DEF 14A of AST SpaceMobile, Inc.
Filed Apr 25, 2025 · FY20240001641172-25-006182
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 12 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 2026 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, Ms. Cisneros was nominated by Antares; Mr. Ibbetson was nominated by Vodafone; Mr. Knapp was nominated by American Tower; Mr. Mikitani was nominated by Rakuten; and Mr. Larson was nominated by AT&T. 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. Each of our directors, except for Messrs. Johnson, Larson and Wibergh, has served on our Board since 2021. Mr. Avellan has also served as a director of AST LLC since 2017. 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 11 directors are up for election at the Annual Meeting, the 11 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 54, 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 45, 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 Harvard Business School. We believe Ms. Cisneros is qualified to serve on our Board, serve as Chairwoman 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 56, 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 50, 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 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 64, has served as a member of our Board since April 2021. Mr. Knapp currently serves 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 researchers and product engineering staff. He currently serves on the board of directors of the Center for Automotive Research. Mr. Knapp holds a B.E. in electrical engineering from Stony Brook University, a M.S. in electrical engineering from Polytechnic University (NYU) in New York, and a 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 30 years of experience in the development of the global wireless industry.
KEITH LARSON
KEITH LARSON Mr. Larson, age 67, 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 Northwest Pipe Company, a manufacturing company, and a Venture Partner of QBIT, an early-stage venture capital fund focused on emerging opportunities in Switzerland. 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.
HIROSHI MIKITANI
HIROSHI MIKITANI Mr. Mikitani, age 60, has served as a member of our Board since April 2021. Mr. Mikitani is the founder, Chairman and Chief Executive Officer of Rakuten Group, Inc. Founded in 1997 with the mission to contribute to society by creating value through innovation and entrepreneurship, Rakuten Group, Inc. is one of the world’s leading internet service companies. Mr. Mikitani also serves as Vice Chairman and co-Chief Executive Officer of Rakuten Medical, Inc., a global biotechnology company developing precision, cell-targeting investigational therapies on its Alluminox™ platform. Mr. Mikitani has previously served as a member of the Lyft, Inc. board of directors and currently serves on the boards of directors of a number of privately held companies. In 2011, he was appointed Chairman of the Tokyo Philharmonic Orchestra. He also serves as Representative Director of the Japan Association of New Economy (JANE). Mr. Mikitani holds a commerce degree from Hitotsubashi University and an M.B.A. from Harvard Business School. We believe Mr. Mikitani is qualified to serve on our Board based on his extensive operating and management experience with major technology and telecommunications companies.
RONALD RUBIN
RONALD RUBIN Mr. Rubin, age 59, 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 66, 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 Chegg, Inc. and of several private companies, as well as several not-for-profit organizations. 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 Chairman 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 58, 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 J.F. Kennedy School of Government at Harvard University. We believe Mr. Torres is qualified to serve on our Board, serve as the Chairman 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 61, 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. Mr. Alexander Coleman resigned from the Board on June 19, 2024, but was eligible to participate in the Director Compensation Program prior to his resignation. The material terms of the Director Compensation Program are summarized below. Cash Compensation
Director Compensation Program
| ● | Annual Retainer: $50,000 |
Director Compensation Program
| ● | Annual Committee Chair Retainer: |
Director Compensation Program
| ○ | Audit: $20,000 |
Director Compensation Program
| ○ | Compensation: $15,000 |
Director Compensation Program
| ○ | Nominating and Corporate Governance: $10,000 |
Director Compensation Program
| ○ | Network Planning and Spectrum: $20,000 |
Director Compensation Program
| ● | Annual Committee Member (Non-Chair Retainer): |
Director Compensation Program
| ○ | Audit: $10,000 |
Director Compensation Program
| ○ | Compensation: $7,500 |
Director Compensation Program
| ○ | Nominating and Corporate Governance: $5,000 |
Director Compensation Program
| ○ | 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 with a value of approximately $150,000, 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 AST SpaceMobile 2024 Incentive Award Plan (“2024 Plan”)). Our 2024 Annual Meeting of Stockholders was held on September 10, 2024. On that date, the 2024 annual grant of 5,744 RSUs, which had a grant date fair value of $150,000, was made to each eligible director. Refer to the directors’ compensation table below for further detail. Compensation under the Director Compensation Program is subject to the annual limits on non-employee director compensation set forth in the 2024 Plan.
Director Compensation for the Fiscal Year Ended December 31, 2024
Director Compensation for the Fiscal Year Ended December 31, 2024 The following table sets forth information for the fiscal year ended December 31, 2024 regarding the compensation awarded to, earned by or paid to our non-employee directors.
Director Compensation for the Fiscal Year Ended December 31, 2024
| Name(1)(2) | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) | | Adriana Cisneros | 21,523 | 150,000 | 171,523 | | Alexander Coleman(3) | 35,417 | - | 35,417 | | Luke Ibbetson | - | - | - | | Edward Knapp | - | - | - | | Hiroshi Mikitani | - | - | - | | Ronald Rubin | 60,000 | 150,000 | 210,000 | | Christopher Sambar(4) | - | - | - | | Richard Sarnoff | 60,000 | 150,000 | 210,000 | | Julio A. Torres | 82,500 | 150,000 | 232,500 | | Johan Wibergh(5) | 46,285 | 150,000 | 196,285 |
Director Compensation for the Fiscal Year Ended December 31, 2024
| (1) Mr. Avellan, Chairman of the Company’s Board and Chief Executive Officer, is not included in this table as he was an employee of the Company in 2024 and did not receive compensation for services as a director. All compensation paid to Mr. Avellan for his services provided to us in 2024 is reflected in the Summary Compensation Table below. Additionally, as designees of Vodafone, American Tower, Rakuten and AT&T, respectively, Messrs. Ibbetson, Knapp, Mikitani and Sambar did not receive compensation for services as directors. Finally, Mr. Johnson, Executive Vice President, Chief Financial Officer and Chief Legal Officer, joined the Company’s Board on January 30, 2025; accordingly, he is not included in this table and, as an employee of the Company, will not receive compensation for services as a director. |
Director Compensation for the Fiscal Year Ended December 31, 2024
| (2) On September 10, 2024, the listed non-employee independent directors were granted 5,744 RSUs. Amounts represent the aggregate grant date fair value of RSUs 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 Annual Report. |
Director Compensation for the Fiscal Year Ended December 31, 2024
| (3) Mr. Coleman resigned from the Board on June 19, 2024. |
Director Compensation for the Fiscal Year Ended December 31, 2024
| (4) Mr. Sambar resigned from the Board on January 29, 2025. |
Director Compensation for the Fiscal Year Ended December 31, 2024
| (5) Mr. Wibergh joined the Board on June 3, 2024. |
Director Compensation for the Fiscal Year Ended December 31, 2024
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, 2024:
Director Compensation for the Fiscal Year Ended December 31, 2024
| Name | RSUs (a) | Options (b) | | Adriana Cisneros | 5,744 | 725,074 | | Luke Ibbetson | - | - | | Edward Knapp | - | - | | Hiroshi Mikitani | - | - | | Ronald Rubin | 5,744 | - | | Richard Sarnoff | 5,744 | 348,035 | | Julio A. Torres | 5,744 | - | | Johan Wibergh | 5,744 | - |
Director Compensation for the Fiscal Year Ended December 31, 2024
(a) Represents unvested RSUs. (b) Represents exercisable options.
Compensation Philosophy
| ● | Compensation should be aligned with the long-term interests of our stockholders. |
Compensation Philosophy
| ● | 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. |
Role of Management
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
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 2024, representatives of Meridian provided the Compensation Committee with market data and counsel regarding executive officer compensation programs and practices, including specifically:
Role of Independent Compensation Consultant
| ● | comparison to executive compensation market data; |
Role of Independent Compensation Consultant
| ● | peer group identification and assessment in connection with the 2025 executive compensation program; |
Role of Independent Compensation Consultant
| ● | advice and market insight as to the form of and performance measures for annual and long-term incentives; and |
Role of Independent Compensation Consultant
| ● | marketplace compensation trends in the Company’s industry and generally. |
Role of Independent Compensation Consultant
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 2024.
Elements of Executive Compensation
| ● | 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. In 2024, our NEOs received the following cash bonus payments: |
Elements of Executive Compensation
| ○ | $125,000 one-time cash bonus to Mr. Johnson to defray costs associated with his relocation to Miami, Florida area. |
Elements of Executive Compensation
| ○ | $400,000 one-time cash bonus to Mr. Gupta in recognition of his efforts in the successful completion of certain Company milestone. |
Elements of Executive Compensation
| ● | Long-Term Equity Incentive Compensation. The goal of our long-term, equity-based incentive awards is to align the interests of the Company’s executives with the interests of stockholders. Because vesting is based on continued service, equity-based incentives also foster the retention of our executives during the award vesting period. In 2024, our NEOs received the following long-term equity incentive awards: |
Elements of Executive Compensation
| ○ | On March 15, 2024, an award of 175,000 (Mr. Wisniewski), 150,000 (Mr. Gupta) and 105,000 (Mr. Heller) time-based RSUs that vest over two years, with one half of the total number of shares vesting on May 8, 2024 and the remaining half on May 8, 2025 subject to continued service through applicable vesting dates. |
Elements of Executive Compensation
| ○ | On May 6, 2024, a new hire award of 300,000 time-based RSUs to Mr. Johnson that vest over four years, with one fourth of the total number of shares vesting on each anniversary of May 6, 2024 subject to continued service through applicable vesting dates. |
Elements of Executive Compensation
| ○ | On May 31, 2024, an award of 50,000 RSUs to Mr. Gupta that fully vested on the grant date. This award represents a modification to remove the performance conditions associated with the original PSU (defined below) granted on September 15, 2021. The modification was accounted for as issuance of a new award in accordance with FASB ASC 718. |
Elements of Executive Compensation
| ○ | On September 26, 2024, an award of 75,000 time-based RSUs to each of Messrs. Johnson, Wisniewski and Gupta, with one third of the total number of shares vesting on August 15, 2025 and an additional one third on each of August 15, 2026 and August 15, 2027 subject to continued service through applicable vesting dates. |
Elements of Executive Compensation
| ○ | On September 26, 2024, an award of 75,000 performance-based stock unit awards (“PSUs”) to each of Messrs. Johnson, Wisniewski and Gupta that will 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 individual (50% weight) and Company (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 Company performance goals established by the Compensation Committee are based on certain satellite production, liquidity and other operating metrics. With respect to the Company performance goals, achievement is either 0% or 100%. The individual performance goals established by the Compensation Committee are based on certain capital raising, satellite production and other operating metrics. With respect to the individual performance goals, achievement is from 0% to 150% only after the Company performance goals are met. Collectively, the Company and the individual performance goals can result in achievement of 0% to 125% of the target number of PSUs awarded. We do not include the specific performance goals because we believe this information is confidential information and its public disclosure could cause competitive harm to the Company. |
Summary Compensation Table
Summary Compensation Table The following table summarizes the compensation of our NEOs for the years ended December 31, 2024, 2023 and 2022.
Summary Compensation Table
| Name and Principal Position(1) | Year | Salary ($) | Bonus ($) | Stock Awards ($)(2) | All Other Compensation ($) | Total ($) | | Abel Avellan(3) | 2024 | - | - | - | - | - | | Chairman of the Board and Chief Executive Officer | 2023 | - | - | - | - | - | | | 2022 | - | - | - | - | - | | Andrew Johnson | 2024 | 163,826 | 125,000(4) | 2,531,250(5) | 184 | 2,820,260 | | Executive Vice President, Chief Financial Officer, and Chief Legal Officer | | | | | | | | Scott Wisniewski | 2024 | 250,000 | - | 2,336,750(5) | 120 | 2,586,870 | | President, Chief Strategy Officer | | | | | | | | Shanti Gupta | 2024 | 250,000 | 400,000(6) | 2,671,750(5) | 180 | 3,321,930 | | Executive Vice President, Chief Operating Officer | | | | | | | | Dr. Huiwen Yao | 2024 | 250,000 | - | - | 16,110(7) | 266,110 | | Executive Vice President, Chief Technology Officer | | | | | | | | Sean Wallace | 2024 | 135,417 | - | - | 93,166(8) | 228,583 | | Former Chief Financial Officer | 2023 | 250,000 | - | - | - | 250,000 | | | 2022 | 160,417 | - | 2,784,000 | 88,575 | 3,032,992 | | Brian Heller | 2024 | 84,280 | - | 329,700 | 21,070(9) | 435,050 | | Former General Counsel and Secretary | 2023 | 250,000 | - | - | - | 250,000 | | | 2022 | 250,000 | 150,000 | - | - | 400,000 |
Summary Compensation Table
| (1) This is the first year as an NEO of the Company for each of Messrs. Johnson, Wisniewski, Gupta, and Yao. Mr. Wallace retired from the Company in June 2024 and Mr. Heller left the employment of the Company in May 2024. |
Summary Compensation Table
| (2) 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. |
Summary Compensation Table
| (3) For 2022, 2023, and 2024, Mr. Avellan did not receive any base salary from the Company. |
Summary Compensation Table
| (4) Amount represents a one-time cash bonus to defray costs associated with Mr. Johnson’s relocation the Miami, Florida area. |
Summary Compensation Table
| (5) On September 26, 2024, each of Messrs. Johnson, Wisniewski, and Gupta received an award of 150,000 stock award units, 75,000 of which are RSUs subject to time-based vesting and 75,000 of which are PSUs subject to performance-based vesting. The PSUs vest upon satisfaction of specified Company (50% weight) and individual (50% weight) 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 75,000 PSUs have 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 $2,234,063 assuming maximum achievement of the performance conditions. |
Summary Compensation Table
| (6) Amount represents a one-time discretionary cash bonus to Mr. Gupta in recognition of his efforts in the successful completion of certain Company milestone. |
Summary Compensation Table
| (7) Amount primarily includes imputed fringe benefits to Dr. Yao. |
Summary Compensation Table
| (8) Amount includes cash separation payment of approximately $93,000 to Mr. Wallace in connection with his retirement from the Company in June 2024. |
Summary Compensation Table
| (9) Amount includes cash payment of approximately $21,000 to Mr. Heller in connection with his departure from the Company in May 2024. |
2024 Grants of Plan-Based Awards(1)
2024 Grants of Plan-Based Awards(1)
2024 Grants of Plan-Based Awards(1)
| | | Estimated Future Payouts under Equity Incentive Plan Awards | | | All other stock awards: Number of shares of stock or units (#) | Grant Date Fair Value of Stock Awards ($)(3) | | Name | Grant Date | Threshold (#) | Target (#) | Maximum (#) | | | | Abel Avellan | - | - | - | - | - | - | | Andrew Johnson | 5/6/2024 | - | - | - | 300,000(4) | 744,000 | | | 9/26/2024 | - | - | - | 75,000(5) | 1,787,250 | | | 9/26/2024(2) | 56,250 | 75,000 | 93,750 | - | - | | Scott Wisniewski | 3/15/2024 | - | - | - | 175,000(6) | 549,500 | | | 9/26/2024 | - | - | - | 75,000(5) | 1,787,250 | | | 9/26/2024(2) | 56,250 | 75,000 | 93,750 | - | - | | Shanti Gupta | 3/15/2024 | - | - | - | 150,000(6) | 471,000 | | | 5/31/2024 | - | - | - | 50,000(7) | 413,500 | | | 9/26/2024 | - | - | - | 75,000(5) | 1,787,250 | | | 9/26/2024(2) | 56,250 | 75,000 | 93,750 | - | - | | Dr. Huiwen Yao | - | - | - | - | - | - | | Sean Wallace | - | - | - | - | - | - | | Brian Heller | 3/15/2024 | - | - | - | 105,000(6) | 329,700 |
2024 Grants of Plan-Based Awards(1)
| (1) Awards granted prior to July 29, 2024 were granted under the 2020 Plan. Awards granted on or following July 29, 2024 were granted under the 2024 Plan. |
2024 Grants of Plan-Based Awards(1)
| (2) On September 26, 2024, each of Messrs. Johnson, Wisniewski, and Gupta received an award of 75,000 PSUs that vest upon satisfaction of specified Company (50% weight) and individual (50% weight) performance goals and subject to continued service with the Company. The 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 at 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 $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 $2,234,063. |
2024 Grants of Plan-Based Awards(1)
| (3) Amounts represent the aggregate grant date fair value computed in accordance with FASB ASC 718 for equity awards granted. We provide information regarding the assumptions used to calculate the value of equity awards in Note 11: Stock-Based Compensation to our Consolidated Financial Statements included in our Annual Report. |
2024 Grants of Plan-Based Awards(1)
| (4) The RSUs vest over four years, with 1/4 of the total number of shares subject to the RSUs vesting on each anniversary of May 6, 2024. |
2024 Grants of Plan-Based Awards(1)
| (5) The RSUs vest over three years, with 1/3 of the total number of shares subject to the RSUs vesting on August 15, 2025, an additional 1/3 on August 15, 2026, and an additional 1/3 on August 15, 2027. |
2024 Grants of Plan-Based Awards(1)
| (6) The RSUs vest over two years, with 1/2 of the total number of shares subject to the RSUs vesting on May 8, 2024 and an additional 1/2 vesting on May 8, 2025. In connection with Mr. Heller’s departure from the Company in May 2024, the entire 105,000 RSUs were forfeited. |
2024 Grants of Plan-Based Awards(1)
| (7) The RSUs fully vested on the grant date. This award represents a modification to remove the performance conditions associated with the original PSU granted on September 15, 2021. The modification was accounted for as issuance of a new award in accordance with FASB ASC 718. |
Outstanding Equity Awards at 2024 Fiscal Year-End
Outstanding Equity Awards at 2024 Fiscal Year-End The following table sets forth certain information regarding equity-based awards of the Company held by the NEOs as of December 31, 2024.
Outstanding Equity Awards at 2024 Fiscal Year-End
| | | Stock Awards | | | | Option Awards | | | | | | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | 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 ($) | Number of Securities of Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercisable Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | | Abel Avellan | - | - | - | - | - | - | - | - | - | - | | Andrew Johnson | 5/6/2024(1) | 300,000 | 6,330,000 | - | - | - | - | - | - | - | | | 9/26/2024(2) | 75,000 | 1,582,500 | - | - | - | - | - | - | - | | | 9/26/2024(3) | - | - | 56,250 | 1,186,875 | - | - | - | - | - | | Scott Wisniewski | 8/11/2021(4) | 58,750 | 1,239,625 | - | - | - | - | - | - | - | | | 8/11/2021(5) | 145,000 | 3,059,500 | - | - | - | - | - | - | - | | | 3/15/2024(6) | 87,500 | 1,846,250 | - | - | - | - | - | - | - | | | 9/26/2024(2) | 75,000 | 1,582,500 | - | - | - | - | - | - | - | | | 9/26/2024(3) | - | - | 56,250 | 1,186,875 | - | - | - | - | - | | Shanti Gupta | 9/15/2021(7) | 50,000 | 1,055,000 | - | - | - | - | - | - | - | | | 3/15/2024(8) | 75,000 | 1,582,500 | - | - | - | - | - | - | - | | | 9/26/2024(2) | 75,000 | 1,582,500 | - | - | - | - | - | - | - | | | 9/26/2024(3) | - | - | 56,250 | 1,186,875 | - | - | - | - | - | | Dr. Huiwen Yao | 4/17/2019(9) | - | - | - | - | 444,912 | - | - | $0.06 | 4/17/2029 | | | 5/20/2020(10) | - | - | - | - | 217,522 | - | - | $0.60 | 5/20/2030 | | | 5/20/2020(11) | - | - | - | - | - | 507,551 | - | $0.60 | 5/20/2030 |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (1) The award vests in four yearly installments beginning May 6, 2025, subject to continued service. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (2) The award vests in three yearly installments beginning August 15, 2025, subject to continued service. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (3) The PSUs and market value are calculated based on achieving threshold performance goals. The actual number of PSUs that may vest will be determined based on achievement of certain specified Company (50% weight) and individual (50% weight) performance goals and are subject to continued service with the Company. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (4) The award vests in four yearly installments beginning April 6, 2022, subject to continued service. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (5) The award vests in two installments, 1/2 upon achievement of certain performance-based milestones and 1/2 at one year anniversary of initial performance achievement date. The performance-based milestones were achieved on March 15, 2024 and September 26, 2024, respectively. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (6) The award vests in two yearly installments beginning May 8, 2024, subject to continued service. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (7) The award vests in four yearly installments beginning September 15, 2022, subject to continued service. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (8) The award vests in two yearly installments beginning May 8, 2024, subject to continued service. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (9) The award vested fully in November 2021. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (10) The award vested fully upon achievement of certain performance-based milestone in May 2023. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (11) The award vests upon achievement of certain performance-based milestones. |
2024 Options Exercises and Stock Vested Table
2024 Options Exercises and Stock Vested Table The following table provides information, on an aggregate basis, regarding (i) stock options exercised during 2024, 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 2024.
2024 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 | - | - | - | - | | Scott Wisniewski | 291,250 | 2,285,825 | - | - | | Shanti Gupta | 175,000 | 2,077,500 | - | - | | Dr. Huiwen Yao | - | - | 300,000 | 3,331,761 | | Sean Wallace | 230,890(2) | 1,188,629 | - | - | | Brian Heller | 123,750(2) | 390,625 | - | - |
2024 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. |
2024 Options Exercises and Stock Vested Table
| (2) In connection with Mr. Wallace’s retirement from the Company in June 2024, 55,890 shares of certain unvested portions of his outstanding time-based vesting RSUs were accelerated. In connection with Mr. Heller’s departure from the Company in May 2024, all of his unvested RSUs and PSUs were forfeited. |
Pension Benefits - 2024
Pension Benefits - 2024 We have no pension benefits for our executive officers.
Nonqualified Deferred Compensation - 2024
Nonqualified Deferred Compensation - 2024 We have no nonqualified defined contribution or other nonqualified compensation plans for our executive officers.
Potential Payments Upon Termination or Change of Control
Potential Payments Upon Termination or Change of Control A summary of the benefits available on December 31, 2024 in different scenarios under the terms of our NEO agreements and equity compensation plans are as follows: Abel Avellan Mr. Avellan will only receive previously accrued benefits (e.g., accepted salary) upon any termination. Scott Wisniewski In the event of a Qualifying Termination (as defined below), Mr. Wisniewski is entitled to a severance payment equal to 50% of his base salary, 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 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 75% of his base salary, 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 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., accepted salary) upon any termination. Sean Wallace On July 12, 2024, Mr. Wallace retired from his position as Chief Financial Officer of the Company. Upon Mr. Wallace’s retirement, Mr. Wallace received a payment of $93,750, payable in bi-monthly installments, acceleration of 55,890 shares of unvested time-based RSUs (with a total value of $577,344), and continuation of medical benefits through November 30, 2024 paid for by the Company. Brian Heller On May 1, 2024, Mr. Heller left the employment of the Company. Upon Mr. Heller’s departure from the Company, all of his unvested RSUs and PSUs were forfeited. Mr. Heller received a cash payment of approximately $21,000 in connection with his departure from the Company. Tabular Disclosure The following tables show estimated compensation payable to each NEO who was employed on December 31, 2024, upon applicable triggering events (assuming the event occurred on December 31, 2024). Actual amounts can only be determined upon the triggering event. Amounts in the tables assume an annual salary at the level in effect on December 31, 2024 and payout of PSUs at target. These tables do not account for any cutback that may result from the application of the NEO’s agreement terms. If payments and benefits to an NEO would constitute an “excess parachute payment” under Code Section 280G and subject the executive to golden parachute excise taxes under Code Section 4999, the NEO agreements typically utilize a “best net after-tax” payment approach which reduces the executive’s payments and benefits to an amount that results in the greatest after-tax benefit for the executive, taking into account any such excise tax and any applicable federal, state and local taxes. Except as set forth below, our named executive officers will only receive previously accrued benefits (e.g., accepted salary) upon any other termination or separation from employment.
Potential Payments Upon Termination or Change of Control
| Executive Benefits and Payments Upon Termination | Qualifying Termination ($) | | Abel Avellan | | | Cash Severance Payments | - | | Equity Awards | - | | Health Insurance Benefits | - | | Total | - | | Scott Wisniewski | | | Cash Severance Payments | 125,000 | | Equity Awards | 3,059,500 | | Health Insurance Benefits | 9,753 | | Total | 3,194,253 | | Andrew Johnson | | | Cash Severance Payments | 187,500 | | Equity Awards | 2,110,000 | | Health Insurance Benefits | - | | Total | 2,297,500 | | Shanti Gupta | | | Cash Severance Payments | 125,000 | | Equity Awards | - | | Health Insurance Benefits | - | | Total | 125,000 | | Huiwen Yao | | | Cash Severance Payments | - | | Equity Awards | - | | Health Insurance Benefits | - | | Total | - |
Potential Payments Upon Termination or Change of Control
For purposes of the table above, the following terms have the following general meanings for Messrs. Gupta, Johnson, and Wisniewski:
Potential Payments Upon Termination or Change of 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 after: • 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 of 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; • 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, other than with respect to Mr. Gupta, involving dishonesty or, solely with respect to Mr. Johnson, a crime related to NEO’s performance of duties; • NEO’s breach of material, contractual obligations to the Company; • 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; • Other than with respect to Mr. Gupta, a material breach of the NEO’s fiduciary duty to the Company; or • NEO’s commission of an act of material dishonesty which, solely with respect to Mr. Gupta, results in material reputational, economic or financial injury to the Company or its affiliates. |
Pay Versus Performance
Pay Versus Performance Set forth below is certain 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.
Pay Versus Performance
| 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 ($)(4) | Peer Group Total Shareholder Return ($)(5) | Net Income (Loss) ($000)(6) | Company Selected Measure(7) | | 2024 | - | - | $1,609,800 | $3,975,708 | $179 | $94 | $(300,083) | | | 2023 | - | - | $250,000 | $537,444 | $51 | $85 | $(86,897) | | | 2022 | - | - | $1,716,496 | $989,452 | $41 | $75 | $(31,640) | | | 2021 | $8,995 | $8,995 | $1,430,211 | $160,579 | $67 | $101 | $(30,553) | |
Pay Versus Performance
| (1) Abel Avellan served as the PEO for the entirety of 2024, 2023, 2022, and 2021. Our Non-PEO NEOs for the applicable years were as follows: ● 2024: Scott Wisniewski, Andrew Johnson, Shanti Gupta, 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
| (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. |
Pay Versus Performance
| (3) Amounts reported in these columns represent compensation actually paid; adjustments were made to the amounts reported in the SCT for the applicable year. |
Pay Versus Performance
| (4) Total Shareholder Return (“TSR”) is cumulative for the measurement periods beginning on April 7, 2021 (the closing date of our Business Combination as defined in our Annual Report) and ending on December 31 of each of 2024, 2023, 2022 and 2021, respectively, calculated in accordance with Item 201(e) of Regulation S-K. |
Pay Versus Performance
| (5) Peer Group reflects the Nasdaq Telecommunications Index, which is the same industry peer group used in the stock performance graph required by Item 201(e) of Regulation S-K and included in our Annual Report. |
Pay Versus Performance
| (6) The dollar amounts reported represent the amount of net income (loss) attributable to common stockholders reflected in our audited Consolidated Financial Statements included in our Annual Report. |
Pay Versus Performance
| (7) Consistent with SEC guidance, no Company Selected Measure is shown in the table above because AST SpaceMobile does not use any financial performance measure to link 2024 compensation of its PEO or non-PEO NEOs. |
Pay Versus Performance
A reconciliation of the adjustments for Mr. Avellan and for the average of the Non-PEO NEOs is set forth in the following table, which describes the adjustments, each of which is prescribed by the SEC rules, to calculate the CAP from SCT amounts. Equity values are calculated in accordance with FASB ASC 718.
Pay Versus Performance
| | 2024 PEO | 2024 Non-PEO NEOs | 2023 PEO | 2023 Non-PEO NEOs | 2022 PEO | 2022 Non-PEO NEOs | 2021 PEO | 2021 Non-PEO NEOs | | Summary Compensation Table Total (1) | - | $1,609,800 | - | $250,000 | - | $1,716,496 | $8,995 | $1,430,211 | | Minus Stock Award Value & Option Award Value Reported in SCT for the Covered Year | - | 1,311,575 | - | - | - | $1,392,000 | - | $1,025,000 | | 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 | - | 2,417,708 | - | - | - | 964,000 | - | 813,850 | | 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 | - | 783,060 | - | 243,513 | - | (239,850) | - | (735,900) | | Plus Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Covered Year | - | 131,250 | - | - | - | - | - | - | | 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 | - | 541,801 | - | 43,931 | - | (59,194) | - | (322,582) | | Minus Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Covered Year | - | (196,337) | - | - | - | - | - | - | | 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 | - | $3,975,708 | - | $537,444 | - | $989,452 | $8,995 | $160,579 |
Pay Versus Performance
| (1) Unvested equity values are computed in accordance with the methodology used for financial reporting purposes, and for unvested awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the year. |
Pay Versus Performance
The following provide graphic descriptions of the relationships between information presented in the pay versus performance table provided above. Relationship Between CAP and 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
| (1) Represents the amount of net loss attributable to common stockholders 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 of the annual total compensation of our employees and the annual total compensation of Mr. Avellan, CEO and Chairman of the Board. For 2024, 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 $120,486; and |
CEO PAY RATIO
| ● | the annual total compensation of the CEO for purposes of determining the CEO Pay Ratio was $0, as Mr. Avellan did not receive any compensation. |
CEO PAY RATIO
Based on this information, for 2024, the ratio of the annual total compensation of Mr. Avellan to the annual total compensation of our median employees was zero. 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, 2024, which is within the last three months of 2024, as the date upon which we would identify the “median employee.” We did not rely upon the 5% de minimis exemption for 2024 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, 2024. 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, and 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 2024 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K to determine the median employee’s annual total compensation.