DEF 14A of Satellogic Inc.
Filed Apr 23, 2026 · FY20250001437749-26-013188
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 two Class II directors for re-election at the Annual Meeting: Tom Killalea and Miguel Gutiérrez (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 2029 Annual Meeting of Stockholders, 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 April 23, 2026.
Class II — Nominees for Terms Expiring in 2029
Class II — Nominees for Terms Expiring in 2029
Peter Thomas Killalea
Peter Thomas Killalea Age: 58 Director since 2022 Committees: Audit, Compensation, Governance 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.
Miguel Gutiérrez
Miguel Gutiérrez Committees: Governance 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 currently serves as a member of the boards of directors of CapAsia (Singapore) and Pecom Energía (Argentina). Mr. Gutiérrez holds an Advanced Management Program — AMP degree from IAE — Universidad Austral in Argentina.
Class III — Continuing Directors Whose Terms Expire in 2027
Class III — Continuing Directors Whose Terms Expire in 2027
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 serves on the board of directors of Officina Stellare (Italy). Mr. Kargieman has a formal background in Number Theory and Philosophy.
Kelly J. Kennedy
Kelly J. Kennedy Age: 57 Director since 2024 Committees: Audit (Chair), Finance, Compensation Ms. Kennedy joined the Company’s Board in September of 2024. Ms. Kennedy is a seasoned financial executive with over 30 years of experience in finance, operations, and strategic growth. Since November 2023, Ms. Kennedy has served as the Chief Financial Officer of Willow Innovations, Inc. She previously served as Executive Vice President, Chief Financial Officer of The Honest Company, Inc., from January 2021 to September 2023. Prior to joining the Honest Company, Ms. Kennedy served as Chief Financial Officer of The Bartell Drug Company, a family-owned pharmacy chain, from September 2018 until its sale to Rite Aid in December 2020. Prior to that, Ms. Kennedy served as the Chief Financial Officer of Sur La Table, Inc. from June 2015 to September 2018, as the Chief Financial Officer of See’s Candies from January 2014 to June 2015 and as the Chief Financial Officer and Treasurer of Annie’s Inc. from August 2011 to November 2013. Ms. Kennedy has served on the board of directors of Vital Farms, Inc. (Nasdaq: VITL), since December 2019, where she is the chair of its audit committee and a member of its compensation committee. Ms. Kennedy also currently serves on the board of directors of Good RX, Inc. (Nasdaq: GDRX), since December of 2023, where she is a member of its audit and risk committees. Ms. Kennedy received her M.B.A. from Harvard Business School and her B.A. in Economics from Middlebury College.
Class I — Continuing Directors Whose Terms Expire in 2028
Class I — Continuing Directors Whose Terms Expire in 2028
Ted Wang
Ted Wang Director since 2022 Committees: Audit, Compensation (Chair), Governance (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.
Steven T. Mnuchin, Chairman of the Board
Steven T. Mnuchin, Chairman of the Board Age: 63 Director since 2022 Committees: Finance (Chair) Former Secretary Mnuchin serves as the Managing Partner of Liberty Strategic Capital and chairs the firm’s Investment Committee. Liberty Strategic Capital is a Washington, DC-based private equity firm focused on strategic investments in technology, financial services and fintech, and new forms of content. The firm was founded in 2021 and has made significant investments in technology and cybersecurity companies. Prior to founding Liberty, Mr. Mnuchin 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 the U.S. financial system, as well as managing the U.S. government’s finances. Former Secretary Mnuchin also oversaw cybersecurity for the financial services sector and all U.S. Treasury bureaus including the IRS. Former Secretary Mnuchin played a pivotal role in advancing the President’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 (CFIUS) 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 as Secretary of the Treasury, 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 has served on the board of directors of Lionsgate Studios Corp. (NYSE: LION), since January 2026 and Flagstar Bank, N.A. (NYSE: FLG, FLG-PA, FLG-PU) since March 2024, where he serves as the Chair of the Nominating and Corporate Governance Committee and member of the Compensation Committee and Executive Committee. 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. 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 (since 2022). Prior to joining Liberty, he previously served as the 19th Chairman of the Joint Chiefs of Staff, the United States’ 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 a U.S. Marine Corps infantry officer 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 wounded, ill, and injured active duty personnel and veterans from all U.S. armed services. He also is Chairman of the Board of the Adams Presidential Center. He also serves as a member of the boards of directors for the Lockheed Martin Corporation (NYSE: LMT), Bessemer Securities Corporation, the Atlantic Council, and the Travis Manion Foundation.
Director Compensation
Director Compensation The compensation for the fiscal year ended December 31, 2025 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 2025 for their services as a director. Annual retainer fees are payable quarterly in arrears.
Director Compensation
| Cash Compensation: | $60,000 | | Audit Chair Fee: | $20,000 | | Restricted Stock: | $175,000 |
Director Compensation
Expense Reimbursement We reimburse directors for travel expenses related to attending Board and committee meetings and for other company related business. In certain circumstances, we may also invite director spouses to accompany directors to some of our Board meetings, for which we pay or reimburse travel expenses. 2025 Director Compensation The following table sets forth the compensation paid in 2025 to each independent non-employee director.
Director Compensation
| Name | Fees earned or paid in cash ($) | Stock awards ($)(1) | Total ($) | | Ted Wang(3) | 60,000 | 175,000 | 235,000 | | Marcos Galperin(2) | - | - | - | | Kelly J. Kennedy | 80,000 | 175,000 | 255,000 | | Peter Thomas Killalea(3) | - | 235,000 | 235,000 | | Miguel Gutiérrez | 30,000 | 175,000 | 205,000 |
Director Compensation
(1) Represents the aggregate grant-date fair value of time-vesting RSUs for Messrs. Wang, Gutiérrez and Killalea and Ms. Kennedy, which were granted as the equity component of each non-employee director’s annual retainer on June 23, 2025. Mr. Killalea elected to receive the cash portion of his 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 will vest on May 31, 2026. (2) Mr. Galperin resigned from the Board, effective June 6, 2025. (3) Messrs. Wang and Killalea elected to defer the settlement of their vested RSUs
2025 Summary Compensation Table
2025 Summary Compensation Table The following table sets forth the compensation earned by each of our Named Executive Officers (“NEOs”) for 2025 and 2024.
2025 Summary Compensation Table
| Name and principal position | Year | Salary ($) | Bonus ($) | Stock awards ($) | All other compensation ($)(5) | Total ($) | | Emiliano Kargieman - Chief Executive Officer | 2025 | 500,608 | 168,750 | 1,500,001(1) | - | 2,169,359 | | | 2024 | 477,841 | - | - | - | 477,841 | | Rick Dunn - Chief Financial Officer | 2025 | 461,500 | 418,750(7) | 600,002(2) | - | 1,480,252 | | | 2024 | 461,500 | 250,000(6) | 410,955(3) | 10,095 | 1,132,550 | | Matt Tirman – Former President (9) | 2025 | 420,000 | 350,625(8) | 600,002(2) | - | 1,370,627 | | | 2024 | 420,000 | - | 410,125(4) | 12,929 | 843,054 |
2025 Summary Compensation Table
(1) Mr. Kargieman was granted 423,729 RSUs on June 23, 2025 valued at the grant date value of $3.54 per share on the Company’s closing stock price on that date, of which 26,483 vested on September 20, 2025, 26,483 vested on December 20, 2025, 26,483 vested on March 20, 2026 and the remainder vest quarterly beginning June 20, 2026 through June 20, 2029, generally subject to continued employment through each vesting date. (2) Mr. Dunn and Mr. Tirman were each granted 169,492 RSUs on June 23, 2025 valued at the grant date value of $3.54 per share on the Company’s closing stock price on that date, for each officer, 10,593 vested on September 20, 2025, 10,593 vested on December 20, 2025, 10,593 vested on March 20, 2026, and the remainder vest quarterly beginning June 20, 2026 through June 20, 2029, generally subject to continued employment through each vesting date. The remainder of RSUs that vest quarterly beginning June 20, 2026 were forfeited by Mr. Tirman in connection with his resignation. (3) 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, 23,345 vested on March 20, 2025, 23,350 vested on June 20, 2025, 23,350 vested on September 20, 2025, 23,349 vested on December 20, 2025, 23,350 vested on March 20, 2026 and the remainder vest quarterly beginning June 20, 2026 through March 20, 2028, 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, 23,303 vested on March 20, 2025, 23,302 vested on June 20, 2025, 23,303 vested on September 20, 2025, 23,302 vested on December 20, 2025, 23,303 vested on March 20, 2026 and the remainder were forfeited by Mr. Tirman in connection with his resignation.. (5) For Mr. Dunn, includes company matching contributions to our 401(k) plan. For Mr. Tirman, in 2024, includes relocation reimbursements. (6) Mr. Dunn received a 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. (7) Mr. Dunn received a one time retention bonus of $231,500 in July of 2025 for his continued employment with the Company through July 1, 2025 Mr. Dunn earned a performance bonus of $187,500 in 2025, as established by the Board, which was paid in March of 2026. (8) Mr. Tirman received a one time retention bonus of $210,000 in July of 2025 for his continued employment with the Company through July 1, 2025. Mr. Tirman earned a performance bonus of $140,625 in 2025, as established by the Board, which was paid in March of 2026. (9) Mr. Tirman resigned from the Company effective as of March 31, 2026, and did not receive any severance benefits in connection with his resignation.
Potential Payments upon Termination or Change of Control
Potential Payments upon Termination or Change of Control The Dunn Offer Letter provides that upon a termination of employment with the Company in which both the executive and the Company agree in writing, it is intended that Mr. Dunn 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. 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 $40,000,000 in aggregate consideration, in each case, while Mr. Dunn is employed by the Company. This one-time incentive was paid to Mr. Dunn in December of 2024 as described in the footnotes to the Summary Compensation Table detailed above. The award agreement pursuant to which the RSUs held by our NEOs were issued provides for accelerated vesting upon (i) the NEO’s death or disability, (ii) a change in control of the Company if the RSUs are not assumed by the successor company, or (iii) a termination of the NEO’s employment without cause in connection with or within 12 months following the occurrence of a change in control. For purposes of the foregoing, “cause” generally means (a) the failure by the NEO to perform, in a reasonable manner, his or her duties as assigned by the Company, (b) any violation or breach by the NEO of his or her employment, consulting or other similar agreement with the Company, if any, (c) any violation or breach by the NEO of any non-competition, non-solicitation, non-disclosure and/or other similar agreement with the Company, (d) any act by the NEO of dishonesty or bad faith with respect to the Company, (e) use of alcohol, drugs or other similar substances in a manner that adversely affects the NEO’s work performance, or (f) the commission by the NEO of any act, misdemeanor, or crime reflecting unfavorably upon the NEO or the company.
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table provides information about the outstanding stock awards held by our NEOs as of December 31, 2025.
Outstanding Equity Awards at Fiscal Year-End
| Name | Grant Date | Number of Shares or Units of Stock that have not Vested(#) | Market Value of Shares or Units of Stock that have not Vested ($) (1) | | Emiliano Kargieman | 6/23/2025 (2) | 370,763 | 693,327 | | Rick Dunn | 12/2/2022 (3) | 4,692 | 8,774 | | | 8/9/2023 (4) | 55,431 | 103,656 | | | 6/7/2024 (5) | 210,149 | 392,979 | | | 6/23/2025 (2) | 148,306 | 277,332 | | Matthew Tirman(6) | 6/7/2024 (5) | 209,724 | 392,182 | | | 6/23/2025 (2) | 148,307 | 277,334 |
Outstanding Equity Awards at Fiscal Year-End
(1) Reflects award value based on a price of $1.87 per share based on the Company’s closing stock price on December 31, 2025. (2) These RSUs vest in equal quarterly installments from June 23, 2025 through June 20, 2029, generally subject to continued employment through each vesting date. RSUs vesting subsequent to March 31, 2026 were forfeited by Mr. Tirman in connection with his resignation. (3) These RSUs vest in equal quarterly installments from December 2, 2022 through March 20, 2026, generally subject to continued employment through each vesting date. (4) These RSUs vest in equal quarterly installments from September 20, 2023 through June 20, 2027, generally subject to continued employment through each vesting date. (5) These RSUs vest in equal quarterly installments from June 20, 2024 through March 20, 2028, generally subject to continued employment through each vesting date. RSUs vesting subsequent to March 31, 2026 were forfeited by Mr. Tirman in connection with his resignation. (6) Mr. Tirman resigned from the Company effective as of March 31, 2026.