | Successfully launched GX10A and 10B Ka-band payloads on Space Norway satellites to provide polar coverage for mobility applications | | Served as keynote speaker and held other key roles at external events, helping to elevate Viasat’s industry presence and thought leadership | Continued L-band product and service evolution for commercial and government applications, including solid D2D momentum |

  43. Fiscal Year 2025 Bonus Objectives

    Based on the accomplishments set forth above, as well as the achievement of other leadership and strategic objectives, the Nomination, Evaluation and Corporate Governance Committee awarded Mr. Dankberg 110% credit for the achievement of individual 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 and operational performance criteria (70% of annual bonus determination), and leadership and strategic performance criteria (30% of annual bonus determination), 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 2025. In particular, the Committee considered each individual’s contributions during fiscal year 2025 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:

  44. Fiscal Year 2025 Bonus Objectives

    | • | Mr. Chase: Led enterprise-wide financial transformation, leading to acceleration of modernizing processes to drive agility and performance; introduced and institutionalized disciplined operation review cycle, driving leadership to align financial outcomes with strategic objectives. |

  45. Fiscal Year 2025 Bonus Objectives

    | • | Ms. Duffy: Successfully led initiatives to strengthen our financial position and capital structure, including the restructuring of the 2026 Inmarsat notes. |

  46. Fiscal Year 2025 Bonus Objectives

    | • | Mr. Chandran: Technical leadership resulted in advancing our technology portfolio, generating attractive value out of our assets, building ecosystem of partnerships, and leading the engineering organization to accelerate innovation and improve operational performance. |

  47. Fiscal Year 2025 Bonus Objectives

    | • | Mr. Miller: Led strategic review of our government business, with greater emphasis on competitive financial structure, technology and products, and with heightened organizational effectiveness. |

  48. Fiscal Year 2025 Bonus Objectives

    | • | Mr. Dodd: Led continued growth in core mobility franchises, including growth with in-flight connectivity and aircraft in service through both new captures and expansion with existing customers. |

  49. Fiscal Year 2025 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 2025 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 2025:

  50. Fiscal Year 2025 Bonuses

    Fiscal Year 2025 Bonuses

  51. Fiscal Year 2025 Bonuses

    | Executive (1) | Target Bonus As Percentage of Annual Base Salary (%) | Actual Bonus ($) | Actual Bonus As Percentage of Target Bonus (%) | | Mark Dankberg | 140 | 1,940,000 | 102 | | Garrett Chase (2) | 100 | 420,000 | 115 | | Shawn Duffy | 90 | 570,000 | 94 | | Girish Chandran (3) | 80 | 585,000 | 104 | | Craig Miller | 80 | 560,000 | 99 | | James Dodd | 80 | 535,000 | 99 |

  52. Fiscal Year 2025 Bonuses

    | (1) Mr. Dixon and Mr. Gowrappan ceased serving as executive officers during fiscal year 2025 and departed Viasat in April 2025. Neither individual was eligible to receive an annual bonus for fiscal year 2025. |

  53. Fiscal Year 2025 Bonuses

    | (2) Mr. Chase’s annual bonus was prorated to reflect the portion of fiscal year 2025 during which he was employed. |

  54. Fiscal Year 2025 Bonuses

    | (3) Mr. Chandran’s annual bonus was prorated to account for his promotion to Corporate Chief Technology Officer and Senior Vice President, Engineering, which resulted in a salary change and a bonus target change from 75% of annual base salary to 80% of annual base salary. |

  55. Additional Fiscal Year 2025 Bonuses

    Additional Fiscal Year 2025 Bonuses Effective September 16, 2024, the Board appointed Garrett Chase as Senior Vice President and Chief Financial Officer. In connection with his commencement of employment, Mr. Chase received a sign-on bonus in the amount of $475,000. The sign-on bonus will be subject to repayment in the event of his voluntary resignation or termination for cause prior to the second anniversary of his start date (with 50% of the repayment obligation forgiven on the first anniversary of his start date). In October 2023, we awarded Mr. Dodd the opportunity to earn a performance bonus of $200,000, which was based on objectives associated with the divesture of the Energy Services Systems Integration (SI) business, which occurred in December 2024. This performance objective was achieved in December 2024, and the bonus was paid to Mr. Dodd at that time in recognition of his efforts with respect to the divestiture. In connection with his promotion to Corporate Chief Technology Officer and Senior Vice President, Engineering, Mr. Chandran received a one-time bonus payment of $250,000. The one-time bonus payment will be subject to repayment in the event of his voluntary resignation or termination for cause prior to the second anniversary of his promotion date (with 50% of the repayment obligation forgiven on the first anniversary of his start date). 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 2025. The Committee determined equity award levels for fiscal year 2025 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 2025 equity awards for our executive officers, the Committee also considered:

  56. Additional Fiscal Year 2025 Bonuses

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

  57. Additional Fiscal Year 2025 Bonuses

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

  58. Additional Fiscal Year 2025 Bonuses

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

  59. Additional Fiscal Year 2025 Bonuses

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

  60. Additional Fiscal Year 2025 Bonuses

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

  61. Additional Fiscal Year 2025 Bonuses

    | • | Viasat’s equity overhang levels, |

  62. Additional Fiscal Year 2025 Bonuses

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

  63. Additional Fiscal Year 2025 Bonuses

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

  64. Additional Fiscal Year 2025 Bonuses

    Based on the factors discussed above, our Committee, acting under delegation of authority from the Board, approved equity awards in the form of time-based restricted stock units and performance restricted stock units for our Named Executive Officers in fiscal year 2025. 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, the Named Executive Officers may also be eligible for accelerated vesting of all or a portion of their restricted stock units in accordance with the terms of their severance agreements and change in control severance agreements, as described below. Performance Stock Units. Consistent with previous years, in fiscal year 2025 the Committee granted a substantial portion of the equity incentives to our Named Executive Officers in the form of performance-based awards. Prior to June 2024, performance-based equity incentives granted to our Named Executive Officers were awarded in the form of performance-based stock options, but the Committee determined that issuing awards in the form of performance stock units maintained the right incentive structure while having a less dilutive impact under our equity program. The Committee also determined that the performance-based equity awards granted to our Named Executive Officers in June 2024 would be delivered in the form of two separate performance stock unit awards, each representing approximately 25% of the Named Executive Officer’s long-term incentive award for such fiscal year (other than with respect to Mr. Chase), which are described below. Given Mr. Chase commenced employment with Viasat in September 2025, his performance-based awards formed a portion of his new hire equity package and he received only TSR performance stock units, and did not receive any financial performance stock units (each as described below). Total Shareholder Return (TSR) Performance Stock Units Granted to Named Executive Officers in June 2024. Consistent with previous years, the Committee selected relative TSR as a performance metric for a portion of the performance stock units granted to our Named Executive Officers in fiscal year 2025 (the “TSR performance stock units”), which represented approximately 25% of the long-term incentive awards granted to our Named Executive Officers during fiscal year 2025. The Committee believes that TSR is the strongest indicator of long-term stockholder value creation and on a relative basis measures performance on a market adjusted basis. The TSR performance stock units awarded to our Named 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 Russell 3000. For more information on the TSR performance stock units granted during fiscal year 2025, see the Grants of Plan-Based Awards in Fiscal Year 2025 table below.

  65. Additional Fiscal Year 2025 Bonuses

    | • | Performance-Contingent Vesting Component. The TSR performance stock units granted during fiscal year 2025 will vest based on Viasat’s TSR performance relative to the companies that comprise the Russell 3000 index during a three-year performance period ending May 31, 2027, as described below. |

  66. Additional Fiscal Year 2025 Bonuses

    | • | Below 25th percentile performance: No TSR performance stock units will vest and they will be forfeited by the Named Executive Officer. |

  67. Additional Fiscal Year 2025 Bonuses

    | • | Between 25th and 90th percentile performance: The TSR performance stock units will vest on a linear scale between a range of 50% and 175% of the target number of TSR performance stock units awarded, where the target is achieved at the 50th percentile (with the resulting number of TSR performance stock units that ultimately vest at the end of the performance period referred to as the “performance-adjusted units”). |

  68. Additional Fiscal Year 2025 Bonuses

    | • | Above 90th percentile performance: Above 90th percentile performance will result in 175% of the target number of TSR performance stock units awarded becoming performance-adjusted units. |

  69. Additional Fiscal Year 2025 Bonuses

    | • | Time-Based Vesting Component. The TSR performance stock units are also subject to a time vesting component and any performance-adjusted units will cliff vest on the date on which the Committee certifies Viasat’s TSR performance, which certification will occur no later than June 30, 2027. |

  70. Additional Fiscal Year 2025 Bonuses

    | • | Change in Control Vesting: In the event of a change in control of the company prior to the end of the performance period, the number of TSR performance stock units in which a Named Executive Officer will be eligible to vest will be determined and will be the greater of (1) the “target” number of TSR performance stock units subject to the award or (2) the number of performance-adjusted units determined on the date of the change in control based on the company’s relative TSR compared to the Russell 3000 index for the portion of the performance period ending on the date of the change in control (based on the price for the company’s common stock in the change in control). The resulting performance-earned units will vest on May 31, 2027, subject to continued service through such date. |

  71. Additional Fiscal Year 2025 Bonuses

    | • | Other Accelerated Vesting: In the event of a Named Executive Officer’s termination due to death or disability, he or she will remain eligible to vest in the TSR performance stock units based on actual performance during the performance period. In addition, the Named Executive Officers may also be eligible for accelerated vesting of any portion of the TSR performance stock units (or, following a change in control, the performance-adjusted units) in accordance with the terms of their severance agreements and change in control severance agreements, as described below. |

  72. Additional Fiscal Year 2025 Bonuses

    Financial Performance Stock Units Granted to Named Executive Officers in June 2024. Approximately 25% of the long-term incentive awards granted to our Named Executive Officers during fiscal year 2025 were granted in the form of performance stock units tied to achievement of pre-established financial metrics during fiscal year 2025 (the “financial performance stock units”). For these financial performance stock unit awards the Committee selected financial metrics that were tailored to the company’s strategic priorities, rewarded strong operational performance, and balanced driving both short- and long-term performance. The Committee selected free cash flow, capital expenditures (“CapEx”), and revenue, all equally weighted. The financial performance stock units awarded to our Named Executive Officers are designed to further align executive pay with stockholder value creation by only delivering value when Viasat’s free cash flow, CapEx and revenue performance during the applicable measurement period achieves a performance level with a correlating funding level as described below. For more information on the financial performance stock units granted during fiscal year 2025, see the Grants of Plan-Based Awards in Fiscal Year 2025 table below.

  73. Additional Fiscal Year 2025 Bonuses

    | • | Performance-Contingent Vesting Component. The financial performance stock units were eligible to vest based on Viasat’s free cash flow, CapEx, and revenue performance over a one-year performance period starting on April 1, 2024 and ending on March 31, 2025. The financial performance stock units were eligible to vest on a linear scale and as described below for each performance metric with the resulting number of units determined at the end of the performance period based on company performance referred to as the performance-adjusted units). |

  74. Additional Fiscal Year 2025 Bonuses

    | Free Cash Flow (1) | Performance Range | Funding Range | | Below Threshold | Below 80% of target | 0% | | Threshold | 80% of target | 50% | | Target | 100% of target | 100% | | Maximum | 115% of target or greater | 175% |

  75. Additional Fiscal Year 2025 Bonuses

    | CapEx | Performance Range | Funding Range | | Below Threshold | Below 80% of target | 0% | | Threshold | 80% of target | 50% | | Target | 100% of target | 100% | | Maximum | 115% of target or greater | 175% |

  76. Additional Fiscal Year 2025 Bonuses

    | Revenue | Performance Range | Funding Range | | Below Threshold | Below 85% of target | 0% | | Threshold | 85% of target | 50% | | Target | 100% of target | 100% | | Maximum | 110% of target or greater | 175% |

  77. Additional Fiscal Year 2025 Bonuses

    | (1) Free cash flow is a non-GAAP measure. We define free cash flow as net cash provided by (used in) operating activities minus purchase of property, equipment and satellites, and other assets (capital expenditures). We believe free cash flow is an important liquidity metric because it measures, during a given period, the amount of cash generated that is available to repay debt obligations, make investments, fund acquisitions and for certain other activities. An itemized reconciliation between net cash provided by (used in) operating activities and free cash flow for fiscal year 2025 is set forth below. |

  78. Additional Fiscal Year 2025 Bonuses

    | • | Time-Based Vesting Component. The financial performance stock units are also subject to a time vesting component and any performance-adjusted units will vest in three equal annual installments on each of the first three anniversaries of the grant date. |

  79. Additional Fiscal Year 2025 Bonuses

    | • | Accelerated Vesting: In the event of a Named Executive Officer’s termination due to death or disability, he or she will vest in the performance-adjusted units on the date of termination. In addition, the Named Executive Officers may also be eligible for accelerated vesting of the performance-adjusted units in accordance with the terms of their severance agreements and change in control severance agreements, as described below. |

  80. Additional Fiscal Year 2025 Bonuses

    | • | Performance Outcome for Fiscal Year 2025 Under the Financial Performance Stock Units: The performance period applicable to the financial performance stock units ended on March 31, 2025, and in May 2025, our Committee certified performance relative to the performance metrics. Based on the results outlined below, a total of 150% of the “target” financial performance stock units were earned, and the resulting performance-earned units will vest in three equal annual installments on each of the first three anniversaries of the grant date. The first such installment vested in June 2025. Our actual performance and the resulting percentage of performance-earned units under the financial performance stock units with respect to the performance period ending March 31, 2025 is set forth in the table below: |

  81. Additional Fiscal Year 2025 Bonuses

    | Metric | Approximate Weighting (%) | Target | Actual Results | Percentage Achievement | | Free Cash Flow (1) | 33.3% | ($429.8 million) | ($122.0 million) | 58.3% | | CapEx | 33.3% | $1,437.0 million | $1,030.2 million | 58.3% | | Revenue | 33.3% | $4,520.0 million | $4,519.6 million | 33.3% | | Resulting Weighted Average Performance Multiplier | | | | 150% |

  82. Additional Fiscal Year 2025 Bonuses

    | (1) Free cash flow is a non-GAAP measure. We define free cash flow as net cash provided by (used in) operating activities minus purchase of property, equipment and satellites, and other assets (capital expenditures). We believe free cash flow is an important liquidity metric because it measures, during a given period, the amount of cash generated that is available to repay debt obligations, make investments, fund acquisitions and for certain other activities. An itemized reconciliation between net cash provided by (used in) operating activities and free cash flow for fiscal year 2025 is set forth below. |

  83. Additional Fiscal Year 2025 Bonuses

    | | For the Three Months Ended | | | | For the Fiscal Year Ended | | | March 31, 2025 | December 31, 2024 | September 30, 2024 | June 30, 2024 | March 31, 2025 | | | (In thousands) | | | | (In thousands) | | Net cash provided by (used in) operating activities | $298,443 | $219,459 | $239,189 | $151,096 | $908,187 | | Purchase of property, equipment and satellites, and other assets (capital expenditures) | (247,723) | (252,632) | (228,808) | (301,019) | (1,030,182) | | Free cash flow | $50,720 | $(33,173) | $10,381 | $(149,923) | $(121,995) |

  84. 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.

  85. 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. Compensation Discussion and Analysis

  86. Summary Compensation Table

    Summary Compensation Table The following table sets forth the compensation earned during the fiscal years ended March 31, 2025, March 31, 2024 and March 31, 2023 by each person who served as Chief Executive Officer and Chief Financial Officer during the fiscal year ended March 31, 2025, as well as our three other most highly compensated executive officers who were serving as executive officers at the end of fiscal year 2025 and two additional individuals who served as executive officers during fiscal year 2025 and would have been one of the three other most highly compensated executive officers but for the fact they were no longer serving as an executive officer as of March 31, 2025 (collectively, the Named Executive Officers):

  87. 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 | 2025 | 1,365,000 | — | 4,486,808 | — | 1,940,000 | 91,094 | 7,882,902 | | Chairman and | 2024 | 1,365,000 | — | 3,808,829 | 2,002,500 | 1,758,100 | 26,250 | 8,960,679 | | Chief Executive Officer | 2023 | 1,364,000 | — | — | 3,575,736 | 2,030,400 | 26,779 | 6,996,915 | | Garrett Chase | 2025 | 350,481 | 475,000 | 4,620,016 | — | 420,000 | — | 5,865,497 | | Senior Vice President and Chief Financial Officer (5) | | | | | | | | | | Shawn Duffy | 2025 | 674,712 | — | 944,599 | — | 570,000 | 26,133 | 2,215,444 | | Senior Vice President and | 2024 | 659,423 | — | 934,272 | 580,725 | 535,000 | 26,586 | 2,736,006 | | Chief Accounting Officer, Former Chief Financial Officer | 2023 | 629,538 | — | — | 877,100 | 650,000 | 10,458 | 2,167,096 | | Girish Chandran | 2025 | 614,904 | 250,000 | 802,908 | — | 585,000 | 17,810 | 2,270,622 | | Corporate Chief Technology Officer and Senior Vice President, Engineering (6) | | | | | | | | | | Craig Miller | 2025 | 704,423 | — | 944,599 | — | 560,000 | 17,250 | 2,226,272 | | Senior Vice President | 2024 | 674,039 | — | 800,804 | 667,500 | 650,000 | 16,760 | 2,809,103 | | and President, Government | 2023 | 580,385 | — | — | 751,800 | 675,000 | 17,173 | 2,024,358 | | James Dodd | 2025 | 674,519 | — | 802,908 | — | 735,000 | 17,250 | 2,229,677 | | Senior Vice President and President, Commercial Services (7) | | | | | | | | | | Evan Dixon | 2025 | 451,827 | — | — | — | — | 2,504,163 | 2,955,990 | | Former President, Global Fixed Broadband (8) | | | | | | | | | | K. Guru Gowrappan | 2025 | 1,000,000 | — | 4,486,808 | — | — | 11,538 | 5,498,346 | | Former President (9) | 2024 | 950,000 | 1,000,000 | 7,309,420 | 10,134,746 | 1,288,000 | 16,500 | 20,698,666 |

  88. Summary Compensation Table

    | (1) For Mr. Chase and Mr. Gowrappan, amounts in this column represent one-time signing or relocation bonuses paid in connection with their commencement of employment. For Mr. Chandran, the amount in this column represents a one-time bonus payment in connection with his promotion to Corporate Chief Technology Officer and Senior Vice President, Engineering. |

  89. Summary Compensation Table

    | (2) These columns represent the aggregate grant date fair value, calculated in accordance with SEC rules, of stock and option awards granted in fiscal years 2025, 2024 and 2023. 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. |

  90. Summary Compensation Table

    In November 2022 (and, with respect to Mr. Gowrappan, April 2023), certain of 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, 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. In June 2024 (and, with respect to Mr. Chase, September 2024), certain of the Named Executive Officers were granted TSR performance stock units that are eligible to vest based on Viasat’s relative TSR performance as compared to the Russell 3000 Index during a three-year performance period ending May 31, 2027, subject to the Named Executive Officer’s continued service through the vesting date. The number of TSR performance stock units that will ultimately become vested at the end of the three-year performance period will range from 0% to 175% of the target number of performance stock units. The grant date fair value of the TSR performance stock units was calculated using a Monte Carlo simulation which considered the likelihood of achieving the vesting conditions. EXECUTIVE COMPENSATION • Summary Compensation Table Also in June 2024, certain of the Named Executive Officers were granted financial performance stock units that were eligible to vest based on Viasat’s performance relative to free cash flow, CapEx and revenue during fiscal year 2025. The number of financial performance stock units that were eligible to ultimately become vested based on performance during the one-year performance period ranged from 0% to 175% of the target number of performance stock units. The grant date fair value of the financial performance stock units was calculated based on Viasat’s stock price on the date of grant and the likelihood of achieving the vesting conditions, which was determined to be the “target” level of performance. The grant date fair value of the financial performance stock units, assuming achievement of the vesting conditions at the “maximum” achievement level, would have been as follows: Mr. Dankberg: $1,966,886; Ms. Duffy: $414,084; Mr. Chandran: $351,969; Mr. Miller: $414,084; Mr. Dodd: $351,969; and Mr. Gowrappan: $1,966,886. 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, 2025, as filed with the SEC.

  91. Summary Compensation Table

    | (3) Represents amounts earned under our annual bonus program described in the Compensation Discussion and Analysis section. For Mr. Dodd for fiscal year 2025, also includes a one-time performance incentive in the amount of $200,000 earned in connection with the divesture of the Energy Services Systems Integration (SI) business, which occurred on December 18, 2024. |

  92. Summary Compensation Table

    | (4) The amounts for fiscal year 2025 include the following: reimbursement of club dues for Mr. Dankberg, Ms. Duffy, Mr. Dixon, and Mr. Chandran in the amounts of $74,844, $10,779, $1,664 and $60 respectively; severance compensation for Mr. Dixon in the amount of $2,428,249; payout of accrued but unused paid time off for Mr. Dixon in the amount of $71,250; reimbursement of tax services for Mr. Dixon in the amount of $3,000; patent awards for Mr. Dankberg and Mr. Chandran in the amounts of $750 and $500, respectively; and company 401(k) matching contributions for Mr. Dankberg, Ms. Duffy, Mr. Chandran, Mr. Miller, Mr. Dodd, Mr. Gowrappan in the amounts of $15,500; $15,354; $17,250; $17,250; $17,250; $11,538 respectively. |

  93. Summary Compensation Table

    | (5) Garrett Chase was not a Named Executive Officer in fiscal years 2023 or 2024. |

  94. Summary Compensation Table

    | (6) Girish Chandran was not a Named Executive Officer in fiscal years 2023 or 2024. |

  95. Summary Compensation Table

    | (7) James Dodd was not a Named Executive Officer in fiscal years 2023 or 2024. |

  96. Summary Compensation Table

    | (8) Evan Dixon was not a Named Executive Officer in fiscal years 2023 or 2024. Mr. Dixon ceased serving as an executive officer in July 2024 and departed Viasat in April 2025. |

  97. Summary Compensation Table

    | (9) K. Guru Gowrappan was not a Named Executive Officer in fiscal year 2023. Mr. Gowrappan ceased serving as an executive officer in January 2025 and departed Viasat in April 2025. |

  98. Summary Compensation Table

    EXECUTIVE COMPENSATION • Grants of Plan-Based Awards in Fiscal Year 2025

  99. Grants of Plan-Based Awards in Fiscal Year 2025

    Grants of Plan-Based Awards in Fiscal Year 2025 The following table sets forth information regarding grants of plan-based awards to each of the Named Executive Officers during fiscal year 2025:

  100. Grants of Plan-Based Awards in Fiscal Year 2025

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) (2) | Grant Date Fair Value of Stock and Option Awards ($) (3) | | Name | Grant Date | Approval Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Mark Dankberg | — | — | — | 1,911,000 | 4,777,500 | — | — | — | — | — | | | 06/07/2024 | 05/28/2024 | — | — | — | — | — | — | 139,706 | 2,247,870 | | | 06/07/2024 (4) | 05/28/2024 | — | — | — | — | 52,919 | 92,608 | — | 1,115,003 | | | 06/07/2024 (5) | 05/28/2024 | — | — | — | 34,927 | 69,853 | 122,243 | — | 1,123,935 | | Garrett Chase | — | — | — | 364,300 | 910,750 | — | — | — | — | — | | | 09/16/2024 | 09/05/2024 | — | — | — | — | — | — | 78,143 | 1,060,400 | | | 09/16/2024 (6) | 09/05/2024 | — | — | — | — | — | — | 187,542 | 2,544,945 | | | 09/16/2024 (4) | 09/05/2024 | — | — | — | — | 59,199 | 103,598 | — | 1,014,671 | | Shawn Duffy | — | — | — | 607,500 | 1,518,750 | — | — | — | — | — | | | 06/07/2024 | 05/28/2024 | — | — | — | — | — | — | 29,412 | 473,239 | | | 06/07/2024 (4) | 05/28/2024 | — | — | — | — | 11,141 | 19,497 | — | 234,741 | | | 06/07/2024 (5) | 05/28/2024 | — | — | — | 7,353 | 14,706 | 25,736 | — | 236,619 | | Girish Chandran | — | — | — | 560,000 | 1,400,000 | — | — | — | — | — | | | 06/07/2024 | 05/28/2024 | — | — | — | — | — | — | 25,000 | 402,250 | | | 06/07/2024 (4) | 05/28/2024 | — | — | — | — | 9,470 | 16,573 | — | 199,533 | | | 06/07/2024 (5) | 05/28/2024 | — | — | — | 6,250 | 12,500 | 21,875 | — | 201,125 | | Craig Miller | — | — | — | 564,000 | 1,410,000 | — | — | — | — | — | | | 06/07/2024 | 05/28/2024 | — | — | — | — | — | — | 29,412 | 473,239 | | | 06/07/2024 (4) | 05/28/2024 | — | — | — | — | 11,141 | 19,497 | — | 234,741 | | | 06/07/2024 (5) | 05/28/2024 | — | — | — | 7,353 | 14,706 | 25,736 | — | 236,619 | | James Dodd | — | — | — | 540,000 | 1,350,000 | — | — | — | — | — | | | 06/07/2024 | 05/28/2024 | — | — | — | — | — | — | 25,000 | 402,250 | | | 06/07/2024 (4) | 05/28/2024 | — | — | — | — | 9,470 | 16,573 | — | 199,533 | | | 06/07/2024 (5) | 05/28/2024 | — | — | — | 6,250 | 12,500 | 21,875 | — | 201,125 | | Evan Dixon | — | — | — | 520,000 | 1,300,000 | — | — | — | — | — | | K. Guru Gowrappan | — | — | — | 1,400,000 | 3,500,000 | — | — | — | — | — | | | 06/07/2024 | 05/28/2024 | — | — | — | — | — | — | 139,706 | 2,247,870 | | | 06/07/2024 (4) | 05/28/2024 | — | — | — | — | 52,919 | 92,608 | — | 1,115,003 | | | 06/07/2024 (5) | 05/28/2024 | — | — | — | 34,927 | 69,853 | 122,243 | — | 1,123,935 |

  101. Grants of Plan-Based Awards in Fiscal Year 2025

    | (1) Represents target and maximum amounts payable under our annual bonus program for fiscal year 2025. 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. |

  102. Grants of Plan-Based Awards in Fiscal Year 2025

    | (2) Except as described in footnote (6) below, restricted stock unit awards vest in three equal annual installments over the course of three years measured from the grant date. |

  103. Grants of Plan-Based Awards in Fiscal Year 2025

    | (3) 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. 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, 2025, as filed with the SEC. |

  104. Grants of Plan-Based Awards in Fiscal Year 2025

    | (4) Represents the TSR performance stock units that are eligible to vest based on Viasat’s relative TSR performance as compared to the Russell 3000 Index during a three-year performance period ending May 31, 2027, subject to the Named Executive Officer’s continued service through the vesting date. The number of TSR performance stock units that will ultimately become vested at the end of the three-year performance period will range from 0% to 175% of the target number of performance stock units. |

  105. Grants of Plan-Based Awards in Fiscal Year 2025

    EXECUTIVE COMPENSATION • Grants of Plan-Based Awards in Fiscal Year 2025

  106. Grants of Plan-Based Awards in Fiscal Year 2025

    | (5) Represents the financial performance stock units that were eligible to vest based on Viasat’s performance relative to free cash flow, CapEx and revenue during fiscal year 2025. The number of financial performance stock units that were eligible to ultimately become vested based on performance during the one-year performance period ranged from 0% to 175% of the target number of performance stock units. The performance period applicable to the financial performance stock units ended on March 31, 2025, and in May 2025, our Committee certified performance relative to the performance metrics and determined that 150% of the “target” financial performance stock units were earned. The resulting performance-earned units will vest in three equal annual installments on each of the first three anniversaries of the grant date. The first such installment vested in June 2025. |

  107. Grants of Plan-Based Awards in Fiscal Year 2025

    | (6) Restricted stock units vest in three equal annual installments on each of February 17, 2025, 2026 and 2027. |

  108. Grants of Plan-Based Awards in Fiscal Year 2025

    EXECUTIVE COMPENSATION • Outstanding Equity Awards at 2025 Fiscal Year End

  109. Outstanding Equity Awards at 2025 Fiscal Year End

    Outstanding Equity Awards at 2025 Fiscal Year End The following table lists all outstanding equity awards held by each of the Named Executive Officers as of March 31, 2025:

  110. Outstanding Equity Awards at 2025 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) | Equity Incentive Plan Awards: Number of unearned shares, Units, or Other Rights that Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights that Have Not Vested ($) (2) | | Mark Dankberg | 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 | — | — | — | — | | | 11/17/2021 | — | — | — | — | — | 21,017 | 218,997 | — | — | | | 06/07/2023 | — | — | — | — | — | 63,032 | 656,793 | — | — | | | 06/07/2024 | — | — | — | — | — | 139,706 | 1,455,737 | — | — | | | 06/07/2024 | — | — | — | — | — | — | — | 52,919(5) | 551,416 | | | 06/07/2024 | — | — | — | — | — | 104,780(6) | 1,091,808 | — | — | | Garrett Chase | 09/16/2024 | — | — | — | — | — | 125,028(7) | 1,302,792 | — | — | | | 09/16/2024 | — | — | — | — | — | 78,143 | 814,250 | — | — | | | 09/16/2024 | — | — | — | — | — | — | — | 59,199(5) | 616,854 | | Shawn Duffy | 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 | — | — | — | — | | | 11/17/2021 | — | — | — | — | — | 4,425 | 46,109 | — | — | | | 06/07/2023 | — | — | — | — | — | 15,461 | 161,104 | — | — | | | 06/07/2024 | — | — | — | — | — | 29,412 | 306,473 | | | | | 06/07/2024 | — | — | — | — | — | — | — | 11,141(5) | 116,089 | | | 06/07/2024 | — | — | — | — | — | 22,059(6) | 229,855 | — | — | | Girish Chandran | 11/17/2021 | — | — | 24,032(3) | 53.43 | 11/17/2027 | — | — | — | — | | | 11/17/2022 | — | — | 25,000(3) | 34.00 | 11/17/2028 | — | — | — | — | | | 10/09/2023 | — | — | 30,000(4) | 15.96 | 10/09/2029 | — | — | — | — | | | 11/17/2021 | — | — | — | — | — | 3,540 | 36,887 | — | — | | | 06/07/2023 | — | — | — | — | — | 11,043 | 115,068 | — | — | | | 06/07/2024 | — | — | — | — | — | 25,000 | 260,500 | — | — | | | 06/07/2024 | — | — | — | — | — | — | — | 9,470(5) | 98,677 | | | 06/07/2024 | — | — | — | — | — | 18,750(6) | 195,375 | — | — | | 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 | — | — | — | — | | | 11/17/2021 | — | — | — | — | — | 3,761 | 39,190 | — | — | | | 06/07/2023 | — | — | — | — | — | 13,252 | 138,086 | — | — | | | 06/07/2024 | — | — | — | — | — | 29,412 | 306,473 | — | — | | | 06/07/2024 | — | — | — | — | — | — | — | 11,141(5) | 116,089 | | | 06/07/2024 | — | — | — | — | — | 22,059(6) | 229,855 | — | — | | James Dodd | 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 | — | — | — | — | | | 11/17/2021 | — | — | — | — | — | 3,761 | 39,190 | — | — | | | 06/07/2023 | — | — | — | — | — | 13,252 | 138,086 | — | — | | | 06/07/2024 | — | — | — | — | — | 25,000 | 260,500 | — | — | | | 06/07/2024 | — | — | — | — | — | — | — | 9,470(5) | 98,677 | | | 06/07/2024 | — | — | — | — | — | 18,750(6) | 195,375 | — | — |

  111. Outstanding Equity Awards at 2025 Fiscal Year End

    EXECUTIVE COMPENSATION • Outstanding Equity Awards at 2025 Fiscal Year End

  112. Outstanding Equity Awards at 2025 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) | Equity Incentive Plan Awards: Number of unearned shares, Units, or Other Rights that Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights that Have Not Vested ($) (2) | | Evan Dixon | 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 | — | — | 43,500(4) | 15.96 | 10/09/2029 | — | — | — | — | | 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 | — | — | — | — | — | 159,223 | 1,659,104 | — | — | | | 06/07/2024 | — | — | — | — | — | 139,706 | 1,455,737 | — | — | | | 06/07/2024 | — | — | — | — | — | — | — | 52,919(5) | 551,416 | | | 06/07/2024 | — | — | — | — | — | 104,780(6) | 1,091,808 | — | — |

  113. Outstanding Equity Awards at 2025 Fiscal Year End

    | (1) Except as otherwise described in the footnotes below, restricted stock unit awards reflected in this column and granted prior to June 7, 2024 vest in four equal annual installments over the course of four years measured from the grant date. Except as otherwise described in the footnotes below, restricted stock unit awards reflected in this column and granted on or after June 7, 2024 vest in three equal annual installments over the course of three years measured from the grant date. |

  114. Outstanding Equity Awards at 2025 Fiscal Year End

    | (2) Computed by multiplying the closing price of our common stock on March 31, 2025 ($10.42 per share), the last trading day of fiscal year 2025, by the number of shares subject to such stock award. |

  115. Outstanding Equity Awards at 2025 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. |

  116. Outstanding Equity Awards at 2025 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 three-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. |

  117. Outstanding Equity Awards at 2025 Fiscal Year End

    | (5) TSR performance stock units that are eligible to vest based on Viasat’s relative TSR performance as compared to the Russell 3000 Index during a three-year performance period ending May 31, 2027, subject to the Named Executive Officer’s continued service through the vesting date. The number of TSR performance stock units that will ultimately become vested at the end of the three-year performance period will range from 0% to 175% of the target number of performance stock units. The TSR performance stock units are reflected in the table above at “target” performance levels. |

  118. Outstanding Equity Awards at 2025 Fiscal Year End

    | (6) Financial performance stock units that were eligible to vest based on Viasat’s performance relative to free cash flow, CapEx and revenue during fiscal year 2025. The number of financial performance stock units that were eligible to ultimately become vested based on performance during the one-year performance period ranged from 0% to 175% of the target number of performance stock units. The performance period applicable to the financial performance stock units ended on March 31, 2025, and in May 2025, our Committee certified performance relative to the performance metrics and determined that 150% of the “target” financial performance stock units were earned. The resulting performance-earned units will vest in three equal annual installments on each of the first three anniversaries of the grant date. The first such installment vested in June 2025. The financial performance stock units are reflected in the table above at 150% of “target” performance levels. |

  119. Outstanding Equity Awards at 2025 Fiscal Year End

    | (7) Restricted stock units vest in three equal annual installments on each of February 17, 2025, 2026 and 2027. Reflects remaining unvested installments as of March 31, 2025. |

  120. Outstanding Equity Awards at 2025 Fiscal Year End

    EXECUTIVE COMPENSATION • Option Exercises and Stock Vested in Fiscal Year 2025

  121. Option Exercises and Stock Vested in Fiscal Year 2025

    Option Exercises and Stock Vested in Fiscal Year 2025 The following table provides information concerning stock awards vested for each of the Named Executive Officers during fiscal year 2025:

  122. Option Exercises and Stock Vested in Fiscal Year 2025

    | | 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 | — | — | 62,081 | 606,266 | | Garret Chase | — | — | 62,514 | 573,253 | | Shawn Duffy | — | — | 15,706 | 152,251 | | Girish Chandran | — | — | 12,235 | 116,276 | | Craig Miller | — | — | 9,993 | 104,830 | | James Dodd | — | — | 19,244 | 230,720 | | Evan Dixon (2) | — | — | 30,272 | 653,563 | | K. Guru Gowrappan (2) | — | — | 53,075 | 921,913 |

  123. Option Exercises and Stock Vested in Fiscal Year 2025

    | (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. |

  124. Option Exercises and Stock Vested in Fiscal Year 2025

    | (2) Messrs. Dixon and Gowrappan departed Viasat in April 2025. |

  125. 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.

  126. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation None of our Named Executive Officers participates in or has account balances in any deferred compensation plans sponsored by us.

  127. 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. 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, including in circumstances which could arise from the occurrence of a change in control. We have entered in a severance agreements, or Severance Agreements with each of our Named Executive Officers. We have also entered into change in control severance agreements, or Change in Control Agreements, with each of the Named Executive Officers other than Ms. Duffy and Mr. Dodd. We describe the separation arrangements with each of Messrs. Dixon and Gowrappan, each of whom has departed the company, below. Under the Severance Agreements, in the event an executive officer’s employment is terminated by Viasat without “cause” or the executive officer resigns 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), 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:

  128. 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, |

  129. 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 2.0 for our Chief Executive Officer, Ms. Duffy and Mr. Dodd, and 1.0 for the remaining Named Executive Officers), |

  130. Potential Payments Upon Termination

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

  131. Potential Payments Upon Termination

    | • | 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 termination (or, with respect to Ms. Duffy and Mr. Dodd, all of his or her outstanding restricted stock units shall vest and all of the performance-based stock options granted prior to fiscal year 2024 will be considered time-vested). |

  132. Potential Payments Upon Termination

    Each of the Severance Agreements have a term of one year commencing December 1, 2024, subject to automatic one-year extensions; however, the agreements with Ms. Duffy and Mr. Dodd will only extend beyond December 31, 2025 upon mutual agreement, and otherwise the expiration of the agreements or any earlier termination other than for cause or without good reason will be a qualifying termination and termination of his or her role with Viasat, respectively. 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:

  133. 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, |

  134. 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), |

  135. Potential Payments Upon Termination

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

  136. Potential Payments Upon Termination

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

  137. Potential Payments Upon Termination

    Each of the Change in Control Agreements have a term of one year commencing December 1, 2024, subject to automatic one-year extensions; however, the term will be automatically extended to the extent it would otherwise expire during the period commencing on the first public announcement of a definitive agreement that would result in a change in control and ending on the date that is 18 months following the occurrence of such change in control. 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 or reaffirm his or her obligations under 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, including the Severance Agreements. The Severance Agreements and 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 stock units granted to our Named Executive Officers during fiscal year 2025, 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 will also vest upon his or her death or termination of employment due to disability. With respect to the performance-based options granted to certain Named Executive Officers in fiscal year 2024 and prior fiscal years and tied to relative TSR performance, in the event of a Named Executive Officer’s termination of employment prior to the end of the performance period, he or she 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 applicable to such options, after giving effect to any additional time-based vesting credit pursuant to his or her Severance Agreement (and, in the case of a Named Executive Officer’s 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). In the event of a change in control prior to the end of the performance period, the number of performance-adjusted options in which a Named Executive Officer will be eligible to vest based on the time-based vesting schedule applicable to such options 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. Following a change in control, 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 after a change in control in accordance with the terms of their Change in Control Agreements. With respect to the performance-based options granted to certain of the Named Executive Officers during fiscal year 2024 tied to stock price hurdles, 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). 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 stock price on the date of the change in control). 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 Agreements. The following table sets forth the intrinsic values that the Named Executive Officers would derive in the event of (1) a hypothetical termination of employment by Viasat without cause or as a result of the Named Executive Officer’s resignation for good reason, (2) 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 and (3) in the event of a Named Executive Officer’s death or termination due to disability. The table assumes that the termination of employment hypothetically occurred on March 31, 2025, the last day of fiscal year 2025, and that the Severance and Change in Control Agreements were in effect as of such date. Mr. Dixon and Mr. Gowrappan, who departed Viasat in April 2025 and received separation payments pursuant to the transition agreements described below entered into in July 2024 and January 2025, respectively, are not included in the table below and instead, the termination benefits actually provided to them under their separation arrangements with Viasat are described below.

  138. 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 ($) (4) | Intrinsic Value of Accelerated Performance Stock Units ($) (5) | Total ($) | | Mark Dankberg | | | | | | | | | Termination without Cause/Resignation for Good Reason Apart from a Change in Control | 252,000 | 6,552,000 | 15,418 | — | 923,181 | 363,950 | 8,106,549 | | Termination without Cause/Resignation for Good Reason in Connection with a Change in Control | 252,000 | 9,828,000 | 15,418 | — | 2,331,527 | 1,643,224 | 14,070,169 | | Death or Disability | 252,000 | — | — | — | 2,331,527 | 1,643,224 | 4,226,751 | | Garrett Chase | | | | | | | | | Termination without Cause/Resignation for Good Reason Apart from a Change in Control | — | 1,039,300 | 27,940 | — | 922,816 | — | 1,990,056 | | Termination without Cause/Resignation for Good Reason in Connection with a Change in Control | — | 2,078,600 | 27,940 | — | 2,117,042 | 616,854 | 4,840,436 | | Death or Disability | — | — | — | — | 2,117,042 | 616,854 | 2,733,896 | | Shawn Duffy | | | | | | | | | Termination without Cause/Resignation for Good Reason Apart from a Change in Control | — | 2,565,000 | 27,940 | — | 513,686 | 76,618 | 3,183,244 | | Termination without Cause/Resignation for Good Reason in Connection with a Change in Control | — | 2,565,000 | 27,940 | — | 513,686 | 345,944 | 3,452,570 | | Death or Disability | — | 2,565,000 | 27,940 | — | 513,686 | 345,944 | 3,452,570 | | Girish Chandran | | | | | | | | | Termination without Cause/Resignation for Good Reason Apart from a Change in Control | 101,419 | 1,310,000 | 49,008 | — | 162,083 | 65,135 | 1,687,645 | | Termination without Cause/Resignation for Good Reason in Connection with a Change in Control | 101,419 | 2,620,000 | 49,008 | — | 412,455 | 294,052 | 3,476,934 | | Death or Disability | 101,419 | — | — | — | 412,455 | 294,052 | 807,926 |

  139. 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 ($) (4) | Intrinsic Value of Accelerated Performance Stock Units ($) (5) | Total ($) | | Craig Miller | | | | | | | | | Termination without Cause/Resignation for Good Reason Apart from a Change in Control | 97,026 | 1,269,000 | 33,492 | — | 187,384 | 76,618 | 1,663,520 | | Termination without Cause/Resignation for Good Reason in Connection with a Change in Control | 97,026 | 2,538,000 | 33,492 | — | 483,749 | 345,944 | 3,498,211 | | Death or Disability | 97,026 | — | — | — | 483,749 | 345,944 | 926,719 | | James Dodd | | | | | | | | | Termination without Cause/Resignation for Good Reason Apart from a Change in Control | 40,133 | 2,430,000 | 14,124 | — | 437,776 | 65,135 | 2,987,168 | | Termination without Cause/Resignation for Good Reason in Connection with a Change in Control | 40,133 | 2,430,000 | 14,124 | — | 437,776 | 294,052 | 3,216,085 | | Death or Disability | 40,133 | 2,430,000 | 14,124 | — | 437,776 | 294,052 | 3,216,085 |

  140. Potential Payments Upon Termination

    | (1) Represents accrual for vacation that had not been taken as of March 31, 2025. |

  141. Potential Payments Upon Termination

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

  142. 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 31, 2025 ($10.42 per share), the last trading day of fiscal year 2025, and the option exercise price, if any, multiplied by the number of shares for which the option was accelerated. Given that, as of March 31, 2025, 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 because none of the stock price hurdles nor the TSR achievement levels applicable to the performance-based stock options had yet been achieved based on the closing price of our common stock on such date, the intrinsic value of any accelerated options as of that date is zero as reflected in the table above. |

  143. 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 31, 2025 ($10.42 per share), the last trading day of fiscal year 2025, by the number of shares that were accelerated. |

  144. Potential Payments Upon Termination

    | (5) The intrinsic value of accelerated performance stock unit awards is computed by multiplying the closing price of our common stock on March 31, 2025 ($10.42 per share), the last trading day of fiscal year 2025, by the number of shares that were accelerated. Upon a Named Executive Officer’s qualifying termination under his or her Severance Agreement, he or she would remain eligible to vest in those performance stock units that would have vested during the 12 month period following termination (and, in the case of the TSR performance stock units, no vesting would occur as a result of such a termination on March 31, 2025 given the performance period will not lapse during such period). In the event of a qualifying termination under a Named Executive Officer’s Change in Control Agreement, he or she would vest in any performance-earned units (determined as of the date of the change in control) as of the date of such termination (or, if later, the date of the change in control). In addition, upon a Named Executive Officer’s death or termination due to disability on March 31, 2025, he or she would have vested in all of the financial performance stock units (given the performance period ended on such date) and would remain eligible to vest in any TSR performance stock units based on actual performance during the performance period. For purposes of the table above, the accelerated vesting of the financial performance stock units (or the applicable portion thereof that would vest on an accelerated basis under the circumstances listed in the table above) was calculated based on the actual achievement level of 150% of target for the performance period that ended on March 31, 2025. The accelerated vesting of the TSR performance stock units, if any, is reflected based on the target level of performance. |

  145. 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 2025 by our CEO to the median of the annual total compensation received by all our employees (other than our CEO). Our median employee earned $176,865 in total compensation during the fiscal year ended March 31, 2025. Based upon the annual total compensation of Mr. Dankberg, our CEO, of $7,882,902 reported in the Summary Compensation Table for fiscal year 2025, our ratio of CEO pay to median employee pay for fiscal year 2025 was approximately 45 to 1. As permitted by SEC rules, we determined it was appropriate to use the same median employee identified in fiscal year 2024 as described below. We determined that there have been no changes in our employee population and compensation arrangements that we believe would significantly impact our pay ratio disclosure. 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. Using this median employee, 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 2025. 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 the last day of the fiscal year. Pay Versus Performance

  146. Pay Versus Performance

    Pay Versus Performance

  147. 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, 2025, 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:

  148. 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) | | 2025 | 7,882,902 | 2,075,420 | N/A | N/A | 3,323,121 | 1,304,729 | 29.01 | 145.34 | (574,962) | 1,546,970 | | 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 |

  149. 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: |

  150. Pay Versus Performance Table

    | Fiscal Year | First PEO | Second PEO | Non-PEO NEOs | | 2025 | Mark Dankberg | N/A | Garrett Chase, Shawn Duffy, Girish Chandran, James Dodd, Craig Miller, Evan Dixon and K. Guru Gowrappan | | 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 |

  151. Pay Versus Performance Table

    | (2) Compensation actually paid to our NEOs represents the “Total” compensation reported in the Summary Compensation Table for fiscal year 2025, as adjusted as follows: |

  152. 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 | (4,486,808) | (1,800,263) | | 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 | 3,180,979 | 1,212,067 | | Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date | — | 81,893 | | 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 | (3,866,306) | (1,416,153) | | 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 | (635,347) | (95,936) | | COMPENSATION ACTUALLY PAID | 2,075,420 | 1,304,729 |

  153. 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, (2) for performance-based stock options and the TSR performance stock units, 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 |

  154. Pay Versus Performance Table

    EXECUTIVE COMPENSATION • Pay Versus Performance

  155. Pay Versus Performance Table

    | respect to any relative TSR market condition, and (3) for performance stock units tied to financial performance, the closing price of a share of our common stock on the fiscal year end date multiplied by the probability of achievement as of such date. Assumptions used in the Monte-Carlo simulations performed for performance-based stock options provided for a remaining contractual term assumption ranging between 2.6 - 4.5 years, a volatility assumption ranging between 69.23% - 80.88% using the Company’s historical volatility, and a risk free interest rate ranging between 3.81% - 3.87%, based on the yields of U.S. Treasury securities with maturities approximating the terms of the awards. Assumptions used in the Monte-Carlo simulations performed for TSR performance stock units provided for a volatility assumption of 82.67% using the Company’s historical volatility and a risk free interest rate of 3.81%, 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, 2025, as filed with SEC. |

  156. 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”). |

  157. 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. |

  158. 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 2025, 2024, 2023, 2022, and 2021 is set forth below. |

  159. Pay Versus Performance Table

    | | Fiscal Year Ended March 31, 2025 | 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. | $(574,962) | $(1,068,904) | $1,084,806 | $(15,534) | $3,691 | | Provision for (benefit from) income taxes | (941) | (140,052) | 474,574 | (14,237) | 9,441 | | Interest expense (income), net | 338,024 | 304,140 | 7,297 | 28,887 | 32,247 | | Depreciation and amortization | 1,360,807 | 1,157,524 | 500,377 | 495,447 | 397,102 | | Stock-based compensation expense | 80,385 | 83,631 | 84,459 | 86,808 | 84,879 | | Acquisition and transaction related expenses (1) | 64,467 | 157,579 | 93,548 | 33,965 | 3,328 | | Ground network (FY25), satellite (FY24) impairment and related charges, net | 169,400 | 905,496 | — | — | — | | Loss (gain) on extinguishment of debt, net | 99,814 | — | — | — | — | | Other (income) expense, net | 9,976 | — | — | (4,118) | — | | Loss (gain) on the Link-16 TDL Sale | — | 11,000 | (1,661,891) | — | — | | Adjusted EBITDA (2) | $1,546,970 | $1,410,414 | $583,170 | $611,218 | $530,688 |

  160. Pay Versus Performance Table

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

  161. Pay Versus Performance Table

    | (2) Amounts include both continuing and discontinued operations , excluding the fourth quarter of fiscal year 2024 loss and the fourth quarter of fiscal year 2023 gain on the Link-16 TDL Sale. |

  162. 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 2024, 2023, 2022, and 2021, respectively. |

  163. Pay Versus Performance Table

    Pay Versus Performance

  164. 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, 2025:

  165. Pay Versus Performance Tabular List

    | • | Revenue |

  166. Pay Versus Performance Tabular List

    | • | Adjusted EBITDA |

  167. Pay Versus Performance Tabular List

    | • | TSR Relative to the Russell 3000 Index |

  168. Pay Versus Performance Tabular List

    | • | Stock Price |

  169. Pay Versus Performance Tabular List

    | • | Free Cash Flow |

  170. Pay Versus Performance Tabular List

    | • | Capital Expenditures |

  171. Director Compensation

    Director Compensation The following table sets forth the compensation earned during the fiscal year ended March 31, 2025 by each of our non-employee directors:

  172. 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 | 27,728 | 49,350 | — | — | — | 159,578 | | Robert Johnson (3) | — | — | — | — | — | — | — | | Sean Pak | 115,000 | 27,728 | 49,350 | — | — | — | 192,078 | | John Stenbit | 107,500 | 27,728 | 49,350 | — | — | — | 184,578 | | Andrew Sukawaty (4) | 95,000 | 27,728 | 49,350 | — | — | — | 172,078 | | Rajeev Suri (5) | 59,450 | 27,728 | 49,350 | — | — | — | 136,528 | | Richard Baldridge | 100,000(6) | 27,728 | 49,350 | — | — | — | 177,078 | | Theresa Wise | 102,500 | 27,728 | 49,350 | — | — | — | 179,578 |

  173. 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 2025. 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, 2025, 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 2025 for each non-employee director was as follows: Mr. Bridenstine (1,600); Mr. Pak (1,600); Mr. Stenbit (1,600); Mr. Sukawaty (3,600), Mr. Baldridge (53,539) and Dr. Wise (1,600). Mr. Johnson and Mr. Suri did not hold any outstanding stock awards at the end of fiscal year 2025. |

  174. 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 2025, 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, 2025, 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 2025 for each director was as follows: Mr. Bridenstine (29,000); Mr. Pak (30,000); Mr. Stenbit (30,000); Mr. Sukawaty (19,000), Mr. Suri (8,000), Mr. Baldridge (222,687) and Dr. Wise (34,000). Mr. Johnson did not hold any outstanding option awards at the end of fiscal year 2025. |

  175. Director Compensation

    | (3) Mr. Johnson did not stand for reelection at the 2024 annual meeting and ceased serving as a director on that date. |

  176. Director Compensation

    | (4) Mr. Sukawaty resigned from the Board effective May 21, 2025. |

  177. Director Compensation

    | (5) Mr. Suri resigned from the Board effective March 6, 2025. |

  178. Director Compensation

    | (6) Includes $25,000 as a prorated retainer for serving as chair of the Strategic Review Committee from January 1 – March 31, 2025. |

  179. Director Compensation

    Directors who are employees of the company, such as Mr. Dankberg, do not receive any additional compensation for their services as directors.