DEF 14A of Satellogic Inc., Oct 21, 2025

DEF 14A of Satellogic Inc.

Filed Oct 21, 2025 · FY20240001437749-25-031429

Open on EDGAR

  1. PROPOSAL 1 - ELECTION OF DIRECTORS

    PROPOSAL 1 - ELECTION OF DIRECTORS Under our Charter, directors are elected for a three-year term expiring at the annual meeting of stockholders to be held in the third year following the year of his or her election or until his or her successor is elected and qualified. Upon the recommendation of the Nominating and Corporate Governance Committee (the “Governance Committee”), our Board has nominated the following three Class I directors for re-election at the Annual Meeting: Ted Wang, Steven T. Mnuchin, and Joseph Dunford (collectively, the “Director Nominees”). The Board has nominated each of these persons to serve as a director for a three-year term that will expire at the 2028 Annual Meeting of Stockholders or until his successor is elected and qualified, and each has consented to serve if elected. We believe that each of our nominated directors possesses the experience, skills and qualities to fully perform his duties as a director and contribute to our success. Our directors were nominated because the Board believes each possesses the highest standards of personal integrity and interpersonal and communication skills, is highly accomplished in his field, has an understanding of the interests and issues that are important to our stockholders and is able to dedicate sufficient time to fulfilling his obligations as a director. Our directors as a group complement each other and each other’s respective experiences, skills and qualities. Set forth below is information relating to each nominee’s and each continuing director’s business experience, qualifications, attributes and skills and the reasons the Governance Committee and the Board believe that each individual is a valuable member of the Board. The persons who have been nominated for election and are to be voted upon at the Annual Meeting are listed first, with continuing directors following thereafter. The age of each individual below is as of October 15, 2025.

  2. Class I — Nominees for Terms Expiring in 2028

    Class I — Nominees for Terms Expiring in 2028

  3. Ted Wang

    Ted Wang Age: 56 Director since 2022 Committees: Audit, Compensation (Chair), Nominating (Chair) Mr. Wang is a partner at Cowboy Ventures, a prominent venture capital firm located in Palo Alto, California and an executive coach who works with a number of emerging tech executives and venture capitalists. Ted is also a board member of several other companies including Drata, Vic.ai, Arcol and Contra. Prior to joining Cowboy, Mr. Wang was a partner at the law firm of Fenwick & West where he was recognized as one of the country’s leading technology lawyers. During that time, Mr. Wang worked with many of the top technology companies of the era, including Facebook, Twitter, Dropbox, Square, Figma and Zuora. From years at the boardrooms of these companies, Mr. Wang has learned from the best and the brightest founders, investors, and outside board members. Mr. Wang has a bachelor’s degree from Duke University and a J.D. from the University of Virginia School of Law.

  4. Steven T. Mnuchin

    Steven T. Mnuchin Committees: Finance (Chair) Former Secretary Mnuchin serves as the Managing Partner of Liberty Strategic Capital and chairs the firm’s Investment Committee. Prior to founding Liberty, he served as the 77th Secretary of the Treasury from February 2017 through January 2021. As Secretary of the Treasury, Mr. Mnuchin was responsible for leading the U.S. Treasury, whose mission is to maintain a strong economy, foster economic growth, and create job opportunities by promoting the conditions that enable prosperity at home and abroad. He was also responsible for strengthening national security by combating economic threats and protecting our financial system, as well as managing the U.S. government’s finances. Former Secretary Mnuchin also oversaw cybersecurity for financial services, IRS and U.S. Treasury Bureaus. Former Secretary Mnuchin played a pivotal role in advancing the Administration’s economic agenda, including the passage and implementation of the Tax Cuts and Jobs Act and the CARES Act. He also led the U.S. Treasury Department’s regulatory reform efforts. Former Secretary Mnuchin was chair of the Committee on Foreign Investment in the United States and was a member of the National Security Council. He was responsible for using economic tools to combat terrorist financing and other threats to the United States and its allies. Prior to his confirmation, he served as Founder, Chairman, and Chief Executive Officer of Dune Capital Management. He founded OneWest Bank Group LLC and served as its Chairman and Chief Executive Officer until its sale to CIT Group Inc. Earlier in his career, Former Secretary Mnuchin worked at The Goldman Sachs Group, Inc., where he was a Partner and served as Chief Information Officer. He has extensive experience in global financial markets and investments. Former Secretary Mnuchin is committed to philanthropic activities and previously served as a member of the boards of directors of the Museum of Contemporary Art, Los Angeles (MOCA), the Whitney Museum of Art, the Hirshhorn Museum and Sculpture Garden on the Mall, the UCLA Health System, the New York Presbyterian Hospital, and the Los Angeles Police Foundation. He was born and raised in New York City. Former Secretary Mnuchin holds a B.A. from Yale University. Joseph F. Dunford, Jr. Age: 69 Director since 2022 Committees: None General Joseph Dunford serves as a Senior Managing Director for Liberty Strategic Capital and as a member of the firm’s Investment Committee. He also serves on the board of directors of Liberty Strategic Capital portfolio company Zimperium, Inc. (since 2022). Prior to joining Liberty, he previously served as the 19th Chairman of the Joint Chiefs of Staff, the nation’s highest-ranking military officer. In this role, he was the senior ranking U.S. officer and principal military advisor to the President, Secretary of Defense, and National Security Council from 2015 to 2019. General Dunford was commissioned in 1977 and served as an infantry officer and led Marines at all levels, to include commanding the 2nd Battalion, 6th Marines and 5th Marine Regiment during Operation Iraqi Freedom. He also served as the Assistant Division Commander of the 1st Marine Division in Iraq, Commanded I Marine Expeditionary Force, and served as the Commander, Marine Forces U.S. Central Command. He served as the 36th Commandant of the Marine Corps, the Assistant Commandant of the Marine Corps and Commander of all U.S. Forces and NATO forces in Afghanistan. General Dunford graduated from Boston College High School and Saint Michael's College. He also earned master’s degrees in government from Georgetown University and in International Relations from the Fletcher School of Law and Diplomacy, Tufts University. He currently serves as chairman of the board of directors for the Injured Marine Semper Fi & America’s Fund which supports our wounded, ill, and injured active duty personnel and veterans from all services. He also is Chairman of the Board of the Adams Presidential Center. He is a Senior Fellow at the Belfer Center for Science and International Affairs, Harvard Kennedy School. He also serves as a member of the boards of directors for the Lockheed Martin Corporation (NYSE: LMT), Bessemer Securities Corporation, Georgetown University, the Atlantic Council, and the Travis Manion Foundation.

  5. Class II — Continuing Directors Whose Terms Expire in 2026

    Class II — Continuing Directors Whose Terms Expire in 2026

  6. Peter Thomas Killalea

    Peter Thomas Killalea Age: 58 Director since 2022 Committees: Audit, Compensation, Nominating Tom Killalea, a seasoned technology executive and advisor, has deep expertise in product development, digital innovation, customer experience, and security. From November 2014 to December 2021, Mr. Killalea was the President of Aoinle, a consulting firm. From May 1998 to November 2014, Mr. Killalea served in various leadership roles at Amazon, most recently as its Vice President of Technology for the Kindle Content Ecosystem. He led Amazon’s Infrastructure and Distributed Systems team, which later became a key part of the Amazon Web Services Platform. Prior to that, he served as Amazon’s Chief Information Security Officer and Vice President of Security. Mr. Killalea is Chairman of the board of MongoDB (NASDAQ: MDB), and serves on the board of Capital One (NYSE: COF) and of Akamai (Nasdaq: AKAM). He previously served on the board of Xoom (acquired by PayPal) from March 2015 to November 2015 and Carbon Black (acquired by VMware) from April 2017 to October 2019. He also currently serves on the editorial board of ACM Queue (Association for Computing Machinery). He holds a B.Ed. in Education from the National University of Ireland, and a B.S. in Computer Science from Trinity College Dublin.

  7. Miguel Gutiérrez

    Miguel Gutiérrez Director since 2022 Committees: Nominating Mr. Gutiérrez is a Partner and Head of Private Markets at The Rohatyn Group (TRG), overseeing the firm’s private equity, private credit and infrastructure strategies. He is a member of TRG’s Executive Committee and is based in Montevideo. Mr. Gutiérrez has over 30 years of experience in international financial markets, with the majority of this time dedicated to emerging markets. Prior to joining TRG in October 2004, Mr. Gutiérrez served as the Chairman and CEO of the Telefónica Group in Argentina and Chairman of Grupo Concesionario del Oeste S.A. He also served as the non-executive Chairman of YPF S.A. from April 2016 to December 2019. Earlier in his career, Mr. Gutiérrez held numerous senior positions at J.P. Morgan over 21 years, most recently as the Head of Global Emerging Markets Sales, Trading, and Research and prior to that as the Head of Latin America Emerging Markets. Under Mr. Gutiérrez's direction, J.P. Morgan established and cemented its leadership position in emerging markets sales, trading, and research. At the beginning of his time with J.P. Morgan, Mr. Gutiérrez held various senior positions, including Head of European Interest Rate Management and Treasury Manager in both Madrid and Buenos Aires. Mr. Gutiérrez holds an Advanced Management Program — AMP degree from IAE — Universidad Austral in Argentina.

  8. Class III — Continuing Directors Whose Terms Expire in 2027

    Class III — Continuing Directors Whose Terms Expire in 2027

  9. Emiliano Kargieman

    Emiliano Kargieman Age: 50 Director since 2021 Committees: Finance Emiliano Kargieman is the Chief Executive Officer and co-founder of Satellogic. Over the past 25+ years, his career has taken him across the world having served many roles in the technology sector. Prior to Satellogic, Mr. Kargieman co-founded three companies: Core Security Technologies, where he developed the first automated penetration testing software with clients such as Apple, Cisco, Homeland Security, NSA, NASA, Lockheed Martin, and DARPA; Aconcagua Ventures, a group focused on investing in high-tech startups across Latin America and developing them into global businesses; and GarageLab, a problem-solving laboratory with an innovative multidisciplinary approach involving science, technology, art, and business. Additionally, he has served as an independent consultant and member of the Special Projects Group at the World Bank. Mr. Kargieman has a formal background in Number Theory and Philosophy.

  10. Director Compensation

    Director Compensation The compensation for the fiscal year ended December 31, 2024 for our independent non-employee directors is set forth below, payable in cash. Directors employed by Satellogic and directors affiliated with certain related parties did not receive compensation in 2024 for their services as a director. Annual retainer fees are payable quarterly in arrears.

  11. Director Compensation

    | Cash Compensation: | $60,000 | | Audit Chair Fee: | $20,000 | | Restricted Stock: | $175,000 |

  12. Director Compensation

    Expense Reimbursement We reimburse directors for travel expenses related to attending Board and committee meetings and for other company related business. In certain circumstances, we may also invite director spouses to accompany directors to some of our Board meetings, for which we pay or reimburse travel expenses. 2024 Director Compensation The following table sets forth the compensation paid in 2024 to each independent non-employee director.

  13. Director Compensation

    | Name | Fees earned or paid in cash ($) | Stock awards ($)(1) | Total ($) | | Ted Wang | 60,000 | 175,000 | 235,000 | | Marcos Galperin(2) | - | 235,000 | 235,000 | | Kelly J. Kennedy | 6,667 | 131,250 | 137,917 | | Peter Thomas Killalea | - | 235,000 | 235,000 | | Bradley Halverson(3) | 73,333 | - | 73,333 |

  14. Director Compensation

    (1) Represents the aggregate grant-date fair value of 175,000 time-vesting RSUs for Mr. Wang, 131,250 for Ms. Kennedy (who joined the Board in 2024) and 235,000 time-vesting RSUs for Messrs. Galperin and Killalea, which were granted as the equity component of each non-employee director’s annual retainer, on September 4, 2024. Messrs. Galperin and Killalea elected to receive the cash portion of their compensation as equity. The fair value of RSUs is based on the closing price per share of the Company’s common stock on the grant date determined in accordance with FASB ASC Topic 718 (“Topic 718”). The award of RSUs represents the right to receive shares of common stock upon the vesting date of the award. The RSUs vested on May 31, 2025. (2) Mr. Galperin resigned from the Board, effective June 6, 2025. (3) Mr. Halverson resigned from the Board, effective September 4, 2024.

  15. 2024 Summary Compensation Table

    2024 Summary Compensation Table The following table sets forth the compensation earned by each of our Named Executive Officers (“NEOs”) for 2024 and 2023.

  16. 2024 Summary Compensation Table

    | Name and principal position | Year | Salary ($) | Bonus ($) | Stock awards ($)(1) | All other compensation ($)(6) | Total ($) | | Emiliano Kargieman - Chief Executive Officer | 2024 | 477,841 | - | - | - | 477,841 | | | 2023 | 479,712 | - | - | - | 479,712 | | Rick Dunn - Chief Financial Officer | 2024 | 461,500 | 250,000(7) | 410,995(1) | 10,995 | 1,132,550 | | | 2023 | 461,500 | - | 263,086(3) | 11,550 | 736,136 | | Matt Tirman - President | 2024 | 420,000 | 2024 | 410,125(4) | 12,929 | 843,054 | | | 2023 | 348,012 | - | 180,200(5) | 28,019 | 556,231 |

  17. 2024 Summary Compensation Table

    (1) Represents restricted stock units (“RSUs”) granted under our Amended and Restated 2021 Incentive Compensation Plan (the “2021 Plan”) prior to the amendment and restatement of the 2021 Plan in connection with the Domestication. (2) Mr. Dunn was granted 373,595 RSUs on June 7, 2024 valued at the grant date value of $1.10 per share based on the Company’s closing stock price on that date, of which 23,349 vested on June 20, 2024, 23,350 vested on September 20, 2024, 23,349 vested on December 20, 2024, and the remainder vest quarterly beginning March 20, 2025 through March 20, 2028, generally subject to continued employment through each vesting date. (3) Mr. Dunn was granted 147,801 RSUs on August 9, 2023 valued at the grant date value of $1.78 based on the Company’s closing stock price on that date, of which 9,237 vested on September 20, 2023, 9,237 vested on December 20, 2023, 9,237 vested on March 20, 2024 9,237 vested on June 20, 2024, 9,237 vested on September 20, 2024, 9,237 vested on December 20, 2024, and the remainder vest quarterly beginning March 20, 2025 through June 20, 2027 generally subject to continued employment through each vesting date. (4) Mr. Tirman was granted 372,841 RSUs on June 7, 2024 valued at the grant date value of $1.10 per share based on the Company’s closing stock price on that date, of which 23,302 vested on June 20, 2024, 23,303 vested on September 20, 2024, 23,302 vested on December 20, 2024, and the remainder vest quarterly beginning March 20, 2025 through March 20, 2028, generally subject to continued employment through each vesting date. (5) Mr. Tirman was granted 101,236 RSUs on August 9, 2023 valued at the grant date value of $1.78 based on the Company’s closing share price on that date, of which 25,309 vested on December 20, 2023, 12,654 vested on March 20, 2024, 12,654 vested on June 20, 2024, 12,654 vested on September 20, 2024, 12,654 vested on December 20, 2024, and the remainder vest quarterly beginning March 20, 2025 through June 2025, generally subject to continued employment through each vesting date. (6) For Mr. Dunn, includes company matching contributions to our 401(k) plan. For Mr. Tirman, in 2024, includes relocation reimbursements and in 2023, includes $25,723 of relocation reimbursements and $2,296 of company matching contributions to our 401(k) plan. (7) Mr. Dunn received this one time incentive payment in December of 2024, pursuant to the terms of the Dunn Offer Letter (detailed below), which payment was triggered by the Company receiving $40 million in aggregate consideration through a series of transactions.

  18. Potential Payments upon Termination or Change of Control

    Potential Payments upon Termination or Change of Control The Dunn Offer Letter and the Tirman Offer Letter also provide that upon a termination of employment with the Company in which both the executive and the Company agree in writing, it is intended that the executive would receive six months of base salary and COBRA expenses, subject to the executive’s execution and delivery of a general release of claims in favor of the Company. Mr. Tirman’s agreement includes a discretionary bonus, to be determined by the Company, in the event of a change in control or sale of the majority of the interests in the Company. Mr. Dunn’s agreement provides that he would receive (i) an extended option exercise period equal to one year following termination, and (ii) full acceleration of all outstanding stock options and RSU awards. In addition, Mr. Dunn’s agreement included a potential one-time cash bonus of $250,000 if the Company underwent a change in control, transferred a majority of the interests in the Company, or a transaction or series of transactions pursuant to which the Company received at least $40,000,000 in aggregate consideration, in each case, while Mr. Dunn is employed by the Company. This one-time incentive was paid to Mr. Dunn in December of 2024 as described in the footnotes to the Summary Compensation Table detailed above. The award agreement pursuant to which the RSUs held by our NEOs were issued provides for accelerated vesting upon (i) the NEO’s death or disability, (ii) a change in control of the Company if the RSUs are not assumed by the successor company, or (iii) a termination of the NEO’s employment without cause in connection with or within 12 months following the occurrence of a change in control. For purposes of the foregoing, “cause” generally means (a) the failure by the NEO to perform, in a reasonable manner, his or her duties as assigned by the Company, (b) any violation or breach by the NEO of his or her employment, consulting or other similar agreement with the Company, if any, (c) any violation or breach by the NEO of any non-competition, non-solicitation, non-disclosure and/or other similar agreement with the Company, (d) any act by the NEO of dishonesty or bad faith with respect to the Company, (e) use of alcohol, drugs or other similar substances in a manner that adversely affects the NEO’s work performance, or (f) the commission by the NEO of any act, misdemeanor, or crime reflecting unfavorably upon the NEO or the company.

  19. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table provides information about the outstanding option awards held by our NEOs as of December 31, 2024.

  20. Outstanding Equity Awards at Fiscal Year-End

    | | | Option Awards(1) | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | | Rick Dunn | 3/27/2019(1) | 293,925 | - | 1.03 | 3/27/2029 | | | 2/20/2021(2) | 28,787 | - | 1.27 | 2/20/2031 | | Matthew Tirman | 2/01/2021(3) | 136,826 | 7,036 | 1.27 | 2/02/2031 |

  21. Outstanding Equity Awards at Fiscal Year-End

    (1) Of the original grant of 482,975 options, 120,744 vested February 11, 2020 and approximately 10,062 options vested monthly in equal installments through February 11, 2023. (2) Of the original grant of 28,787 options, 7,197 vested on July 1, 2021 and approximately 7,197 vested every six months through January 1, 2023. (3) Of the original grant of 143,863 options, 42,216 vested on February 1, 2022 and approximately 3,518 options vested monthly in equal installments through February 1, 2025. The following table provides information about the outstanding stock awards held by our NEOs as of December 31, 2024.

  22. Outstanding Equity Awards at Fiscal Year-End

    | Name | Grant Date | Number of Shares or Units of Stock that have not Vested(#) | Market Value of Shares or Units of Stock that have not Vested ($) (1) | | Rick Dunn | 12/2/2022 (2) | 23,460 | 66,861 | | | 8/9/2023 (3) | 92,379 | 263,280 | | | 6/7/2024 (4) | 303,547 | 865,109 | | Matthew Tirman | 8/9/2023 (5) | 25,311 | 72,136 | | | 6/7/2024 (6) | 302,934 | 863,362 |

  23. Outstanding Equity Awards at Fiscal Year-End

    (1) Reflects award value based on a price of $2.85 per share based on the Company’s closing stock price on December 31, 2024. (2) These RSUs vest in equal quarterly installments from March 20, 2025 through March 20, 2026, generally subject to continued employment through each vesting date. (3) These RSUs vest in equal quarterly installments from March 20, 2025 through June 20, 2027 generally subject to continued employment through each vesting date. (4) These RSUs vest in equal quarterly installments from March 20, 2025 through March 20, 2028 generally subject to continued employment through each vesting date. (5) These RSUs vest in equal quarterly installments from March 20, 2025 through June 20, 2025 generally subject to continued employment through each vesting date. (6) These RSUs vest in equal quarterly installments from March 20, 2025 through March 20, 2028 generally subject to continued employment through each vesting date