DEF 14A of Voyager Technologies, Inc./TX
Filed Apr 17, 2026 · FY20250001628280-26-025842
Proposal No. 1 Election of Directors
Proposal No. 1 Election of Directors Our Certificate of Incorporation provides that our Board must consist of two or more directors, and the number of directors to hold office at any time may be determined from time to time by resolution of our Board. Our Board currently consists of seven members. Our Board is divided into three classes, designated as Class I, Class II and Class III. Upon the expiration of the initial term of office for each class of directors, each director in that class will be elected for a three-year term and serve until a successor is duly elected and qualified or until his or her earlier death, resignation or removal. The table below sets forth information with respect to our directors as of April 7, 2026:
Proposal No. 1 Election of Directors
| Name | Age | Position | Class | Independent | Audit Committee | Compensation Committee | Nominating and Corporate Governance Committee | | Dylan Taylor | 55 | Chief Executive Officer and Chairman | Class III | | | | | | Matthew Kuta | 43 | President, Director | Class I | | | | | | Alan Stern | 68 | Director | Class III | X | Member | Member | Member | | Cheryl Shavers | 72 | Director | Class II | X | | Member | Member | | Gabe Finke | 60 | Director | Class I | X | Member | Chair | | | Marian Joh | 55 | Director | Class I | X | Chair | | Member | | William Shelton | 72 | Director | Class II | X | | Member | Chair |
Composition of our Board of Directors
Composition of our Board of Directors Our board of directors consists of seven directors. Our Certificate of Incorporation provides that, subject to the right of holders of any series of preferred stock, our board of directors will be divided into three classes of directors, with the classes to be as nearly equal in number as possible, and with the directors serving staggered three-year terms, with only one class of directors being elected at each annual meeting of stockholders. As a result, approximately one-third of our board of directors will be elected each year. Our Class I directors are Gabe Finke, Marian Joh and Matthew Kuta (with their terms expiring at this 2026 annual meeting of stockholders), our Class II directors are Cheryl Shavers and William Shelton (with their terms expiring at the annual meeting of stockholders to be held in 2027) and our Class III directors are Alan Stern and Dylan Taylor (with their terms expiring at the annual meeting of stockholders to be held in 2028). At each annual meeting of stockholders, upon the expiration of the term of a class of directors, each director in the class, or the successor to each such director in the class, will be elected to serve from the time of election and qualification until the third annual meeting following his or her election and until his or her successor is duly elected and qualified, in accordance with our amended and restated certificate of incorporation. Any increase or decrease in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. When considering whether directors and nominees have the experience, qualifications, attributes or skills, taken as a whole, to enable our board of directors to satisfy its oversight responsibilities effectively in light of our business and structure, the board of directors focuses primarily on each person’s background and experience as reflected in the information discussed in each of the directors’ individual biographies set forth below. We believe that our directors provide an appropriate mix of experience and skills relevant to the size and nature of our business.
Election of Directors
Election of Directors There are three Class I directors whose term expires at the 2026 Annual Meeting. Upon the recommendation of our Nominating Committee, our Board has nominated Gabe Finke, Marian Joh and Matthew Kuta for re-election as Class I directors. Biographical information for each director and director nominee is contained in the following section. If elected at the Annual Meeting, each of these nominees will serve for a three-year term expiring at the 2029 annual meeting of stockholders and until his or her successor has been duly elected and qualified or until his or her earlier death, resignation or removal. Each person nominated for election has agreed to serve if elected, and we have no reason to believe that any nominee will be unable to serve. If any nominee is not able to serve, proxies will be voted in favor of the other nominees and may be voted for a substitute nominee, unless our Board chooses to reduce the number of directors serving on our Board. Unless otherwise instructed, the proxy holders will vote the proxies received by them "FOR" the election of Gabe Finke, Marian Joh and Matthew Kuta as Class I directors.
Election of Directors
| 2026 PROXY STATEMENT | 9 |
Director Biographies
Director Biographies The following is a brief biographical summary of the experience of our directors and director nominees:
Class I Directors
Class I Directors Gabe Finke – Gabe Finke has served as a member of our board of directors since 2019. Mr. Finke currently serves as Chief Executive Officer and Chief Investment Officer at Ascentris, LLC, a real estate private equity firm he co-founded in July 2010. From July 2003 until November 2015, Mr. Finke was the Chief Executive Officer and Chief Investment Officer of Amstar Advisers, the previous name of Ascentris, and Amstar Group. Prior to Ascentris, Mr. Finke was a Principal at The Carlyle Group from January 1999 until June 2003 and Senior Vice President of Prologis from July 1994 to December 1998, where he was head of European real estate development. Mr. Finke graduated with Highest Honors in Mechanical Engineering from Georgia Institute of Technology and earned his MBA from Harvard Business School. We believe that Mr. Finke is qualified to serve on our board of directors due to his strong background in management and entrepreneurship. Marian Joh – Marian Joh is a director and seasoned senior operator with more than 30 years of leadership experience across aerospace, robotics, and advanced technology organizations. She brings deep expertise in corporate governance, audit oversight, financial discipline, and operational scale-up, with a history of building strong organizational infrastructure for high‑growth companies. Ms. Joh has served on our board of directors since 2021 as Chair of the Audit Committee, where she leads financial governance, audit oversight, and enterprise risk management efforts. In this role, she partners closely with directors and executive leadership to strengthen internal controls, enhance governance frameworks, and support long‑term strategic planning aligned with our growth trajectory. Her prior board experience includes service on Spaceflight Industries (NYSE: BKSY), where she guided the company through rapid expansion, major strategic transactions—including a $150M Series C—and the creation of LeoStella, a satellite manufacturing joint venture. Joh also brings extensive nonprofit governance experience from leadership roles at Seattle Academy of Arts & Sciences and The Evergreen School, where she oversaw capital campaigns, financial stewardship, and long‑term institutional strategy. Operationally, Joh has held multiple C‑suite and founder roles, including Chief Operating Officer of Sarcos Robotics, President of Spaceflight Systems Inc., and Co‑Founder and President/Chair/CFO of Andrews Space, Inc. Across these organizations, she led large‑scale facility buildouts, implemented operational and quality systems, negotiated multimillion‑dollar contracts, and built and mentored high‑performing teams. Joh holds a B.A. in Accounting & Economics with a Business Administration minor from Western Washington University. Her recognitions include Ernst & Young Entrepreneur of the Year (Manufacturing) and Puget Sound Business Journal’s 40 Under 40. We believe that Ms. Joh is qualified to serve on our board of directors due to her background leading major space organizations as they develop and build their infrastructure through rapid growth phases. Matthew Kuta – Matthew Kuta is the President, Co-Founder and board member of Voyager Technologies, and has served as President and Director since 2019. Prior to Voyager, Matthew was a key member of the private equity investment team at Goldman Sachs in New York City. Matthew started his private sector career focusing on middle market private equity at Plexus Capital in Raleigh, North Carolina. Matthew Kuta is also an accomplished leader with global operational experience. As a former military officer, he has led large multi-national teams in very high-stakes initiatives as a F-15E fighter pilot. He has been recognized for multiple professional accolades to include the Jabara Award, awarded to the top U.S. Air Force Academy alumni for contributions to aviation. He is also a recipient of the Distinguished Flying Cross, the highest medal solely for aviation in the U.S. military that can be awarded in combat. Matthew holds a Bachelor of Science from the United States Air Force Academy and an MBA from Duke University’s Fuqua School of Business. He is on the Board of Directors of Voyager Technologies, the National Defense Industrial Association, the United States Air Force Academy Foundation, and Space for Humanity. He is also a Henry Crown Fellow. We believe that Mr. Kuta is qualified to serve on our board of directors due to his track record of success as our President and his strong background in finance for the new space industry.
Class II Directors
Class II Directors Cheryl Shavers – Dr. Cheryl Shavers has served as a member of our board of directors since 2019. Dr. Shavers has served as the Chief Executive Officer of Global Smarts, Inc., an advisory services and strategy firm, since February 2001. She has served on the board of
Class II Directors
| 10 | Voyager Technologies, Inc. |
Class II Directors
directors of Knowles Corporation (NYSE: KN) since August 2017, including serving as a member of the Audit Committee from August 2017 to May 2019 and as a member of the Compensation Committee since May 2019. She has served on the Nominating and Corporate Governance Committee since August 2017 and was appointed Chair of the Nominating and Corporate Governance Committee in October 2021. She also served on the board of directors of ITT (NYSE: ITT) from October 2018 to May 2025, where she has been a member of the Compensation Committee since May 2019 and a member of the Nominating and Corporate Governance Committee since October 2018. Dr. Shavers has an extensive experience in government service, including serving as Under Secretary of Commerce for Technology at the Department of Commerce from August 1999 to January 2001 and as a member of the U.S.-Israel Science and Technology Commission (USISTC) from August 1999 to January 2001. She is also a practicing registered Patent Agent with the Patent & Trademark Office of the Department of Commerce. Dr. Shavers holds a Bachelor of Science degree in Chemistry and a Ph.D. in Solid State Chemistry, both from Arizona State University and an Honorary Master’s degree in Engineering Management from California Polytechnic State University. We believe that Dr. Shavers is qualified to serve on our board of directors due to her extensive experience leading private companies and public entities, overseeing international equity investments and acquisitions and serving on federal committees related to national security, international science and commercial space. William Shelton – General William Shelton has served as a member of our board of directors since 2019. General Shelton retired as Commander, Air Force Space Command in September 2014. During his career, he commanded space operations units at every level and held staff positions in a wide range of Air Force and Department of Defense organizations. He is the former Chairman of the Board of Directors for the Space Foundation serving on the board from January 2016 to December 2019 and serving as Chairman from January 2017 to January 2019. He is a member of the board of directors for Airbus Defense and Space, Inc., serving since February 2015, and serving on the Colorado Thirty Group Board of Trustees since January 2015 and served as Chairman from July 2020 to July 2025. He also served on the PredaSAR Corporation Board from March 2020, until the board was dissolved in March 2021. General Shelton served as a board member of the Board of Trustees for the Aerospace Corporation from March 2015 to December 2019, where he served on the Governance and Nominating Committee from January 2018 to December 2019, the Compensation Committee from January 2018 to December 2019 and the Audit Committee from March 2015 to January 2018. He served as Vice Chairman of that board from January 2018 to December 2019. General Shelton earned a Bachelor of Science degree in astronautical engineering from the United States Air Force Academy, a Master of Science degree in astronautical engineering from the Air Force Institute of Technology and a Master of Science degree in national security studies from the National War College. We believe that General Shelton is qualified to serve on our board of directors due to his significant leadership experience and extensive experience in space operations and policy.
Class III Directors
Class III Directors Dylan Taylor – Dylan Taylor has served as our Chief Executive Officer since August 2019. Mr. Taylor previously served in various roles as President at Colliers International Group Inc. (NASDAQ: CIGI), from January 2009 to August 2019, including CEO, Real Estate Services, Global President, and Chief Operating Officer, and CEO of the Americas CEO of the US. Mr. Taylor is the founder of Space for Humanity, a non-profit organization that seeks to democratize access to space. Mr. Taylor served as chairman of the board of Space for Humanity from January 2017 through December 2022 and January 2026 to present. Mr. Taylor previously served as a Director and as a member of the Audit Committee for UMB Bank (NASDAQ: UMBF) from January 2017 through June 2018 and as a mutual fund director for the Jackson Funds from January 2014 through March 2018. Mr. Taylor holds a Master of Business Administration degree in Finance and Strategy from the Booth School of Business at University of Chicago and has a Bachelor of Science degree in Engineering from the honors college at the University of Arizona. We believe that Mr. Taylor is qualified to serve on our board of directors due to his track record of success as our CEO and his extensive expertise in space investment and entrepreneurship. Alan Stern – Dr. Alan Stern has served as a member of our board of directors since 2019. Dr. Stern is a founder of and was the Chief Exploration Officer of World View Enterprises from 2020 to mid-2022, and also served as Chief Scientist there from December 2014 until mid-2022. Dr. Stern was the founder of The Golden Spike Company and served as the Chief Executive Officer from September 2010 until the company’s closure in February 2019. Since April 2008, he has run his own aerospace consulting practice. Dr. Stern formerly served in Washington, D.C. as NASA’s chief of all space and Earth science programs from March 2007 to April 2008. He also has served as Associate Vice President and Special Assistant to the President at the Southwest Research Institute since February 2009, as the Director of the Florida Space Institute from September 2011 to January 2013 and as Chief Scientist and Mission Architect for Moon Express from September 2010 to February 2013. In November 2018, he was named by the Trump administration to a six-year term on the U.S. National Science Board. Dr. Stern holds a Bachelor of Science degree in Physics, a Bachelor of Art degree in Astronomy and two Master of Sciences degree in aerospace engineering and planetary atmospheres from the University of Texas at Austin. He holds a Doctorate degree in astrophysics and planetary science in 1989 from the University of Colorado. We believe that Dr. Stern is qualified to serve on our board of directors due to his extensive background in space program management.
Class III Directors
| 2026 PROXY STATEMENT | 11 |
Non-Employee Director Compensation Policy
Non-Employee Director Compensation Policy During the year ended December 31, 2025, our non-employee directors received equity- and cash-based compensation for their service as directors. In connection with our IPO, we adopted a non-employee director compensation policy which provides that non-employee directors will receive annual cash retainer of $100,000 for service on our Board, which is paid quarterly in arrears. In addition, an eligible director serving as a lead independent director of our Board will receive an additional cash retainer of $25,000. As of December 31, 2025, we do not have a lead independent director. Additional compensation for each committee service is as follows: •Audit Committee – $25,000 for the chair and $10,000 for each other member; •Compensation Committee – $15,000 for the chair and $10,000 for each other member; and •Nominating and Corporate Governance Committee – $15,000 for the chair and $10,000 for each other member. Each non-employee director is eligible to receive an annual equity award of restricted stock units with a grant date fair value of $155,000. All restricted stock units granted to non-employee directors will generally vest in full on the earlier of (i) the day immediately prior to the date of our annual stockholder meeting immediately following the date of grant and (ii) the first anniversary of the grant date, subject to the non-employee director continuing service through such date. In the event of a change in control (as defined in the 2025 Plan), all outstanding equity awards granted to our non-employee directors pursuant to this policy will accelerate and vest in full. In 2025, we granted 15,000 stock options to each of our non-employee directors. Typically, the stock options we grant to our non-employee directors are intended to qualify as “incentive stock options” to the extent permitted under the Code, though we also grant non-qualified stock options to certain employees where determined appropriate by our board of directors. Generally, the stock options we grant vest with respect to 25% of the stock options awarded on the first anniversary of the vesting start date and then in equal monthly installments during the three-year period thereafter, subject to the non-employee director continuing service as of the applicable vesting date. In connection with our IPO in June 2025, we granted restricted stock awards of 7,500 shares of our Class A common stock to each of our non-employee directors under the 2025 Plan. Such awards vest in three equal installments on each of the third, fourth and fifth anniversaries of the grant date, subject to the non-employee director’s continued service through the applicable vesting dates. Messrs. Taylor and Kuta receive no additional compensation for their service on our board of directors. Their respective compensation as Chief Executive Officer and as President is set forth in the Summary Compensation Table in the section titled “--Executive Compensation--Summary Compensation Table” below.
Director Compensation Table
Director Compensation Table The following table summarizes information regarding compensation awarded to, earned by, or paid to each person who served as a non-employee member of our board of directors during the fiscal year ended December 31, 2025. During the fiscal year ended December 31, 2025, Dylan Taylor, our Chief Executive Officer, and Matthew Kuta, our President, both served as members of our board of directors as well as employees. Mr. Taylor and Mr. Kuta did not receive any additional compensation for their services as members of our board of directors, and therefore are not included in the table below.
Director Compensation Table
| 18 | Voyager Technologies, Inc. |
Director Compensation Table
| Name | Fees Earned or Paid in Cash ($) | Stock Awards(1) ($) | Option Awards(2) ($) | Total ($) | | William Shelton | 125,000 | 232,500 | 278,765 | 636,265 | | Gabe Finke | 125,000 | 232,500 | 278,765 | 636,265 | | Alan Stern | 130,000 | 232,500 | 278,765 | 641,265 | | Cheryl Shavers | 120,000 | 232,500 | 278,765 | 631,265 | | Marian Joh | 135,000 | 232,500 | 278,765 | 646,265 |
Director Compensation Table
(1)The amounts reported represent the aggregate grant date fair value of the restricted stock awards granted during the year ended December 31, 2025, calculated in accordance with FASB ASC Topic 718, rather than the amount paid to or realized by the director. In connection with the IPO, we granted restricted stock awards with respect to 7,500 shares of our Class A common stock to each of our non-employee directors under the 2025 Plan. Such awards will vest in three equal installments on each of the third, fourth and fifth anniversaries of the grant date, subject to the non-employee director’s continued service through the applicable vesting dates. We provide information regarding the assumptions used to calculate the value of the restricted stock awards made to directors in Note 15 to our audited consolidated financial statements included in our Form 10-K for the fiscal year ended December 31, 2025. (2)The amounts reported represent the aggregate grant date fair value of the option awards granted during the year ended December 31, 2025, calculated in accordance with FASB ASC Topic 718, rather than the amount paid to or realized by the director. We provide information regarding the assumptions used to calculate the value of the option awards made to directors in Note 15 to our audited consolidated financial statements included in our Form 10-K for the fiscal year ended December 31, 2025. The table below shows the aggregate numbers of shares of our Class A common stock underlying option awards held by each non-employee director as of December 31, 2025. The awards described below have been adjusted to reflect the 1.5-for-1 forward stock split of our common stock ("Stock Split") in connection with our IPO in June 2025:
Director Compensation Table
| Name | Options Outstanding at Fiscal Year End | Shares of Restricted Stock Awards Outstanding at Fiscal Year End | | William Shelton | 99,498 | 7,500 | | Gabe Finke | 99,483 | 7,500 | | Alan Stern | 99,483 | 7,500 | | Cheryl Shavers | 74,698 | 7,500 | | Marian Joh | 84,799 | 7,500 |
Director Compensation Table
| 2026 PROXY STATEMENT | 19 |
Summary Compensation Table
Summary Compensation Table The following table sets forth information concerning the compensation of our NEOs for the years ended December 31, 2025 and December 31, 2024.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($)(1) | Bonus(2) ($) | Stock Awards ($)(3) | Option Awards ($)(4) | Non-Equity Incentive Plan Compensation ($)(5) | All Other Compensation ($)(6) | Total ($) | | Dylan Taylor Chairman and Chief Executive Officer | 2025 | 400,000 | — | 1,395,000 | 2,787,648 | — | 96,808 | 4,679,456 | | | 2024 | 376,923 | — | — | 863,238 | — | 34,692 | 1,274,853 | | Matthew Kuta President | 2025 | 382,198 | — | 1,550,000 | 2,090,736 | 600,000 | 38,000 | 4,660,934 | | | 2024 | 360,000 | 300,000 | — | — | 300,000 | — | 960,000 | | Filipe De Sousa Chief Financial Officer | 2025 | 408,879 | — | 930,000 | 696,912 | 400,000 | 10,462 | 2,446,253 | | | 2024 | 394,231 | — | — | 258,972 | 200,000 | 2,308 | 855,511 |
Summary Compensation Table
________________ (1)The amounts reported reflect the base salaries of each of our NEOs with respect to 2025 and 2024. For more information on the 2025 base salaries of our NEOs, see the section titled "Narrative to Summary Compensation Table - 2025 Base Salaries" below. (2)There were no discretionary bonus payments in 2025. (3)The amounts reported represent the aggregate grant date fair value of the restricted stock awards granted during the year ended December 31, 2025, calculated in accordance with FASB ASC Topic 718, rather than the amount paid to or realized by the NEO. We provide information regarding the assumptions used to calculate the value of the restricted stock awards made to executive officers in Note 15 to our audited consolidated financial statements included in our 2025 Annual Report. For more information, see the section titled “Narrative to Summary Compensation Table - Equity Compensation” below. (4)The amounts reported represent the aggregate grant date fair value of the stock options granted during the years ended December 31, 2025 and 2024, calculated in accordance with FASB ASC Topic 718, rather than the amount paid to or realized by the NEO. We provide information regarding the assumptions used to calculate the value of the option awards made to executive officers in Note 15 to our audited consolidated financial statements included in our 2025 Annual Report. For more information, see the section titled “Narrative to Summary Compensation Table - Equity Compensation” below. (5)The amounts reported represent the annual performance bonus earned with respect to 2025 and 2024 under our annual bonus program. For more information on the 2025 annual bonus payments, see the section titled “Narrative to Summary Compensation Table - 2025 Bonuses” below. (6)The amounts reported for 2025 represent (i) for Mr. Taylor, a company-paid matching contribution to his 401(k) plan account in the amount of $4,308 and payment for personal consulting services in the amount of $92,500 and (ii) for Mr. Kuta, a payment for personal consulting services in the amount of $38,000 and (iii) Mr. De Sousa, a company-paid matching contribution to his 401(k) plan account of $10,462.
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table summarizes the number of shares of common stock underlying outstanding equity incentive awards for each NEO as of December 31, 2025. Following the Common Stock Reclassification and the completion of the IPO, Mr. Taylor holds equity awards with respect to shares of our Class B common stock and our other NEOs hold equity awards with respect to shares of our Class A common stock. The awards described below have been adjusted to reflect the Stock Split that has been effected in connection with our IPO in June 2025.
Outstanding Equity Awards at Fiscal Year-End
| | | Option Awards(1) | | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | | Dylan Taylor | 2/1/2020 | 58,797 | — | — | 3.17 | 1/31/2030 | | | 10/11/2020 | 78,396 | — | — | 3.17 | 10/10/2030 | | | 11/16/2021 | 112,500 | — | — | 19.54 | 11/15/2031 | | | 2/2/2023 | 75,000 | — | — | 23.12 | 2/1/2033 | | | 2/29/2024 | 75,000 | — | — | 9.48 | 2/28/2034 | | | 2/5/2025 | — | 150,000 | — | 21.76 | 2/4/2035 | | Matthew Kuta | 2/1/2020 | 19,599 | — | — | 3.17 | 1/31/2030 | | | 10/11/2020 | 97,995 | — | — | 3.17 | 10/10/2030 | | | 2/2/2023 | 150,000 | — | — | 23.12 | 2/1/2033 | | | 11/14/2023 | 600,000 | — | — | 9.48 | 11/13/2033 | | | 2/5/2025 | — | 112,500 | — | 21.76 | 2/4/2035 | | Filipe De Sousa | 10/27/2022 | 75,000 | — | — | 23.12 | 10/26/2032 | | | 2/29/2024 | 22,500 | — | — | 9.48 | 2/28/2034 | | | 2/5/2025 | — | 37,500 | — | 21.76 | 2/4/2035 |
Outstanding Equity Awards at Fiscal Year-End
________________ (1)Each option vests as to 25% of the stock options awarded on the first anniversary of the vesting start date and then in equal monthly installments during the three-year period thereafter, subject to the employee’s continued service with us as of the applicable vesting date.
Outstanding Equity Awards at Fiscal Year-End
| | | Stock Awards(1) | | | 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 ($)(2) | | Dylan Taylor | 6/11/2025 | 45,000 | 1,176,300 | | Matthew Kuta | 6/11/2025 | 50,000 | 1,307,000 | | Filipe De Sousa | 6/11/2025 | 30,000 | 784,200 |
Outstanding Equity Awards at Fiscal Year-End
________________ (1)Each restricted stock award will vest in three equal installments on each of the third, fourth and fifth anniversaries of the grant date, subject to the holder's continued service through the applicable vesting dates. (2)Computed in accordance with the SEC rules as the number of unvested shares or units multiplied by the closing market price of a share of our Common Stock on December 31, 2025, the last trading day of our 2025 fiscal year, which was $26.14.
Outstanding Equity Awards at Fiscal Year-End
| 2026 PROXY STATEMENT | 27 |
Indemnification of Directors and Officers
Indemnification of Directors and Officers We have entered into indemnification agreements with each of our executive officers and directors. The indemnification agreements provide the executive officers and directors with contractual rights to indemnification, expense advancement and reimbursement, to the fullest extent permitted under the DGCL, subject to certain exceptions contained in those agreements.