DEF 14A of AST SpaceMobile, Inc.
Filed Apr 28, 2026 · FY20250001493152-26-019384
PROPOSAL NO. 1 - ELECTION OF DIRECTORS
PROPOSAL NO. 1 - ELECTION OF DIRECTORS The Company’s Certificate of Incorporation provides that the Board shall consist of no less than five or more than 19 directors, with the number of directors being fixed by the Board within such range subject to the restrictions set forth in the Stockholders’ Agreement. Per the First Amendment to Amended and Restated Stockholders’ Agreement, the Board shall consist of 11 directors, which number includes one current vacancy for which Mr. Avellan has the right, pursuant to the Stockholders’ Agreement, to designate a director for appointment to such vacancy at any time. Each director is elected to serve for a one-year term that expires at the Company’s next Annual Meeting of Stockholders. All of the Company’s current directors have been nominated for election at the Annual Meeting to serve for a term expiring at the Company’s 2027 Annual Meeting of Stockholders. Pursuant to the Stockholders’ Agreement, Messrs. Johnson, Sarnoff, Torres, Rubin, and Wibergh were nominated by Mr. Avellan. Likewise, pursuant to the Stockholders’ Agreement, Mr. Ibbetson was nominated by Vodafone; Mr. Knapp was nominated by American Tower; and Mr. Larson was nominated by AT&T. Antares no longer holds sufficient percentage of the Company’s Class A Common Stock to retain its right to designate a director nominee pursuant to the Stockholders’ Agreement. Accordingly, Ms. Cisneros, Antares’ prior designee, was nominated to the Board by the Nominating and Corporate Governance Committee. Each of the director nominees has consented to serve for his or her term if elected. If any director nominee should become unavailable to serve as a director, the Board may designate a substitute nominee. In that case, the individuals named as proxies will vote for the substitute nominee designated by the Board. The affirmative vote of a plurality of the total votes cast for directors at the Annual Meeting is necessary to elect a director. No cumulative voting is permitted. Proxies cannot be voted for a greater number of persons than the nominees named. Accordingly, as 10 directors are up for election at the Annual Meeting, the 10 nominees receiving the highest number of votes cast “for” will be elected. Only votes “for” will affect the outcome.
Directors Standing For Election
Directors Standing For Election
ABEL AVELLAN
ABEL AVELLAN Mr. Avellan, age 55, is the Founder, Chairman, and Chief Executive Officer of AST LLC since its inception in 2017 and has served as the Company’s Chairman of the Board of Directors and Chief Executive Officer since April 2021. Prior to founding the Company, Mr. Avellan served as the founder and Chief Executive Officer of Emerging Markets Communications (“EMC”), a satellite-based communications services provider to maritime and other mobility markets, from 2000 until its sale to Global Eagle Entertainment Inc. for $550.0 million in July 2016. Following the acquisition of EMC, Mr. Avellan worked as the President and Chief Strategy Officer for Global Eagle Entertainment Inc. until April 2017. Mr. Avellan has over 25 years of success in the space industry and is the co-inventor of 21 U.S. patents. He was the recipient of the Satellite Transaction of the Year award by Euroconsult in 2015, was named Satellite Teleport Executive of the Year in 2017 and in February 2024 was named a Commissioner to the ITU/UNESCO Broadband Commission for Sustainable Development. Mr. Avellan has a Bachelor’s in electrical engineering from Simón Bolivar University. We believe Mr. Avellan is qualified to serve on our Board due to his expertise and years of success developing innovative space-based technologies and continually proven engineering and management acumen.
ADRIANA CISNEROS
ADRIANA CISNEROS Ms. Cisneros, age 46, has served as a member of our Board since April 2021. Since September 2013, Ms. Cisneros has served as the Chief Executive Officer of Cisneros, a global enterprise focused on media & entertainment, digital advertising solutions, real estate, and social leadership, and she served as its Vice Chairman and Director of Strategy from September 2005 to August 2013. Ms. Cisneros currently serves on the boards of directors of Mattel Inc. and Ford Motor Company, and also serves on numerous non-profit boards. Ms. Cisneros holds a B.A. in journalism from Columbia University, a M.A. in journalism from New York University and a degree in leadership development from the Harvard Business School. We believe Ms. Cisneros is qualified to serve on our Board, serve as chair of our Compensation Committee and our Redemption Election Committee, and be a member of our Nominating and Corporate Governance Committee based on her significant executive leadership experience in media, real estate, entertainment and digital and consumer products.
LUKE IBBETSON
LUKE IBBETSON Mr. Ibbetson, age 57, has served as a member of our Board since April 2021. Mr. Ibbetson has worked with Vodafone since 1996 and has led the Vodafone Group Research and Development Organization since 2013, which is responsible for all aspects of future research, including trials of emerging technologies. Mr. Ibbetson serves on the board of several industry groups and initiatives, including the 5G Automotive Alliance, and serves as Chairman of the Next Generation Mobile Networks Alliance Board Strategy committee. Mr. Ibbetson holds a B.Sc. in electronic engineering and a M.Sc. in telecommunications from the University of Leeds. We believe Mr. Ibbetson is qualified to serve on our Board based on his years of experience and commitment to innovative thinking in the telecommunications industry. Mr. Johnson, age 51, has served as a member of our Board since January 2025. Mr. Johnson has served as our Chief Financial Officer since June 2024 and Chief Legal Officer since May 2024. He is an experienced business leader with over 25 years of diverse legal, financial and corporate experience across emerging markets, capital markets and international operations. Prior to joining the Company in May 2024, Mr. Johnson served as the Executive Vice President, Chief Legal Officer and Secretary since 2014, and as the Chief Corporate Development Officer since September 2022 of 3D Systems Corporation, a publicly traded company that provides comprehensive 3D printing solutions in the industrial and healthcare segments. Mr. Johnson joined 3D Systems Corporation in July 2006 and held a number of senior management positions, including serving as Interim President and Chief Executive Officer from October 2015 to April 2016 and interim Chief Financial Officer from October 2023 to December 2023. Prior to joining 3D Systems Corporation, Mr. Johnson was an associate with Hunton & Williams LLP on the capital markets team. Mr. Johnson received an M.B.A. from the University of Michigan, a Juris Doctor from the University of Virginia and a Bachelor of Arts degree in political science, diplomacy & foreign affairs, and religion from Miami University. We believe Mr. Johnson is qualified to serve on our Board based on his years of executive leadership experience in public companies and his significant financial and legal operating roles in the Company.
EDWARD KNAPP
EDWARD KNAPP Mr. Knapp, age 65, has served as a member of our Board since April 2021. Mr. Knapp previously served as the corporate Chief Technology Officer for American Tower Corporation. Prior to joining American Tower in 2017, Mr. Knapp served as Senior Vice President of Engineering at Qualcomm, where he was responsible for Qualcomm’s New Jersey Corporate Research Center, from which he managed a global engineering team of wireless researchers and semiconductor product engineering staff. He currently serves on the board of directors of the Center for Automotive Research and EdgeQ Inc. Mr. Knapp is also a member of the Technical Advisory board of Ciena Inc. and a member of the CEAS Dean’s Advisory Council at Stony Brook University. He holds 5 US Patents. Mr. Knapp completed a B.E. in electrical engineering from Stony Brook University, an M.S. in electrical engineering from Polytechnic University (NYU) in New York, and an M.B.A. from Columbia University. We believe Mr. Knapp is qualified to serve on our Board based on his more than 40 years of communications technology experience and 35 years of experience in the development of the global wireless industry.
KEITH LARSON
KEITH LARSON Mr. Larson, age 68, has served as a member of our Board since January 2025. Mr. Larson is currently retired after previously serving as a Vice President of Intel Corporation and Senior Managing Director of Intel Capital, Intel’s strategic investment and M&A group, until his retirement in April 2019. He joined Intel in 1996, was appointed Vice President in 2006, and served as a Managing Director of Intel Capital from 2004 to 2018. Mr. Larson is currently a consultant for AT&T, a director of NWPX Infrastructure, Inc., a manufacturing company, and a Venture Partner of QBIT, an early-stage venture capital fund focused on emerging opportunities in Switzerland. Mr. Larson previously served on the board of directors of Rogers Corporation, a publicly-held specialty engineered materials company, from December 2020 to May 2023. Mr. Larson holds a B.S. in Business Administration from University of Southern California and is a graduate of the Executive Education Program at Stanford University and is a Certified Public Accountant (inactive). Mr. Larson holds a certificate in cybersecurity oversight and has expertise in evaluating deep technology businesses. We believe Mr. Larson is qualified to serve on our Board based on his deep expertise in corporate development and corporate governance.
RONALD RUBIN
RONALD RUBIN Mr. Rubin, age 60, has served as a member of our Board since April 2021. Mr. Rubin is the Co-Founder and Managing Director of Tower Alliance, LLC. Founded in 2014, Tower Alliance, LLC is a leading provider of outsourced services to wireless infrastructure owners. Mr. Rubin served as Chief Financial Officer of Global Tower Partners from 2010 to 2013. Mr. Rubin holds a B.S. in Accounting from American University and a M.S. in Taxation from Florida International University and is a Certified Public Accountant. We believe Mr. Rubin is qualified to serve on our Board and be a member of our Audit Committee based on his years of experience in the telecommunications industry.
RICHARD SARNOFF
RICHARD SARNOFF Mr. Sarnoff, age 67, has served as a member of our Board since April 2021. Mr. Sarnoff is Chairman of Media, KKR Americas Private Equity, and also Chairman of Simon & Schuster, Inc. He previously led the Media and Communications industry group at Kohlberg Kravis Roberts & Company, which invested in the media, telecom, digital media and education sectors in the United States. Mr. Sarnoff currently serves on the board of directors of several private companies, as well as several not-for-profit organizations. Mr. Sarnoff previously served on the board of directors of Chegg, Inc., a publicly-held educational technology company, from August 2012 to October 2025. Mr. Sarnoff holds a B.A. in Art and Archeology from Princeton University and an M.B.A. from Harvard Business School. We believe Mr. Sarnoff is qualified to serve on our Board and serve as chair of our Nominating and Corporate Governance Committee based on his extensive experience serving in senior finance and investment leadership roles, and on the boards of directors of media and digital technology companies.
JULIO A. TORRES
JULIO A. TORRES Mr. Torres, age 59, has served as a member of our Board since April 2021. Mr. Torres has served as the managing partner at Multiple Equilibria Capital, a financial advisory firm, since March 2013. Mr. Torres previously served as the Chief Executive Officer and member of the board of directors of Andina Acquisition Corp. III, a blank check company, from January 2019 until its merger with Stryve Foods, Inc. in July 2021. From August 2015 to March 2018, Mr. Torres served as Chief Executive Officer and a member of the board of directors of Andina Acquisition Corp. II, a blank check company that consummated an initial business combination with Lazy Days’ R.V. Center, Inc. From October 2011 through January 2013, Mr. Torres served as Co-Chief Executive Officer of Andina Acquisition Corp. He also served as a member of the board of Andina Acquisition Corp. from October 2011 until its merger in December 2013 with Tecnoglass Inc. and has continued to serve on the board of Tecnoglass Inc. since such time. Mr. Torres also serves on the board of several international public companies. Mr. Torres graduated from the Universidad de los Andes and received an M.B.A. from the Kellogg Graduate School of Management at Northwestern University and a Master’s in Public Administration from the John F. Kennedy School of Government at Harvard University. We believe Mr. Torres is qualified to serve on our Board, serve as the chair of our Audit Committee, and be a member of our Compensation Committee and our Nominating and Corporate Governance Committee based on his extensive operational and corporate governance experience.
JOHAN WIBERGH
JOHAN WIBERGH Mr. Wibergh, age 62, has served as a member of our Board since June 2024. Mr. Wibergh is currently retired, and previously served as Chief Technology and Information Officer of Vodafone, a global telecommunications provider, from May 2015 to December 2022. From July 2008 to January 2015, he served as Executive Vice President & Head of Business Unit Networks for Ericsson, a multinational networking and telecommunications company. He has over 35 years of experience in managing large-scale operations across the globe, having served in various C-suite positions with leading global companies for more than 15 years. He brings with him a wealth of experience in technology innovation and leadership in networking and telecommunications. His leadership experience spans various areas such as telecoms networks, enterprise networks, digital and IT systems, cyber security, R&D, product management, operational excellence, and large-scale 24/7 operations. Mr. Wibergh currently serves on the board of directors of Trimble Inc., a public technology company, and Bell Canada, a public telecommunications company in Canada. Mr. Wibergh is also a member of the Executive Advisory board of Arrcus Inc. Mr. Wibergh also currently serves on the boards of directors of various private companies. Mr. Wibergh’s previous board experience includes Vantage Towers AG (2020-2022), KTH Royal Institute of Technology (2010-2016) and chairman of Next Generation Mobile Networks (2016-2018). He has also served on the advisory boards of IBM, HP Enterprises and Amdocs. Mr. Wibergh has a Master’s in Computer Science and Engineering from Linkoping University, Sweden. We believe Mr. Wibergh is qualified to serve on our Board and be a member of our Compensation Committee and our Audit Committee based on his extensive experience and commitment to innovative thinking in the telecommunications industry. His professional experience also uniquely qualifies him to lead our Network Planning and Spectrum Committee.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION
Director Compensation Program
Director Compensation Program Our director compensation program consists of annual cash retainer fees and long-term equity awards for the independent directors of our Board (the “Director Compensation Program”). Ms. Cisneros and Messrs. Rubin, Sarnoff, Torres and Wibergh are eligible to participate in the Director Compensation Program. The material terms of the Director Compensation Program are summarized below. Cash Compensation
Director Compensation Program
| ● | Annual Retainer: $50,000 | | ● | Annual Committee Chair Retainer: |
Director Compensation Program
| ○ | Audit: $20,000 | | ○ | Compensation: $15,000 | | ○ | Nominating and Corporate Governance: $10,000 | | ○ | Network Planning and Spectrum: $20,000 |
Director Compensation Program
| ● | Annual Committee Member (Non-Chair Retainer): |
Director Compensation Program
| ○ | Audit: $10,000 | | ○ | Compensation: $7,500 | | ○ | Nominating and Corporate Governance: $5,000 | | ○ | Network Planning and Spectrum: $10,000 |
Director Compensation Program
Annual cash retainers are paid in quarterly installments in arrears and are pro-rated for any partial calendar quarter of service. Equity Compensation An eligible director who is serving on our Board as of the date of the Annual Meeting of Stockholders each calendar year will be automatically granted, on such Annual Meeting Date, a restricted stock unit award (“RSUs”) or restricted stock award (“RSAs”) with a grant date fair value of approximately $175,000, which will vest in full on the earlier to occur of (i) the one-year anniversary of the applicable grant date and (ii) the date of the next Annual Meeting of Stockholders following the grant date, subject to the director’s continued service through the applicable vesting date. In addition, these awards will vest in full upon a change in control of the Company (as defined in the amended and restated AST SpaceMobile 2024 Incentive Award Plan (as amended and restated, “2024 Plan”)). Our 2025 Annual Meeting of Stockholders was held on June 6, 2025. On June 6, 2025, each eligible director received 4,810 RSAs, which had a grant date fair value of $150,000. On June 24, 2025, the Board approved a $25,000 increase in the value of annual stock awards to independent directors. As a result, each eligible director received an additional 801 RSAs based on the closing price of our Class A Common Stock on June 6, 2025 as his or her 2025 annual grant of RSAs. The combined grant date fair values of the RSAs were $192,653. Refer to the directors’ compensation table below for further detail. Compensation under the Director Compensation Program is subject to the annual limits on non-employee director compensation set forth in the 2024 Plan.
Director Compensation for the Fiscal Year Ended December 31, 2025
Director Compensation for the Fiscal Year Ended December 31, 2025 The following table sets forth information for the fiscal year ended December 31, 2025 regarding the compensation awarded to, earned by or paid to our non-employee directors.
Director Compensation for the Fiscal Year Ended December 31, 2025
| Name(1)(2) | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) | | Adriana Cisneros | 70,000 | 192,653 | 262,653 | | Luke Ibbetson | - | - | - | | Edward Knapp | - | - | - | | Ronald Rubin | 60,000 | 192,653 | 252,653 | | Keith Larson | - | - | - | | Hiroshi Mikitani | - | - | - | | Richard Sarnoff | 60,000 | 192,653 | 252,653 | | Julio A. Torres | 82,500 | 192,653 | 275,153 | | Johan Wibergh | 87,500 | 192,653 | 280,153 |
Director Compensation for the Fiscal Year Ended December 31, 2025
| (1) Mr. Avellan, Chairman of the Company’s Board and Chief Executive Officer, and Mr. Johnson, Executive Vice President, Chief Financial Officer and Chief Legal Officer, are not included in this table as they were employees of the Company in 2025 and did not receive compensation for services as directors. All compensation paid to Messrs. Avellan and Johnson, respectively, for their services provided to us in 2025 is reflected in the Summary Compensation Table below. Additionally, as designees of Vodafone, American Tower, Rakuten Mobile and AT&T, respectively, Messrs. Ibbetson, Knapp, Mikitani and Larson did not receive compensation for services as directors. Mr. Mikitani resigned from the Board on January 13, 2026. | | (2) On June 6, 2025 and June 24, 2025, respectively, the listed non-employee directors were granted 4,810 and 801 RSAs, respectively. Amounts represent the aggregate grant date fair value of RSAs computed in accordance with Accounting Standard Codification 718 Compensation - Stock Compensation (“FASB ASC 718”). We provide information regarding the assumptions used to calculate the value of equity awards in Note 11 Stock-Based Compensation to our Consolidated Financial Statements included in our 2025 Annual Report on Form 10-K. |
Director Compensation for the Fiscal Year Ended December 31, 2025
The table below shows the aggregate number of outstanding unvested stock awards and exercisable options for each of the active non-employee directors as of December 31, 2025:
Director Compensation for the Fiscal Year Ended December 31, 2025
| Name | RSAs (a) | Options (b) | | Adriana Cisneros | 5,611 | 725,074 | | Luke Ibbetson | - | - | | Edward Knapp | - | - | | Hiroshi Mikitani | - | - | | Keith Larson | - | - | | Ronald Rubin | 5,611 | - | | Richard Sarnoff | 5,611 | 348,035 | | Julio A. Torres | 5,611 | - | | Johan Wibergh | 5,611 | - |
Director Compensation for the Fiscal Year Ended December 31, 2025
(a) Represents unvested RSAs. (b) Represents exercisable options.
Executive Summary
| ● | Base Salary. For each of our NEOs, other than Mr. Avellan, approved an annual base salary of $250,000 for 2025, unchanged from 2024. Mr. Avellan has historically asked not to be paid any base salary in excess of applicable minimum wage requirements under federal law. He has not received any base salary from the Company since the consummation of the Business Combination in April 2021. | | ● | Cash Bonus. For each of Messrs. Wisniewski, Johnson and Gupta, approved payouts under our annual executive cash bonus program of $475,000, representing a payment of 95% of their target bonus opportunity, based on achievement relative to a 2025 revenue goal. For Dr. Yao, approved a discretionary bonus of $150,000 upon the successful launch of the 5 BlueBird Block 1 spacecraft constellation in orbit and related phone call. Mr. Avellan did not participate in our annual bonus program in 2025 and received no cash bonus payouts for 2025 performance. |
Executive Summary
| ● | Long-Term Incentive Compensation. Approved equity awards for each of Messrs. Avellan, Wisniewski, Johnson and Gupta, weighted 50% towards time-based restricted stock units (“RSUs”) that vest 33% per year on each of the first, second and third anniversary of May 30, 2025 subject to continued service through the vesting date and 50% towards performance-based stock units (“PSUs”) to be earned based on achievement relative to performance goals to be met no later than February 28, 2026 and vest, to the extent earned, 33% per year on each of the first, second and third anniversary of March 31, 2025 subject to continued service through the vesting date. Dr. Yao did not receive equity awards in 2025. | | ● | Modified Terms of 2024 PSUs. On May 30, 2025, approved a modification to PSUs originally awarded to each of Messrs. Wisniewski, Johnson and Gupta on September 26, 2024 to realign certain performance goals with our shifting performance priorities. The modification was accounted for as a new award in accordance with FASB ASC 718. With respect to Messrs. Wisniewski and Johnson, the modified PSUs were to be earned based on achievement relative to performance goals to be met by August 15, 2025. With respect to Mr. Gupta, the modified PSUs were to be earned based on achievement relative to performance goals to be met by November 15, 2025 and December 31, 2025. | | ● | Certified Achievement of 2024 PSUs. On August 15, 2025, determined that, based on achievement relative to the modified performance conditions, 150% of the target modified PSUs granted to each of Messrs. Wisniewski and Johnson on September 26, 2024 and subsequently modified on May 30, 2025, were earned. These earned PSUs vested 33% on August 15, 2025 with the remaining earned PSUs to vest equally on August 15, 2026 and August 15, 2027, subject to continued service through the vesting date. The Compensation Committee will determine the Individual performance achievement with respect to the modified 2024 PSUs for Mr. Gupta in May 2026. To the extent earned, Mr. Gupta’s modified PSUs are expected to vest 33% on each May 15, 2026, May 15, 2027 and May 15, 2028, subject to continued service through each applicable vesting date. |
Executive Compensation Philosophy and Objectives
| ● | Compensation should be aligned with the long-term interests of our stockholders. | | ● | Actual compensation should align with results as compared to pre-set performance objectives. | | ● | The program should provide total direct compensation opportunities (i.e., base salary, annual short-term incentives, and long-term incentives) that are appropriately positioned relative to competitors for executive talent in the broader SpaceTech ecosystem. | | ● | The program should aid in the recruitment and retention of management and key personnel. | | ● | The program should limit executive perquisites to basic programs that are minimal in amount and number and are consistent with market practices and support the needs of the business. | | ● | Compensation programs should not encourage unreasonable risk-taking. |
Compensation Practices
Role of the Compensation Committee The Compensation Committee has overall responsibility for approving and evaluating the director and executive compensation plans, policies, and programs of the Company. The Compensation Committee reviews compensation levels for all our executive officers, including our NEOs. The Compensation Committee also makes final compensation decisions regarding our NEOs and officers, except for the CEO, whose compensation is reviewed and approved by the independent directors of the full Board, based upon the recommendations of the Compensation Committee. The Compensation Committee also works very closely with its independent compensation consultants and with management to examine the effectiveness of the Company’s executive compensation program. Details of the Compensation Committee’s authority and responsibilities are specified in the Compensation Committee’s charter, which is available under the “Leadership and Governance” link under the heading “Investors” on our website at https://investors.ast-science.com. Role of Management The Compensation Committee considers input from our Chief Executive Officer in making determinations regarding our executive compensation program and the individual compensation of each executive officer, other than our Chief Executive Officer. Our Chief Executive Officer and management team also provide information to the Compensation Committee regarding the Company’s performance for purposes of determining annual cash bonuses and long-term incentive equity awards. The Compensation Committee makes the final determination of NEO compensation. Our Chief Executive Officer makes no recommendations regarding, and does not participate in discussions about, his own compensation. Role of Independent Compensation Consultant The Compensation Committee has the sole authority to hire, terminate and approve fees for compensation consultants, outside legal counsel and other advisors as it deems to be necessary to assist in the fulfillment of its responsibilities. The Compensation Committee retained the services of Meridian Compensation Partners, LLC (“Meridian”) as its independent compensation consultant to aid the Compensation Committee in performing its duties and designing the compensation philosophy and structure for the Company. During 2025, representatives of Meridian provided the Compensation Committee with market data and counsel regarding executive officer compensation programs and practices, including, specifically:
Compensation Practices
| ● | comparison to executive compensation market data; | | ● | peer group identification and assessment in connection with 2025 executive compensation program developments; | | ● | advice and market insight as to the form of and performance measures for annual and long-term incentives; and | | ● | marketplace compensation trends in the Company’s industry and generally. |
Compensation Practices
Representatives of Meridian do not make recommendations on, or approve, the amount of compensation for any executive officer. Annually, the Compensation Committee reviews with management the independence of any compensation consultant it retains. The Compensation Committee affirmatively determined that no conflict of interest arose in connection with the work of Meridian as compensation consultant for the Compensation Committee in 2025. Competitive Positioning Our executive compensation program takes into account the compensation practices of companies with which we compete or could compete for executive talent. Peer companies are selected based on a number of factors including SpaceTech or similar sector relevance, operating size, market capitalization and growth. For purposes of setting 2025 executive compensation, the Compensation Committee used the following peer companies (our “2025 Peer Group”):
Compensation Practices
| 2025 Peer Group Companies | | | | AeroVironment, Inc. Astera Labs, Inc. Cogent Communications Holdings, Inc. Credo Technology Group Holding Ltd Globalstar, Inc. HEICO Corporation Hexcel Corporation | Iridium Communications, Inc. Joby Aviation, Inc. Kratos Defense & Security Solutions, Inc. Leonardo DRS, Inc. Liberty Broadband Corporation MDA Space Ltd. Redwire Corporation | Rocket Lab USA, Inc. Sirius XM Holdings Inc. Spire Global, Inc. Teledyne Technologies Incorporated Trimble Inc. Viasat, Inc. |
Compensation Practices
At the time of the 2025 Peer Group selection we were still early in our journey towards commercialization of our SpaceMobile Network. However, the consensus analyst estimates for our next twelve months revenue, as reported by Standard & Poor’s Capital IQ, approximated the 32nd percentile of these peers while our market capitalization approximated the 68th percentile. The Compensation Committee reviews the peer group annually to assure alignment and adds or removes companies as peers as it deems appropriate and necessary to maintain competitive and balanced alignment. In July 2025, the Compensation Committee (1) removed Liberty Broadband in light of its pending acquisition by Charter Communications, (2) removed Spire Global and Viasat due to growing disparities as compared to our own market capitalization and (3) added Loar Holdings, MACOM Technology Solutions and Monolithic Power Systems to maintain our overall roster size and foster stronger alignment between our own annual revenues and market capitalization and peer group median statistics. Our Compensation Committee finds comparative data from our peer group to be helpful in setting and adjusting executive compensation, but it does not target our programs or any particular element of compensation to be at or within a particular percentile or range compared to our peers. Our Compensation Committee uses the peer group data along with industry-relevant compensation survey sources to ensure that our executive compensation program and its constituent elements are and remain competitive in relation to our industry peers, and applies judgment and discretion in establishing targeted compensation levels taking into account not only competitive market data but also the experience of the executive, scope of responsibility, critical skill sets and expertise.
Elements of Executive Compensation
Elements of Executive Compensation The Company’s compensation program consists of three key elements of compensation: base salary, annual bonuses, and long-term equity incentive compensation. Each element is analyzed with a view towards offering market competitive compensation to aid in executive retention as well as a focus on rewarding executives by aligning pay with Company performance. Below is a description of each element and our Compensation Committee decisions in 2025 with respect to each. Base Salary Other than Mr. Avellan, our NEOs receive their respective base salaries to compensate them for services rendered to the Company. The base salary payable to each NEO is intended to provide a fixed component of compensation and reflects both the Company’s development stage and the executive’s skill set, experience, role and responsibilities. For NEOs other than Mr. Avellan, the Committee approved an annual base salary of $250,000 for 2025, unchanged from 2024. Mr. Avellan has historically asked not to be paid any base salary in excess of applicable minimum wage requirements under federal law. He has not received any base salary from the Company since the consummation of the Business Combination in April 2021. Cash Bonus The Compensation Committee retains discretion to award annual bonuses based on individual performance, to incentivize achievement of short-term goals that are expected to contribute to the Company’s long-term growth, or for other purposes. Mr. Avellan did not participate in our annual bonus program in 2025 and received no cash bonus payouts for 2025 performance. Each of Messrs. Wisniewski, Gupta and Johnson were eligible for bonus opportunities set at 200% of base salary, based on achievement relative to a 2025 revenue goal of $75 million. Achievement of $75 million of revenue would earn a payout equal to 100% of the bonus opportunity, achievement of $50 million of revenue would earn a payout equal to 50% of the bonus opportunity, and payouts for achievement between $50 million and $75 million of revenue would be determined by multiplying the bonus opportunity amount by the ratio of revenue achievement over $75 million. There was no opportunity to earn above 100% of bonus opportunity. Our actual revenue during this period was $70.9 million, and the Compensation Committee approved payouts at 95% of target. The Compensation Committee also approved a one-time cash bonus for Dr. Yao of $150,000 upon the successful launch of the 5 BlueBird Block 1 spacecraft constellation in orbit and related phone call. Long-Term Incentives (“LTI”) - 2025 LTI Awards For 2025, the Compensation Committee approved the following mix of LTI awards:
Elements of Executive Compensation
| Executive | Restricted Stock Units (RSUs) | Performance-Based Stock Units (PSUs) | | Abel Avellan | 250,000 | 250,000 | | Scott Wisniewski | 125,000 | 125,000 | | Andrew Johnson | 125,000 | 125,000 | | Shanti Gupta | 125,000 | 125,000 | | Dr. Huiwen Yao | - | - |
Elements of Executive Compensation
The RSUs will vest 33% per year on each of the first, second and third anniversary of May 30, 2025 subject to continued service through the vesting date, and the PSUs can be earned based on achievement relative to performance goals to be met no later than February 28, 2026 and vest, to the extent earned, 33% per year on each of the first, second and third anniversary of March 31, 2025 subject to continued service through the vesting date. Specific performance goals under the PSUs were tailored to each executive’s span of responsibility and included a combination of financial and operational measures. We disclose the metrics used for financial measures, but we consider the specific targets used to evaluate the operational measures to be confidential and commercially sensitive information and believe their disclosure would result in competitive harm to the Company. Measurement categories and the relative weighting of each measurement category by NEO were as follows:
Elements of Executive Compensation
| Measurement Category | | Measurement Period | Outcome | Payout Earned | | 1. | Achieve $75 million in revenue | Fiscal 2025 | Partial Achievement | 95% | | 2. | Number of satellites in orbit | By end of February 2026 | Not achieved | 0% | | 3. | Closing and financing certain spectrum transactions | Fiscal 2025 | Achieved | 100% | | 4. | Maintaining certain levels of liquid assets | Fiscal 2025 | Achieved | 100% | | 5. | Level of capital raised | Fiscal 2025 | Achieved | 100% | | 6. | Volume Weighted Average Price of the Company’s Class A Common Stock for full year | Fiscal 2025 | Achieved | 100% | | 7. | Number of satellites built | Fiscal 2025 | Not achieved | 0% | | 8. | Satellites in operation meet certain connectivity standards | Fiscal 2025 | Partial Achievement | 75% | | 9. | Implementation of satellite communication capabilities on certain smartphone platforms | Fiscal 2025 | N/A - Modified | N/A – Modified | | 10. | SEC filings milestones | Fiscal 2025 | Achieved | 100% | | 11. | Number of satellites fully funded | Fiscal 2025 | Achieved | 100% |
Elements of Executive Compensation
| ● | Goal number 1 was based on achievement relative to a 2025 revenue goal of $75 million. Achievement of $75 million of revenue would have earned a payout equal to 100% of the target PSUs allocated to this goal, achievement of $50 million of revenue would have earned a payout equal to 50% of the target PSUs, and payouts for achievement between $50 million and $75 million of revenue would have been determined by multiplying the bonus opportunity amount by the ratio of revenue achievement over $75 million. There was no opportunity to earn above 100% of target PSUs. Our actual revenue during this period was $70.9 million, and the Compensation Committee approved payouts at 95% of target. | | ● | Goal number 8 was based on satellites in operation meeting certain connectivity standards. The Compensation Committee approved payouts at 75% of target based on achievement against this performance target. | | ● | The Compensation Committee determined that it was advisable and in the best interests of the Company to approve a modification to the PSUs associated with Goal number 9 to extend the performance measurement period to September 30, 2026. The modification was accounted for as a new award in accordance with FASB ASC 718. |
Elements of Executive Compensation
Accordingly, the Compensation Committee determined that PSUs had been earned as follows, and would vest 33% per year on each of the first, second and third anniversary of March 31, 2025 subject to continued service through the vesting date:
Elements of Executive Compensation
| Executive | Target PSUs | Percent Achievement | PSUs Earned | | Abel Avellan | 250,000 | 73.75% | 184,375 | | Scott Wisniewski | 125,000 | 98.75% | 123,437 | | Andrew Johnson | 125,000 | 80.00% | 100,000 | | Shanti Gupta | 125,000 | 43.75% | 54,687 |
Elements of Executive Compensation
Long-Term Incentives – 2024 PSUs On September 26, 2024, the Compensation Committee approved an award of 75,000 target PSUs to each of Messrs. Johnson, Wisniewski and Gupta that would vest one third on August 15, 2025, one third on August 15, 2026 and one third on August 15, 2027 subject to achievement of a combination of Company (50% weight) and Individual (50% weight) performance goals during a performance period ending August 15, 2025 and subject to continued service with the Company through each applicable vesting date (the “2024 PSUs”). For each NEO, the PSUs subject to achievement of Company performance goals could only be earned if a threshold level of Individual performance goals were achieved. Specific performance goals under the PSUs were tailored to each executive’s span of responsibility and represented operational measures. We consider the specific targets used to evaluate the operational measures to be confidential and commercially sensitive information and believe their disclosure would result in competitive harm to the Company. The 2024 PSUs were split 50% for Company goals and 50% for Individual goals. The Individual performance goals provided the opportunity to earn up to 150% of target for achievement in excess of 120% of those Individual targets. The Company performance goals were required to be met before eligibility of Individual goals was assessed. Goals specific to the following measurement categories had to be achieved in order to earn the PSUs:
Elements of Executive Compensation
With respect to each of the Individual performance goals, threshold, target and maximum levels of performance were established that would have earned a payout equal to 50%, 100% or 150% of the target PSUs, respectively. Calculation of payout for achievement between threshold and target or between target and maximum achievement would have been determined by linear interpolation. Collectively, the Company and the Individual performance goals could have resulted in achievement of 0% to 125% of the target number of 2024 PSUs awarded. On May 30, 2025, the Compensation Committee approved a modification to these 2024 PSUs to realign certain performance goals with our shifting performance priorities. The modification was accounted for as a new award in accordance with FASB ASC 718. The modified 2024 PSUs were to be earned, if at all, based on achievement relative to revised performance goals. Specifically, the Compensation Committee approved:
Elements of Executive Compensation
| ● | Introduction of new Individual performance goals for each of Mr. Johnson and Mr. Gupta as follows: |
Elements of Executive Compensation
To the extent earned, with respect to Mr. Wisniewski and Mr. Johnson, the modified 2024 PSUs will vest 33% per year on each of the first, second and third anniversary of August 15, 2024 subject to continued service through each applicable vesting date. To the extent earned, with respect to Mr. Gupta, the modified 2024 PSUs are expected to vest 33% on each May 15, 2026, May 15, 2027 and May 15, 2028, subject to continued service through each applicable vesting date. On August 15, 2025, the Compensation Committee determined the Company and Individual performance achievement for Mr. Wisniewski and Mr. Johnson as set forth in the table below:
Elements of Executive Compensation
| Measurement Type | Measurement Category | | Outcome | Payout Earned | | Company | 1. | Maintain certain levels of liquid assets during a performance measurement period ending August 15, 2025 | Achieved | 100% | | Company | 2. | Company satellite production milestones during a performance period ending August 15, 2025 | Achieved | 100% | | Company | 3. | Cash flow milestones during a performance period ending August 15, 2025 | N/A - Modified | N/A - Modified | | Individual | 1. | Level of capital raised | Achieved at Maximum | 150% | | Individual | 2. | Level of strategic investments raised or contractually committed | N/A – Modified | N/A - Modified | | Individual | 3. | Operating expense milestones for Q4 of 2024 through Q2 of 2025 | N/A – Modified | N/A - Modified | | Individual | 4. | Satellite production cost milestones | N/A – Modified | N/A - Modified | | Individual | 5. | Individual satellite production milestones | N/A – Modified | N/A - Modified | | Individual | 6. | Close and finance certain strategic agreement | Achieved | 100% |
Elements of Executive Compensation
Accordingly, the Compensation Committee determined that the modified 2024 PSUs had been earned as follows, and would vest 33% per year on each of the first, second and third anniversary of August 15, 2024 subject to continued service through the vesting date:
Elements of Executive Compensation
| Executive | Target PSUs | Percent Achievement | PSUs Earned | | Scott Wisniewski | 75,000 | 125.00% | 93,750 | | Andrew Johnson | 75,000 | 125.00% | 93,750 |
Elements of Executive Compensation
The Compensation Committee will determine the Individual performance achievement with respect to the modified 2024 PSUs for Mr. Gupta in May 2026. To the extent earned, Mr. Gupta’s modified 2024 PSUs are expected to vest 33% on each May 15, 2026, May 15, 2027 and May 15, 2028, subject to continued service through each applicable vesting date.
Other Considerations Important to Our Executive Compensation Program
Other Considerations Important to Our Executive Compensation Program Say-on-Pay In 2025, we requested that stockholders approve, on a non-binding, advisory basis, the frequency of our future “say-on-pay” votes, and, as a result of such vote, we expect to conduct the vote to approve, on a non-binding, advisory basis, the compensation of our NEOs once every year. At our 2025 Annual Meeting of Stockholders, our first “say-on-pay” advisory vote received 99.2% support. The Compensation Committee considered the stockholders’ strong support of our say-on-pay vote at our 2025 Annual Meeting of Stockholders when reviewing and designing our executive compensation program for 2025 and 2026. The Compensation Committee will consider the results of future advisory votes on executive compensation as our compensation philosophy continues to evolve and future compensation decisions are made. Clawback Policy In 2023, we adopted a new Clawback Policy as required pursuant to the listing standards of Nasdaq, Section 10D of the Exchange Act and Rule 10D-1 under the Exchange Act, and the Dodd-Frank Act. Our Clawback Policy generally provides that, in the event that we are required to prepare an accounting restatement, we must recover reasonably promptly (subject to limited exceptions set forth in the Compensation Recovery Policy and permitted under the Dodd-Frank Act), excess incentive compensation received by covered officers where that compensation was based on erroneously reported financial information. In addition, our 2020 Plan (defined below) and 2024 Plan include a provision allowing for clawback whenever required by applicable law or Company policy. Policy Regarding Hedging Because the hedging of the Company’s securities may weaken the alignment of the interests of our directors and officers from those of our stockholders, we have a policy prohibiting our directors and officers from engaging in any transactions (such as prepaid variable forwards, equity swaps, collars and exchange funds) with respect to the Company’s securities held by them to hedge or offset any decrease in the market value of the Company’s securities, unless such hedging transaction is approved in advance by our Chief Legal Officer (or, in the case of the Chief Legal Officer, the Chief Executive Officer) or, in the case of directors, the Board or the Audit Committee. Insider Trading Policy The Company has an insider trading policy governing the purchase, sale and other dispositions of the Company’s securities that applies to all officers, directors, employees and consultants of the Company and its subsidiaries. The Company believes that its insider trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, as well as applicable listing standards. A copy of the Company’s insider trading policy was filed as Exhibit 19.1 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2024. In addition, with regard to the Company’s trading in its own securities, it is the Company’s policy to comply with the federal securities laws and the applicable listing standards. Policy and Practices Related to Grant of Certain Equity Awards Close in Time to the Release of Material Non-Public Information Our executive compensation program has not included awards of stock options, stock appreciation rights or similar option-like instruments since fiscal year 2021. We have no policy, program, practice, or plan pertaining to the timing of stock option, stock appreciation right or similar option-like instrument grants to our NEOs coinciding with the release of material nonpublic information. We also have not timed the release of material non-public information for the purpose of affecting the value of any executive or director compensation, and we have no plan to do so. Retirement Program The Company currently maintains a 401(k) retirement savings plan for its United States based employees, including our NEOs, who satisfy certain eligibility requirements. Our NEOs are eligible to participate in the 401(k) plan on the same terms as other full-time employees. The 401(k) plan allows eligible employees to defer a portion of their compensation, within prescribed limits, on a pre-tax basis through contributions to the 401(k) plan. Currently, we do not match contributions made by participants in the 401(k) plan. The Company believes that providing a vehicle for tax-deferred retirement savings through our 401(k) plan adds to the overall desirability of its executive compensation package and further incentivizes our employees, including NEOs, in accordance with its compensation policies. We do not provide separate executive retirement benefits for our NEOs. Health Benefits All of the Company’s full-time employees, including NEOs, are eligible to participate in our health and welfare plans, including medical, dental and vision benefits, medical and dependent flexible spending accounts, short-term and long-term disability insurance, and life insurance. NEOs pay the same health benefit contribution amounts and have the same deductibles as are applicable to all other Company employees. Limited Perquisites We provide limited perquisites (described more fully in the footnotes to the Summary Compensation Table) to our NEOs, which we believe are reasonable, competitive and consistent with our executive compensation program. Tax and Accounting Considerations All elements of compensation, including salaries, generate charges to earnings under generally accepted accounting principles (“GAAP”). We generally do not adjust compensation based on accounting factors. Our Compensation Committee takes into consideration the tax deductibility of compensation, to the extent practical, but reserves the right to authorize payments that may not be deductible if it believes that the payments are appropriate and consistent with our compensation philosophy. Risk Analysis Our Compensation Committee has reviewed our incentive compensation programs, discussed the concept of risk as it relates to our compensation program, considered various mitigating factors and reviewed these items with the Company’s management. In addition, Company management regularly monitors and reviews our compensation program and the related risks and reports its findings to the Compensation Committee. Based on these reviews and discussions, the Compensation Committee does not believe our compensation program creates risks that are reasonably likely to have a material adverse effect on our business. Agreements with the Named Executive Officers The Compensation Committee believes that employment agreements play a valuable role in attracting, motivating and retaining highly talented executives. Accordingly, we have entered into employment agreements with certain of our NEOs to provide severance protections as described in detail under the caption “Named Executive Officer Employment Related Agreements” below. Importantly, the executive agreements include covenants not to solicit employees, customers, potential customers, vendors or independent contractors from, or compete with, the Company for a specified period of time and to maintain the confidentiality of the Company’s information. The Compensation Committee believes that these covenants are extremely valuable to the Company to protect the Company following any executive’s departure.
Summary Compensation Table
Summary Compensation Table The following table summarizes the compensation of our NEOs for the years ended December 31, 2025, 2024 and 2023.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($) | Total ($) | | Abel Avellan(3) | 2025 | - | - | 14,222,500(4) | - | - | 14,222,500 | | Chairman of the Board and Chief Executive Officer | 2024 | - | - | - | - | - | - | | | 2023 | - | - | - | - | - | - | | Andrew Johnson | 2025 | 250,000 | - | 8,841,500(5) (6) | 475,000 | 64,938(8) | 9,631,438 | | Executive Vice President, Chief Financial Officer, and Chief Legal Officer | 2024 | 163,826 | 125,000 | 2,531,250 | - | 184 | 2,820,260 | | Scott Wisniewski | 2025 | 250,000 | - | 8,841,500(5) (6) | 475,000 | 150 | 9,566,650 | | President, Chief Strategy Officer | 2024 | 250,000 | - | 2,336,750 | - | 120 | 2,586,870 | | Shanti Gupta | 2025 | 250,000 | - | 8,841,500(5) (6) | 475,000 | 225 | 9,566,725 | | Executive Vice President, Chief Operating Officer | 2024 | 250,000 | 400,000 | 2,671,750 | - | 180 | 3,321,930 | | Dr. Huiwen Yao | 2025 | 250,000 | 150,000(7) | - | - | 16,765(8) | 416,765 | | Chief Technology Officer | 2024 | 250,000 | - | - | - | 16,110 | 266,110 |
Summary Compensation Table
| (1) Amounts represent the aggregate grant date fair value computed in accordance with FASB ASC 718 for equity awards granted. We provide information regarding the assumptions used to calculate the value of equity awards in Note 11 Stock-Based Compensation to our Consolidated Financial Statements included in our Annual Report. | | (2) Amounts represent an annual cash incentive award granted to each of Messrs. Johnson, Wisniewski, and Gupta upon successful completion of certain Company milestone pursuant to our annual executive cash bonus program. | | (3) For 2023, 2024, and 2025, Mr. Avellan did not receive any base salary from the Company. | | (4) On December 2, 2025, Mr. Avellan received an award of 500,000 stock award units, 250,000 of which are RSUs subject to time-based vesting and 250,000 of which are PSUs subject to performance-based vesting. The PSUs vest upon satisfaction of certain performance goals and subject to continued service with the Company through each applicable vesting date. The grant date fair value shown above reflects the grant date fair value for the time-based vesting RSUs. The grant date fair value of the 250,000 PSUs has been reported at $0 based on the probable outcome of achieving the performance conditions at the time of grant. The aggregate grant date fair value for Mr. Avellan disclosed would increase by $14,222,500 assuming maximum achievement of the performance conditions. | | (5) Amounts include the grant date fair value of $1,730,250 of the modified award to adjust certain performance conditions associated with the original PSUs granted on September 26, 2024. These modifications were accounted for as an issuance of new awards in accordance with FASB ASC 718. | | (6) On December 2, 2025, each of Messrs. Johnson, Wisniewski, and Gupta received an award of 250,000 stock award units, 125,000 of which are RSUs subject to time-based vesting and 125,000 of which are PSUs subject to performance-based vesting. The PSUs vest upon satisfaction of certain performance goals and subject to continued service with the Company through each applicable vesting date. The grant date fair value shown above reflects the grant date fair value for the time-based vesting RSUs of $7,111,250 and the grant date fair value of the modified 2024 PSU of $1,730,250 discussed in Footnote (5) above. The grant date fair value of the 125,000 PSUs has been reported at $0 based on the probable outcome of achieving the performance conditions at the time of grant. The aggregate grant date fair value for each of Messrs. Johnson, Wisniewski and Gupta disclosed would increase by $7,111,250 assuming maximum achievement of the performance conditions. | | (7) Amount represents a one-time discretionary cash bonus to Dr. Yao in recognition of his efforts upon the successful launch of the 5 Block 1 BlueBird satellites and related phone calls. | | (8) With respect to Mr. Johnson, the amount reported includes $64,400 for an apartment in Miami, Florida used by Mr. Johnson when working at the Company’s Miami, Florida office. With respect to Dr. Yao, the amount reported includes $12,360 for an apartment in Midland, Texas used by Dr. Yao when working at the Company’s headquarter and $3,107 for certain meal allowance benefits. |
2025 Grants of Plan-Based Awards(1)
2025 Grants of Plan-Based Awards(1)
2025 Grants of Plan-Based Awards(1)
| | Estimated Future Payouts under Non-Equity Incentive Plan Awards | | | | Estimated Future Payouts under Equity Incentive Plan Awards | | | All other stock awards: Number of shares of stock | Grant Date Fair Value of Stock | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | or units (#) | Awards ($)(2) | | Abel Avellan | 12/2/2025 | - | - | - | - | - | - | 250,000(2) | 14,222,500 | | | 12/2/2025(3) | - | - | - | - | 250,000 | 250,000 | - | 0 | | Andrew Johnson | 5/30/2025(4) | - | - | - | 56,250 | 75,000 | 93,750 | - | 1,730,250 | | | 12/2/2025(5) | 250,000 | 500,000 | 500,000 | - | - | - | - | - | | | 12/2/2025 | - | - | - | - | - | - | 125,000(2) | 7,111,250 | | | 12/2/2025(3) | - | - | - | - | 125,000 | 125,000 | - | 0 | | Scott Wisniewski | 5/30/2025(4) | - | - | - | 56,250 | 75,000 | 93,750 | - | 1,730,250 | | | 12/2/2025(5) | 250,000 | 500,000 | 500,000 | - | - | - | - | - | | | 12/2/2025 | - | - | - | - | - | - | 125,000(2) | 7,111,250 | | | 12/2/2025(3) | - | - | - | - | 125,000 | 125,000 | - | 0 | | Shanti Gupta | 5/30/2025(4) | - | - | - | 56,250 | 75,000 | 93,750 | - | 1,730,250 | | | 12/2/2025(5) | 250,000 | 500,000 | 500,000 | - | - | - | - | - | | | 12/2/2025 | - | - | - | - | - | - | 125,000(2) | 7,111,250 | | | 12/2/2025(3) | - | - | - | - | 125,000 | 125,000 | - | 0 | | Dr. Huiwen Yao | - | - | - | - | - | - | - | - | - |
2025 Grants of Plan-Based Awards(1)
| (1) Amounts represent the aggregate grant date fair value computed in accordance with FASB ASC 718 for equity awards granted. We provide information regarding the assumptions used to calculate the value of equity awards in Note 11 Stock-Based Compensation to our Consolidated Financial Statements included in our Annual Report. | | (2) The RSUs vest over three years, with 1/3 of the total number of shares subject to the RSUs vesting on May 30, 2026, an additional 1/3 on May 30, 2027, and an additional 1/3 on May 30, 2028. | | (3) On December 2, 2025, an award of 250,000 to Mr. Avellan and an award of 125,000 to each of Messrs. Johnson, Wisniewski, and Gupta were issued that vest upon satisfaction of certain performance goals and subject to continued service with the Company on each vesting date. The PSUs provide an opportunity to earn 0% to 100% of the target award only after the performance goals are met. Assuming the performance goals are met, at the threshold level, no shares will be earned; at the target and the maximum level, 250,000 shares (Mr. Avellan) or 125,000 shares (each of Messrs. Johnson, Wisniewski and Gupta) will be earned. The estimated future payouts and the grant date fair value of the PSUs have been reported at $0 based on the probable outcome of achieving the performance conditions at the time of grant. The grant date fair value of the PSUs assuming maximum achievement of the performance conditions was $14,222,500 (Mr. Avellan) and $7,111,250 (each of Messrs. Johnson, Wisniewski, and Gupta). | | (4) On May 30, 2025, each of Messrs. Johnson, Wisniewski, and Gupta received an award of 75,000 PSUs that represents a modification of the original PSU granted on September 26, 2024 to realign certain Individual and Company performance goals. The modified PSUs vest upon satisfaction of specified Company (50% weight) and Individual (50% weight) performance goals and subject to continued service with the Company. The modified PSUs provide an opportunity to earn 0% to 125% of the target award only after the Company performance goals are met. Assuming the Company performance goals are met, at the threshold level, 56,250 shares will be earned; at the target level, 75,000 shares will be earned; and at the maximum level, 93,750 shares will be earned. The estimated future payouts and the grant date fair value of the PSUs have been reported at $1,730,250 based on the probable outcome of achieving the performance conditions at the time of grant. The grant date fair value of the PSUs assuming maximum achievement of the performance conditions was $2,162,813. | | (5) Amounts represent an annual cash incentive award granted to each of Messrs. Johnson, Wisniewski, and Gupta upon successful completion of certain Company milestone. Assuming the performance goals are met, at the threshold level, $250,000 will be earned; at the target and the maximum level, $500,000 will be earned. |
Outstanding Equity Awards at 2025 Fiscal Year-End
Outstanding Equity Awards at 2025 Fiscal Year-End The following table sets forth certain information regarding equity-based awards of the Company held by the NEOs as of December 31, 2025.
Outstanding Equity Awards at 2025 Fiscal Year-End
| | | Option Awards | | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercisable Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Abel Avellan | 12/2/2025(1) | - | - | - | - | - | 250,000 | 18,157,500 | - | - | | | 12/2/2025(2) | | | | | | - | - | 250,000 | 18,157,500 | | Andrew Johnson | 5/6/2024(3) | - | - | - | - | - | 225,000 | 16,341,750 | - | - | | | 9/26/2024(4) | - | - | - | - | - | 50,000 | 3,631,500 | - | - | | | 5/30/2025(5) | - | - | - | - | - | 62,500 | 4,539,375 | - | - | | | 12/2/2025(1) | - | - | - | - | - | 125,000 | 9,078,750 | - | - | | | 12/2/2025(2) | - | - | - | - | - | - | - | 125,000 | 9,078,750 | | Scott Wisniewski | 9/26/2024(4) | - | - | - | - | - | 50,000 | 3,631,500 | - | - | | | 5/30/2025(5) | - | - | - | - | - | 62,500 | 4,539,375 | - | - | | | 12/2/2025(1) | - | - | - | - | - | 125,000 | 9,078,750 | - | - | | | 12/2/2025(2) | - | - | - | - | - | - | - | 125,000 | 9,078,750 | | Shanti Gupta | 9/26/2024(4) | - | - | - | - | - | 50,000 | 3,631,500 | - | - | | | 5/30/2025(9) | | | | | | | | 75,000 | 5,447,250 | | | 12/2/2025(1) | - | - | - | - | - | 125,000 | 9,078,750 | - | - | | | 12/2/2025(2) | - | - | - | - | - | - | - | 125,000 | 9,078,750 | | Dr. Huiwen Yao | 4/17/2019(6) | 339,912 | - | - | $0.06 | 4/17/2029 | - | - | - | - | | | 5/20/2020(7) | 217,522 | - | - | $0.60 | 5/20/2030 | - | - | - | - | | | 5/20/2020(8) | - | 507,551 | - | $0.60 | 5/20/2030 | - | - | - | - |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (1) The award vests in three yearly installments beginning May 30, 2026, subject to continued service. | | (2) The PSUs and market value are calculated based on achieving target performance goals. The actual number of PSUs that may vest will be determined based on achievement of certain performance goals and are subject to continued service with the Company on each vesting date. | | (3) The award vests in three remaining yearly installments beginning May 6, 2026, subject to continued service. | | (4) The award vests in two remaining yearly installments beginning August 15, 2026, subject to continued service. | | (5) Represents the number of unvested PSUs earned for the performance period ending August 15, 2025 based on achievement at 125% of target. The award vests in two remaining yearly installments beginning August 15, 2026, subject to continued service through each vesting date. | | (6) The award vested fully in November 2021. | | (7) The award vested fully upon achievement of certain performance-based milestone in May 2023. | | (8) The award vests upon achievement of certain performance-based milestones. | | (9) The PSUs and market value are calculated based on achieving target performance goals. The actual number of PSUs that may vest will be determined based on achievement of certain performance goals and are subject to continued service with the Company through each vesting date. The Compensation Committee will determine the achievement relative to the modified performance conditions in May 2026. To the extent earned, Mr. Gupta’s modified 2024 PSUs are expected to vest 33% on each May 15, 2026 , May 15, 2027 and May 15, 2028. |
2025 Options Exercises and Stock Vested Table
2025 Options Exercises and Stock Vested Table The following table provides information, on an aggregate basis, regarding (i) stock options exercised during 2025, including the total number of shares acquired upon exercise and the aggregate value realized before payment of any applicable withholding tax and broker commissions, and (ii) RSUs that vested during 2025.
2025 Options Exercises and Stock Vested Table
| | Stock Awards | | Option Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | | Abel Avellan | - | - | - | - | | Andrew Johnson | 131,250(2) | 4,585,500 | - | - | | Scott Wisniewski | 347,500(2) | 11,692,888 | - | - | | Shanti Gupta | 150,000 | 5,144,250 | - | - | | Dr. Huiwen Yao | - | - | 105,000 | 5,003,416 |
2025 Options Exercises and Stock Vested Table
| (1) Amounts represent the aggregate fair value on vesting computed in accordance with FASB ASC 718 for vested equity awards. We provide information regarding the assumptions used to calculate the value of equity awards in Note 11: Stock-Based Compensation to our Consolidated Financial Statements included in our Annual Report. For awards vesting on weekends and holidays, fair values were derived from the share price one business day prior. |
2025 Options Exercises and Stock Vested Table
| (2) Amounts include 31,250 shares vested from grants that were modified to adjust certain performance conditions associated with the original PSUs granted on September 26, 2024. The modifications were accounted for as an issuance of new awards in accordance with FASB ASC 718. |
Pension Benefits - 2025
Pension Benefits - 2025 We have no pension benefits for our executive officers.
Nonqualified Deferred Compensation - 2025
Nonqualified Deferred Compensation - 2025 We have no nonqualified defined contribution or other nonqualified compensation plans for our executive officers.
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control The following is a summary of the benefits payable to our NEOs in connection with a termination of employment or change in control occurring on December 31, 2025, in different scenarios under the terms of our NEO agreements and equity compensation plans: Abel Avellan Mr. Avellan will only receive previously accrued benefits (e.g., accrued but unpaid salary and vested benefits through the date of termination) upon any termination of employment, in accordance with applicable plans and policies. Scott Wisniewski In the event of a Qualifying Termination (as defined below), Mr. Wisniewski is entitled to (i) a severance payment equal to 50% of his base salary, payable in substantially equal installments in accordance with the Company’s payroll practices, (ii) any annual bonus earned through the date of termination for the applicable calendar year based on the achievement of individual and/or Company performance goals as determined by the Board (or a subcommittee thereof) in its sole discretion, payable when the Company pays bonuses to its senior executives generally for the year of termination, (iii) continued coverage for up to six months under the Company’s group health plans at the same levels and the same cost to Mr. Wisniewski as would have applied if his employment had not terminated, and (iv) continued vesting of any portion of his PSUs granted upon hire; provided that, the underlying performance conditions are satisfied as of the date of termination or within 120 days following such date. In the event of a Qualifying Termination (as defined below), Mr. Johnson is entitled to a severance payment equal to (i) 75% of his base salary payable in substantially equal installments in accordance with the Company’s payroll practices, (ii) any annual bonus earned through the date of termination for the applicable calendar year based on the achievement of individual and/or Company performance goals as determined by the Board (or a subcommittee thereof) in its sole discretion, payable when the Company pays bonuses to its senior executives generally for the year of termination, (iii) continued coverage for up to nine months under the Company’s group health plans at the same levels and the same cost to Mr. Johnson as would have applied if his employment had not terminated, and (iv) acceleration of any unvested portion of the time-based vesting RSUs equal to (A) in the event a Qualifying Termination occurred on or prior to the one-year anniversary of his start date, 100,000 RSUs, and (B) in the event a Qualifying Termination occurred after the one-year anniversary of the start date, (x) (1) the number of days during the period commencing on the last vesting date prior to the date of termination and ending on the nine-month anniversary of the date of termination, (2) divided by 365, and multiplied by (y) 75,000. Shanti Gupta In the event of termination without Cause (as defined below), Mr. Gupta is entitled to a severance payment equal to 6 months of his base salary. Dr. Huiwen Yao Dr. Yao will only receive previously accrued benefits (e.g., accrued but unpaid salary and vested benefits through the date of termination) upon any termination of employment, in accordance with applicable plans and policies. Tabular Disclosure The following tables show estimated compensation payable to each NEO who was employed on December 31, 2025, upon applicable triggering events (assuming the event occurred on December 31, 2025). Actual amounts can only be determined upon the triggering event. Amounts in the tables assume an annual salary at the level in effect on December 31, 2025 and payout of PSUs at target. These tables do not account for any cutback that may result from the application of the NEO’s agreement terms. If payments and benefits to an NEO would constitute an “excess parachute payment” under Code Section 280G and subject the executive to golden parachute excise taxes under Code Section 4999, the NEO agreements may utilize a “best net after-tax” payment approach which reduces the executive’s payments and benefits to an amount that results in the greatest after-tax benefit for the executive, taking into account any such excise tax and any applicable federal, state and local taxes. None of our named executive officers has a contractual right to receive any payment (whether in cash, equity, or otherwise) solely as a result of a change in control. Accordingly, no amounts attributable to single-trigger payments or vesting upon a change in control are included in the table below. Except as set forth below, our named executive officers will only receive previously accrued benefits (e.g., accrued but unpaid salary and vested benefits through the date of termination) upon any other termination of employment, in accordance with applicable plans and policies.
Potential Payments Upon Termination or Change in Control
| Executive Benefits and Payments Upon Termination | Qualifying Termination(1) ($) | | Abel Avellan | | | Cash Severance Payments | - | | Equity Awards | - | | Health Insurance Benefits | - | | Total | - | | Scott Wisniewski | | | Cash Severance Payments | 125,000 | | Bonus Severance Payments(2) | 475,000 | | Equity Awards(3) | - | | Health Insurance Benefits | 8,459 | | Total | 608,459 | | Andrew Johnson | | | Cash Severance Payments | 187,500 | | Bonus Severance Payments(2) | 475,000 | | Equity Awards | 4,984,607 | | Health Insurance Benefits | 10,707 | | Total | 5,657,814 | | Shanti Gupta | | | Cash Severance Payments | 125,000 | | Equity Awards | - | | Health Insurance Benefits | - | | Total | 125,000 | | Dr. Huiwen Yao | | | Cash Severance Payments | - | | Equity Awards | - | | Health Insurance Benefits | - | | Total | - |
Potential Payments Upon Termination or Change in Control
| (1) For purposes of the table above, “Qualifying Termination” means, for Messrs. Johnson and Wisniewski, a Qualifying Termination (as defined in below) and, for Mr. Gupta, a termination by the Company without Cause (as defined below): |
Potential Payments Upon Termination or Change in Control
| Qualifying Termination | The NEO’s termination of employment (i) by the Company without Cause (other than by reason of the NEO’s death or disability), (ii) by the NEO for Good Reason, or (iii) by reason of non-renewal of the employment period. | | | Good Reason | The NEO’s voluntary resignation within a specified period after any one or more of the following events without the NEO’s prior written consent, subject to the Company’s 30-day cure rights: | | | | | a material diminution in the NEO’s base salary (solely with respect to Mr. Johnson, unless the reduction is applicable to all similarly situated employees); | | | | a material diminution in the NEO’s position, responsibilities, duties or authority; | | | | a change in the geographic location of the NEO’s primary reporting location that increases the NEO’s one-way commute by more than 30 miles; and/or | | | | solely with respect to Mr. Johnson, the Company’s failure to grant the equity award described in his employment agreement. | | Cause | The occurrence of one or more of the following events: | | | | | NEO’s willful failure to perform duties with the Company, which failure is not cured within 30 days after written notice thereof; | | | | NEO’s commission of, indictment for, or entry of a plea of guilty or nolo contendere to a felony crime or a crime of moral turpitude or, solely with respect to Mr. Johnson, a crime involving dishonesty or the NEO’s performance of duties; | | | | NEO’s breach of material, contractual obligations to the Company, which breach is not cured within 30 days after written notice thereof, and which breach is a material breach in the case of Messrs. Gupta and Wisniewski; | | | | Any act of fraud, embezzlement, theft, or misappropriation from the Company by the NEO; | | | | NEO’s willful misconduct or gross negligence in connection with the performance of duties or material breach of the NEO’s fiduciary duties to the Company or its affiliates, which misconduct, negligence, or breach has, for Messrs. Gupta and Wisniewski only, a material and demonstrable adverse effect on the Company or its affiliates; or | | | | NEO’s commission of an act of material dishonesty which, for Messrs. Gupta and Wisniewski only, results in material reputational, economic or financial injury to the Company or its affiliates. |
Potential Payments Upon Termination or Change in Control
| (2) Under their employment agreements, Messrs. Johnson and Wisniewski are entitled to any bonus earned through their termination date for the year of termination. | | (3) Mr. Wisniewski’s equity awards granted upon hire were fully vested as of December 31, 2025. |
Pay Versus Performance Disclosure
Pay Versus Performance Disclosure Pursuant to Section 953(a) of the Dodd-Frank Act and Item 402(v) of SEC Regulation S-K, we are providing the following information about the relationship between executive “compensation actually paid” (or “CAP”), as defined by SEC rules, to the Company’s principal executive officer (“PEO”) and non-PEO named executive officers (the “Non-PEO NEOs”) and certain aspects of the financial performance of the Company. The Compensation Committee does not utilize CAP as the basis for making compensation decisions. The following table sets forth certain information regarding pay versus performance as of December 31, 2025.
Pay Versus Performance Disclosure
| | | | | | Value of $100 Investment Based On(4): | | | | | Year(1) | Summary Compensation Table Total for PEO (2) | Compensation Actually Paid to PEO (3) | Average Summary Compensation Table Total for Non-PEO NEOs(2) | Average Compensation Actually Paid to Non-PEO NEOs(3) | AST SpaceMobile Total Shareholder Return | Peer Group Total Shareholder Return(5) | Net Income (Loss) ($000)(6) | Company Selected Measure: Total Revenue ($000)(7) | | 2025 | $14,222,500 | $18,157,500 | $7,295,395 | $18,304,462 | $615 | $103 | $(341,940) | $70,918 | | 2024 | - | - | $1,609,800 | $3,975,708 | $179 | $94 | $(300,083) | $4,418 | | 2023 | - | - | $250,000 | $537,444 | $51 | $85 | $(87,561) | $0 | | 2022 | - | - | $1,716,496 | $989,452 | $41 | $75 | $(31,640) | $13,825 | | 2021 | $8,995 | $8,995 | $1,430,211 | $160,579 | $67 | $101 | $(30,553) | $12,405 |
Pay Versus Performance Disclosure
| (1) Abel Avellan served as the PEO for the entirety of 2025, 2024, 2023, 2022, and 2021. Our Non-PEO NEOs for the applicable years were as follows: |
Pay Versus Performance Disclosure
| ● | 2025: Scott Wisniewski, Shanti Gupta, Andrew Johnson, and Dr. Huiwen Yao | | ● | 2024: Scott Wisniewski, Shanti Gupta, Andrew Johnson, Dr. Huiwen Yao, Sean Wallace, and Brian Heller | | ● | 2023: Sean Wallace and Brian Heller | | ● | 2022: Sean Wallace and Brian Heller | | ● | 2021: Brian Heller and Thomas Severson |
Pay Versus Performance Disclosure
| (2) Amounts reported in these columns represent (i) the total compensation reported in the Summary Compensation Table (“SCT”) for the applicable year in the case of our PEO, Mr. Avellan, and (ii) the average of the total compensation reported in the SCT for the applicable year for our Non-PEO NEOs reported for the applicable year. | | (3) Amounts reported in these columns represent compensation actually paid to our NEOs in the applicable year; compensation actually paid is determined by making adjustments to the amounts reported in the SCT for the applicable year in accordance with SEC rules. The adjustments made for 2025 are set forth in the table below. | | (4) Total Shareholder Return (“TSR”) is the cumulative TSR for measurement periods beginning on April 7, 2021, which is the date the Company’s shares commenced trading on Nasdaq, and ending on December 31 of each of 2025, 2024, 2023, 2022, and 2021, respectively, calculated in accordance with Item 201(e) of Regulation S-K. | | (5) Peer Group is the Nasdaq Telecommunications Index, which is the same peer group used in the stock performance graph required by Item 201(e) of Regulation S-K and included in our Annual Report on Form 10-K for the year ended December 31, 2025. | | (6) The dollar amounts reported in this column represent the amount of net income (loss) attributable to common stockholders and reflected in our audited Consolidated Financial Statements included in our Annual Reports on Form 10-K for each of the years ended December 31, 2025, 2024, 2023, 2022, and 2021. | | (7) The dollar amounts reported in this column represent the amount of “Total Revenue” reflected in our audited Consolidated Financial Statements included in our Annual Reports on Form 10-K for each of the years ended December 31, 2025, 2024, 2023, 2022, and 2021. |
Pay Versus Performance Disclosure
The following table sets forth the adjustments prescribed by the SEC rules to calculate CAP amounts from SCT amounts for Mr. Avellan and our Non-PEO NEOs for 2025.
Pay Versus Performance Disclosure
| | 2025 | | | | PEO | Average Non-PEO NEOs | | Summary Compensation Table Total (1) | $14,222,500 | $7,295,395 | | Minus Stock Award Value & Option Award Value Reported in SCT for the Covered Year | $14,222,500 | $6,631,125 | | Plus Year End Fair Value of Equity Awards Granted During the Covered Year that Remain Outstanding and Unvested as of Last Day of the Covered Year | $18,157,500 | $10,440,563 | | Plus Year over Year Change in Fair Value as of the Last Day of the Covered Year of Outstanding and Unvested Equity Awards Granted in Prior Years | - | $4,830,938 | | Plus Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Covered Year | - | $751,250 | | Plus Year over Year Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Years that Vested During the Covered Year | - | $1,617,441 | | Minus Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Covered Year or were Forfeited During the Covered Year | - | - | | Plus Value of Dividends or other Earnings Paid on Stock or Option Awards Not Otherwise Reflected in Fair Value or Total Compensation for the Covered Year | - | - | | Compensation Actually Paid | $18,157,500 | $18,304,462 |
Pay Versus Performance Disclosure
| (1) In the table above, the unvested equity fair values were calculated on each of the required measurement dates using assumptions based on criteria consistent with those used for grant date fair value calculations and in accordance with the methodology used for financial reporting purposes. For unvested awards subject to performance-based vesting conditions, the fair values were based on the probable outcome of such performance-based vesting conditions as of the last day of the year. |
Pay Versus Performance Disclosure
Pursuant to Item 402(v) of SEC Regulation S-K, we are providing the following graphic descriptions of the relationships between specified information presented in the pay versus performance table provided above. Relationship Between CAP and Total Shareholder Return (“TSR”) The graph below reflects the relationship between the PEO and Average Non-PEO NEOs CAP and our TSR. Relationship Between CAP and Net Income (Loss) Attributable to Stockholders The graph below reflects the relationship between the PEO and Average Non-PEO NEOs CAP and our Net Income (Loss) attributable to stockholders.
Pay Versus Performance Disclosure
| (1) Represents the amount of net loss attributable to common stockholders reflected in the Company’s audited financial statements for the applicable year. |
Pay Versus Performance Disclosure
Relationship Between CAP and Total Revenue (Company Selected Measure) The graph below reflects the relationship between the PEO and Average Non-PEO NEOs CAP and our GAAP total revenue.
Pay Versus Performance Disclosure
| (1) Represents GAAP total revenue reflected in the Company’s audited financial statements for the applicable year. |
CEO PAY RATIO
CEO PAY RATIO As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we are providing the following information about the relationship between the annual total compensation of our median employee and the annual total compensation of Mr. Avellan, our CEO and Chairman of the Board. For 2025, our last completed fiscal year:
CEO PAY RATIO
| ● | the annual total compensation of the employee identified at median of the Company (other than our CEO), was $138,560; and | | ● | the annual total compensation of the CEO for purposes of determining the CEO Pay Ratio was $14,222,500. |
CEO PAY RATIO
Based on this information, for 2025, the ratio of the annual total compensation of Mr. Avellan to the annual total compensation of our median employee was estimated to be 103 to 1. This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described below. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. To identify the median of the annual total compensation of all our employees, as well as to determine the annual total compensation of the “median employee,” the methodology and the material assumptions, adjustments, and estimates that we used were as follows: We selected December 31, 2025, which is within the last three months of 2025, as the date upon which we would identify the “median employee.” We did not rely upon the 5% de minimis exemption for 2025 and thus did not exclude any of our global workforce from the identification of the “median employee.” To identify the “median employee” from our employee population, we collected actual base salary paid during the 12-month period ended December 31, 2025. In making this determination, we annualized the compensation of all newly hired permanent employees and part-time employees during this period. We selected base salary paid as representing the principal form of compensation delivered to all of our employees. This information is readily available in each country. Once we identified our median employee, we combined all of the elements of that employee’s compensation for 2025 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K to determine the median employee’s annual total compensation.