DEF 14A of Virgin Galactic Holdings, Inc
Filed Apr 15, 2025 · FY20240001706946-25-000063
Table Of Contents
| 2 | Message from Our Chair | 58 | Pay Versus Performance | | 3 | Notice of Annual Meeting of Stockholders to be held on June 5, 2025 | 63 | Proposal No. 4: Approval of the Third Amended and Restated Virgin Galactic Holdings, Inc. 2019 Incentive Award Plan | | 5 | 2024 Highlights | 71 | Proposal No. 5: Approval of Virgin Galactic Holdings, Inc. 2025 Employee Stock Purchase Plan | | 9 | Voting Roadmap | 75 | Security Ownership of Certain Beneficial Owners and Management | | 11 | Proposal No. 1: Election of Directors | 76 | Equity Compensation Plan Information | | 11 | Information about Board Nominees | 79 | Certain Transactions with Related Persons | | 18 | Corporate Governance | 79 | Policies and Procedures for Related-Party Transactions | | 18 | Composition of the Board of Directors | 79 | Summary of Related-Person Transactions | | 20 | Board Structure | 83 | General Information about the Annual Meeting and Voting | | 24 | Board Oversight Responsibilities | 83 | Questions and Answers | | 25 | Other Governance Practices and Policies | 89 | Additional Information | | 26 | Director Compensation | 89 | Stockholder Proposals and Director Nominations | | 26 | Cash Compensation | 89 | Householding | | 27 | Equity Compensation | 90 | 2024 Annual Report | | 28 | Director Compensation Table for Fiscal Year 2024 | 91 | ANNEX A – Third Amended and Restated Virgin Galactic Holdings, Inc. 2019 Incentive Award Plan | | 29 | Proposal No. 2: Ratification of Appointment of Independent Registered Public Accounting Firm | 102 | ANNEX B – Virgin Galactic Holdings, Inc. 2025 Employee Stock Purchase Plan | | 29 | Appointment of Independent Registered Public Accounting Firm | | | | 29 | Change in Independent Registered Public Accounting Firm | Key Information | | | 30 | Audit, Audit-Related, Tax and All Other Fees | 5 | 2024 Performance Highlights | | 31 | Pre-Approval Policies and Practices | 6 | Commitment to Sustainability | | 32 | Audit Committee Report | 12 | Skills, Experience, Qualifications and Attributes of 2025 Director Nominees | | 33 | Executive Officers | 19 | Director Nomination Process | | 35 | Proposal No. 3: Approval, on an Advisory (Non-Binding) Basis, of the Compensation of Our Named Executive Officers | 20 | Director Independence | | 36 | Executive Compensation | 20 | Board Leadership Structure | | 36 | Compensation Discussion and Analysis | 24 | Board’s Role in Strategy and Risk Oversight | | 48 | Compensation Committee Report | 25 | Stockholder Engagement | | 49 | Executive Compensation Tables | 37 | Our Executive Compensation Program | | 57 | Compensation Risk Assessment | 38 | Key Elements and Objectives of Our Executive Compensation Program | | 57 | CEO Pay Ratio | 42 | Pay Mix |
Election of Directors
Election of Directors Our certificate of incorporation (as amended, the “Certificate of Incorporation”) provides that the number of directors shall be established from time to time by our Board of Directors. Our Board of Directors has fixed the number of directors at nine. Our Certificate of Incorporation provides that all our directors stand for reelection annually at the annual meeting of stockholders, provided that the term of each director will continue until the election and qualification of his or her successor and is subject to his or her earlier death, resignation or removal.
Information about Board Nominees
Information about Board Nominees The following pages contain certain biographical information as of the date of this Proxy Statement for each nominee for director, including all positions held, the principal occupation and business experience for the past 5 years and the names of other publicly held companies of which the nominee currently serves as a director or has served as a director during the past 5 years. We believe that all of our nominees demonstrate: personal and professional integrity; satisfactory levels of education and/or business experience; broad-based business acumen; an appropriate level of understanding of our business and industry and other industries relevant to our business; the ability and willingness to devote adequate time to the work of our Board of Directors and its committees; skills and personality that complement those of our other directors, which helps build a board that is effective, collegial and responsive to the needs of our Company; strategic thinking and a willingness to share ideas; a diversity of experiences, expertise and background; and the ability to represent the interests of all of our stockholders. The information presented below regarding each nominee also sets forth specific experience, qualifications, attributes and skills that led our Board of Directors to the conclusion that such individual should serve as a director in light of our business and structure.
Information about Board Nominees
| Board Nominees | | | | Raymond Mabus, Jr. | | | Michael Colglazier | | | Henio Arcangeli, Jr. | | | Luigi Brambilla | | | Tina Jonas | | | Craig Kreeger | | | Wanda Sigur | | | Diana Strandberg | | | W. Gilbert (Gil) West |
Information about Board Nominees
| 2025 Proxy Statement | 11 |
Information about Board Nominees
Skills, Experience, Qualifications and Attributes of 2025 Director Nominees
Information about Board Nominees
| INDEPENDENCE | GENDER | | 78% | 33% | | | |
Information about Board Nominees
| DIRECTOR AGE | DIRECTOR TENURE | | 62.4 years | 2.6 years | | Average age | Average tenure | | | |
Information about Board Nominees
| | | Raymond Mabus, Jr. | Michael Colglazier | Henio Arcangeli, Jr. | Luigi Brambilla | Tina Jonas | Craig Kreeger | Wanda Sigur | Diana Strandberg | W. Gilbert West | | | Operations Management | ● | ● | ● | | ● | ● | ● | ● | ● | | | Customer Experience/Marketing | | ● | ● | | ● | ● | ● | ● | ● | | | Aerospace | | ● | ● | | ● | ● | ● | | ● | | | Manufacturing/Engineering | | ● | ● | | ● | | ● | | ● | | | Safety/Risk Management | | ● | ● | | ● | ● | ● | | ● | | | Financial and Accounting | ● | ● | ● | ● | ● | ● | | ● | ● | | | Public Company Board/Executive | ● | ● | ● | ● | ● | ● | ● | ● | ● |
Information about Board Nominees
| 12 | Virgin Galactic Holdings, Inc. |
Information about Board Nominees
| | Mr. Mabus, 76, has served as Chair of the Company’s Board of Directors since November 2023 and has served on the Board of Directors since April 2023. In April 2023, Mr. Mabus was appointed as the Company’s lead independent director, and also began serving as interim Chair of the Board in June 2023. Mr. Mabus served as the 75th United States Secretary of the Navy from 2009 to 2017. Mr. Mabus was the United States Ambassador to the Kingdom of Saudi Arabia from 1994 to 1996, the 60th Governor of Mississippi from 1988 to 1992, and Auditor of the State of Mississippi from 1984 to 1988. Mr. Mabus is currently CEO of The Mabus Group, a consulting company which he founded in 2017, and Vice Chair of InStride, a public benefit company. Mr. Mabus has served on the board of Hilton Worldwide Holdings, Inc. since 2017. Mr. Mabus also serves on the boards of World Central Kitchen and the Environmental Defense Fund and other privately held companies. Mr. Mabus served as chairman of Kadem Sustainable Impact Corp. from 2017 to March 2023. Mr. Mabus served as a director of Dana Incorporated until April 2022. Mr. Mabus previously served as Chairman of Foamex International from 2003 to 2007 and as Chief Executive Officer from 2006 to 2007. Mr. Mabus holds a bachelor’s degree in English and Political Science from the University of Mississippi, Oxford, a master’s degree in Political Science from Johns Hopkins University, and a Juris Doctor degree from Harvard Law School. | | RAYMOND MABUS, JR. Age: 76 Director Since: April 2023 | | | | We believe Mr. Mabus is well qualified to serve on our Board of Directors because of his extensive international, public policy and government relations experience as well as his significant public company executive and board experience. |
Information about Board Nominees
| | Mr. Colglazier, 58, has served as the Company’s Chief Executive Officer and as a member of the Company’s Board of Directors since July 2020 and has served as the Company’s President since February 2021. At the Company, Mr. Colglazier has been leading a talented team dedicated to making spaceflight more accessible to people around the world. Under Mr. Colglazier’s leadership, the Company launched commercial operations in 2023 with record-setting back-to-back spaceflights, repeatedly delivering safe, reliable, and life-changing experiences. Before joining the Company, Mr. Colglazier most recently served as President and Managing Director, Disney Parks International from March 2018 until his departure in July 2020. Prior to this, from January 2013 until March 2018, Mr. Colglazier was President of The Disneyland Resort, where he led a workforce of nearly 30,000 employees and drove record business performance and growth. He is currently Chairman of the CEO Roundtable for the University of California, Irvine. He is also a past member of the Engineering Advisory Board of Rice University, and past commissioner and member of the executive committee of the California Travel and Tourism Commission. Mr. Colglazier has been nominated to stand for election to serve on the board of directors of Six Flags Entertainment Corporation at its upcoming 2025 annual meeting of stockholders. Mr. Colglazier holds a bachelor’s degree in Industrial Engineering from Stanford University and holds a Master of Business Administration from Harvard Business School. | | MICHAEL COLGLAZIER Age: 58 Director Since: July 2020 | | | | We believe Mr. Colglazier is well qualified to serve on our Board of Directors because of his extensive experience developing and growing consumer-oriented businesses strategically, commercially and operationally. |
Information about Board Nominees
| 2025 Proxy Statement | 13 |
Information about Board Nominees
| | Mr. Arcangeli, 62, has served on the Company’s Board of Directors since August 2023. He most recently served as Senior Vice President of the Automobile Division of American Honda Motor Co., Inc., where he oversaw the Honda and Acura brands within the Automobile Division, from 2017 to 2020. Prior to American Honda, from 2014 to 2016, Mr. Arcangeli was President of Yanmar North America, a global manufacturer of diversified industrial and consumer products. Prior to that, Mr. Arcangeli served as a senior executive with Yamaha Motor Corporation USA for eight years, including serving as President of the Motorsports Group Company. From 2002 to 2006, he was an executive at Pioneer Electronics (USA), including serving as President & Chief Operating Officer of the Strategic Business Services Group. Earlier, he held senior roles at Thermador Corporation, as well as General Electric Company. Mr. Arcangeli currently serves as an Advisor to Ouster, Inc., is a member of the Board of Trustees and past Chairman of Kettering University, is a member of the Board of Directors for the Long Beach Rescue Mission, and is Chairman of the Long Beach Rescue Mission Foundation. Mr. Arcangeli holds a bachelor’s degree in Mechanical Engineering from the General Motors Institute (now Kettering University), a master’s degree of Engineering (Mechanical) from Cornell University and a Master of Business Administration from Stanford Graduate School of Business. | | HENIO ARCANGELI, JR. Age: 62 Director Since: August 2023 | | | | We believe Mr. Arcangeli is well qualified to serve on our Board of Directors because of his extensive manufacturing experience as well as his deep experience with consumer products. |
Information about Board Nominees
| | Mr. Brambilla, 41, has served on the Company’s Board of Directors since November 2023. Mr. Brambilla joined Virgin Management Limited/USA (a subsidiary of Virgin Group Limited (“Virgin Group”)) in 2013 and has most recently served as the Managing Director, Investments and Capital Markets since September 2023, where he has led a number of M&A and capital markets transactions across Virgin Group’s aviation, holidays, cruises, loyalty, wellness and entertainment sectors. He also serves as a member of the Investment Committee of the Investment Office of the Branson Family. Prior to his current role at the Virgin Group, Mr. Brambilla held a number of roles of increasing responsibility, most recently as the Managing Director, Investments from March 2018 to September 2023. He is a member of the Board of Directors of Virgin Atlantic Limited and Virgin Voyages and is a Board Observer for Virgin Red. Prior to joining the Virgin Group, Mr. Brambilla worked at Clayton Dubilier & Rice, a private equity firm, from 2010 to 2013. Prior to that, Mr. Brambilla worked at Citigroup in the Investment Banking division from 2006 to 2010. He holds a bachelor’s degree in International Economics and a master’s degree in International Management from Bocconi University in Milan, Italy. | | LUIGI BRAMBILLA Age: 41 Director Since: November 2023 | | | | We believe Mr. Brambilla is well qualified to serve on our Board of Directors because of his extensive investment and capital markets expertise. |
Information about Board Nominees
| 14 | Virgin Galactic Holdings, Inc. |
Information about Board Nominees
| | Ms. Jonas, 65, has served on the Company’s Board of Directors since June 2021. Ms. Jonas is an independent consultant providing strategic consulting for the defense, aviation and healthcare sectors since 2015. From 2012 to 2014, Ms. Jonas served in several executive roles within United Health Group before becoming President, UnitedHealthcare, Military and Veterans. From 2010 to 2012, Ms. Jonas served as Executive Vice President, Operations of PASSUR Aerospace, a business intelligence and aviation firm. From 2008 to 2010, Ms. Jonas served as Director, Operations, Sikorsky Aircraft. From 2004 to 2008, Ms. Jonas served as the Undersecretary of Defense and Chief Financial Officer for the Department of Defense. From 2002 to 2004, Ms. Jonas served as the Assistant Director and Chief Financial Officer for the Federal Bureau of Investigation. From 2001 to 2002, Ms. Jonas served as Deputy Undersecretary for Financial Management for the Department of Defense. Ms. Jonas has served on the board of directors and the Audit and Finance Committee and certain other board committees of Centrus Energy Corp. since 2020. Ms. Jonas has served on the board of directors of Leidos Holdings, Inc. since September 2024. She also serves on the board of directors of other privately held companies and non-profits. Ms. Jonas holds a bachelor’s degree in Political Science from Arizona State University and a master’s degree in Liberal Studies from Georgetown University. | | TINA JONAS Age: 65 Director Since: June 2021 | | | | Ms. Jonas is well qualified to serve on our Board of Directors because of her extensive financial and operational experience and her experience in the aviation industry. |
Information about Board Nominees
| | Mr. Kreeger, 65, has served on the Company’s Board of Directors since October 2019. Mr. Kreeger retired from his role as Chief Executive Officer and Director of Virgin Atlantic after leading the company from February 2013 through December 2018. During his tenure at Virgin Atlantic, Mr. Kreeger was responsible for all airline operations and led the company to rebuild its balance sheet, launch its successful joint venture with Delta Airlines and develop a long-term strategy for expanding the joint venture to include Air France and KLM Royal Dutch Airlines. Prior to his tenure at Virgin Atlantic, Mr. Kreeger spent 28 years at American Airlines, where he held a variety of commercial, operational, financial and strategic roles. Mr. Kreeger spent his last 6 years at American Airlines as part of its leadership team overseeing its International Division and its Customer Service. Mr. Kreeger served as a board member of Virgin Atlantic from February 2013 to December 2018 and has served on the board of Mass Luminosity since 2019. Mr. Kreeger holds a bachelor’s degree in Economics from the University of California at San Diego and a Master of Business Administration from the University of California at Los Angeles. | | CRAIG KREEGER Age: 65 Director Since: October 2019 | | | | We believe Mr. Kreeger is well qualified to serve on our Board of Directors because of his extensive operational, financial and managerial experience and his deep industry knowledge. |
Information about Board Nominees
| 2025 Proxy Statement | 15 |
Information about Board Nominees
| | Ms. Sigur, 66, has served on the Company’s Board of Directors since December 2021. Ms. Sigur is an independent aerospace consultant for emerging space exploration and traditional aerospace industry companies, providing design, analysis, prototype build, test solutions and design partners and, since 2018, has provided these services through Lambent Engineering LLC, where Ms. Sigur is President and Founder. From 1979 to 2017, Ms. Sigur held various senior level positions at Lockheed Martin Space Systems, most recently from 2014 to 2017, as Vice President and General Manager of Civil Space, where she had executive responsibility for national space programs relating to human spaceflight and space science missions, including planetary, solar, astrophysical, and Earth remote sensing for civil government agencies. Ms. Sigur has served as a director of Charles Stark Draper Laboratory, Inc. since March 2021. Ms. Sigur is a member of the National Academy of Engineering (NAE), the International Academy of Astronautics (IAA) and The Academy of Medicine, Engineering and Science of Texas (TAMEST). She is a member of the National Academies of Sciences, Engineering, and Medicine’s Aeronautics and Space Evaluation Board (ASEB). Ms. Sigur holds a bachelor’s degree in Materials Science and Engineering from Rice University and a Master of Business Administration from Tulane University. | | WANDA SIGUR Age: 66 Director Since: December 2021 | | | | We believe Ms. Sigur is well qualified to serve on our Board of Directors because of her extensive operational experience as well as her deep experience in the aerospace industry. |
Information about Board Nominees
| | Ms. Strandberg, 65, has served on the Company’s Board of Directors since April 2023. Ms. Strandberg retired at year-end 2022 from Dodge & Cox, a privately owned investment manager serving individuals and institutions globally, where she held several positions since joining in 1988, including most recently serving as Senior Vice President & Director, International Equity and as an Executive Board Member, both from 2011 to 2022. Previously, Ms. Strandberg was an Equity Research Analyst at First Boston Corporation. Ms. Strandberg serves on the Advisory Board of the Smithsonian Institution, on the boards of UC Berkeley Endowment Management Company and Liberset, an investment fund in private companies, and on the National Board of Summer Search, a youth mentoring organization. Ms. Strandberg holds a bachelor’s degree in Economics from the University of California, Berkeley, and a Master of Business Administration degree from Harvard Business School. She holds a distinction as a Chartered Financial Analyst. | | DIANA STRANDBERG Age: 65 Director Since: April 2023 | | | | We believe Ms. Strandberg is well qualified to serve on our Board of Directors because of her extensive financial and capital markets experience. |
Information about Board Nominees
| 16 | Virgin Galactic Holdings, Inc. |
Information about Board Nominees
| | Mr. West, 64, has served on the Company’s Board of Directors since February 2021. Since April 2024, Mr. West has served as the Chief Executive Officer and as a board member of Hertz Global Holdings, Inc. Mr. West served as Chief Operating Officer of Cruise LLC, GM’s majority-owned autonomous vehicle subsidiary, from January 2021 to December 2023. From 2008 to 2020, Mr. West served in various leadership positions at Delta Air Lines, most recently as its Senior Executive Vice President and Chief Operating Officer, overseeing Delta’s worldwide operations, including 366 airports in 66 countries, 1,300 aircrafts, 200 million customers per year, more than 70,000 employees and an annual budget of $16 billion. Prior to joining Delta, Mr. West served as President and Chief Executive Officer of Laidlaw Transit Services, a provider of transportation services, from 2006 to 2007. Mr. West previously served on the board of directors of Forward Air Corporation from October 2018 to May 2021 and from February 2024 to June 2024. Mr. West also served as a board member of Genesis Park Acquisition Corp. until September 2021. Mr. West has also been a member of the Brevard College Board of Trustees in North Carolina since October 2017 and previously served on the Board of Directors for the American Cancer Society and a member of its Executive Leadership Council. Mr. West holds a bachelor’ degree in Mechanical Engineering from North Carolina State University and a Master of Business Administration from National University. | | W. GILBERT (GIL) WEST Age: 64 Director Since: February 2021 | | | | We believe Mr. West is well qualified to serve on our Board of Directors because of his extensive professional experience in the transportation industry and serving in senior executive roles of large public companies overseeing its extensive operations. |
Information about Board Nominees
| Board Recommendation | | The Board of Directors unanimously recommends you vote “FOR” the election of each of the director nominees named above. |
Information about Board Nominees
| 2025 Proxy Statement | 17 |
Information about Board Nominees
Our Board of Directors has adopted Corporate Governance Guidelines. A copy of these Corporate Governance Guidelines can be found in the “Governance — Governance Documents” section of the “Investors” page on our website located at www.virgingalactic.com, or by writing to our Corporate Secretary at our offices at 1700 Flight Way, Tustin, California 92782. Please note that the information contained on our website is not incorporated by reference in, or considered part of, this Proxy Statement. Among the topics addressed in our Corporate Governance Guidelines are:
Information about Board Nominees
| •Director independence and qualifications •Executive sessions of independent directors •Board leadership structure •Selection of new directors •Director orientation and continuing education •Limits on board service | •Change of principal occupation •Term limits •Director responsibilities •Director compensation •Stock ownership •Board access to senior management •Board access to independent advisors | •Board self-evaluations •Board meetings •Meeting attendance by directors and non-directors •Meeting materials •Board committees, responsibilities and independence •Succession planning |
Director Compensation Table for Fiscal Year 2024
Director Compensation Table for Fiscal Year 2024 The following table contains information concerning the compensation of our eligible non-employee directors in fiscal year 2024.
Director Compensation Table for Fiscal Year 2024
| Name | Fees Earned in Cash ($)(1) | Stock Award ($)(2) | All Other Compensation ($) | Total ($) | | Raymond Mabus, Jr. | 186,056 | 156,111 | — | 342,167 | | Henio Arcangeli, Jr. | 142,500 | 125,000 | — | 267,500 | | Luigi Brambilla(3) | 125,000 | — | — | 125,000 | | Tina Jonas | 157,500 | 125,000 | — | 282,500 | | Craig Kreeger | 147,500 | 125,000 | — | 272,500 | | Wanda Sigur | 140,000 | 125,000 | — | 265,000 | | Diana Strandberg | 150,000 | 125,000 | — | 275,000 | | W. Gilbert West | 147,500 | 125,000 | — | 272,500 |
Director Compensation Table for Fiscal Year 2024
(1)In connection with his appointment to Chairperson of the Board in November 2023, Mr. Mabus received additional cash retainer fees equal to a pro-rated amount ($1,056) of the additional annual retainer of the Chairperson of the Board ($60,000) for November-December 2023. (2)Amounts reflect the full grant-date fair value of RSU awards granted during 2024 computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the non-employee director. We provide information regarding the assumptions used to calculate the value of all stock awards made to our directors in Note 9 in our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. The table below shows the aggregate numbers of RSU awards which were outstanding and unvested as of December 31, 2024. In connection with his appointment to Chairperson of the Board in November 2023, Mr. Mabus received in April 2024 an additional equity award covering the incremental value between the Chairperson equity award ($145,000) and the regular Director equity award ($125,000), but pro-rated to reflect his partial period served as Chairperson (i.e., for November 2023 through June 2024, rather than June 2023 through June 2024). The value of the pro-rated award equaled $11,111. (3)In 2024, Mr. Brambilla was eligible to receive only annual cash retainer fees consistent with the annual cash retainer fees provided to eligible directors under the Director Compensation Program, which were paid directly to the Virgin Group, as further described in “Certain Transactions with Related Persons.”
Director Compensation Table for Fiscal Year 2024
| Name | Restricted Stock Units Outstanding as of December 31, 2024(1) | | Raymond Mabus, Jr. | 10,507 | | Henio Arcangeli, Jr. | 9,275 | | Tina Jonas | 7,337 | | Craig Kreeger | 7,337 | | Wanda Sigur | 7,337 | | Diana Strandberg | 8,761 | | W. Gilbert West | 7,337 |
Director Compensation Table for Fiscal Year 2024
(1)On June 14, 2024, we effected a 1-for-20 reverse stock split (the “Reverse Stock Split”). All shares of our common stock, equity awards, per-share data and related information included in this Proxy Statement have been adjusted to reflect the Reverse Stock Split.
Director Compensation Table for Fiscal Year 2024
| 28 | Virgin Galactic Holdings, Inc. |
Our Executive Compensation Program
Our Executive Compensation Program We are a capital-intensive limited-revenue company that is pioneering human space travel. We have developed a business operating model that will allow the Company to reach economies of scale (in terms of annualized revenues, efficient operating costs, growth in adjusted EBITDA and margins) and create significant stockholder value. Motivating and retaining an exceptional leadership team is an instrumental factor in Virgin Galactic’s long-term success, especially since our business is dynamic and our stock price is volatile. As the Compensation Committee adheres to clear guiding principles and sound compensation policies and practices, the compensation paid to our NEOs in 2024 reflects and rewards their contributions for achieving the Company’s financial, operational and strategic objectives that support a safe entry of Delta Class spaceships to commercial service by 2026. This strongly aligns their compensation to potential future value creation. Additionally, the vast majority of our NEOs’ compensation is at-risk and delivered through short-term and long-term incentive awards with specific measurable performance objectives. The largest portion of each NEO’s compensation package is historically tied to equity. As a result, as of December 31, 2024, the realizable values of our named executive officers’ outstanding long-term incentive awards are less than 20% of the awards' grant date fair value, which closely aligns to the results experienced by the Company’s stockholders. As further explained in the “Components of the NEOs 2024 Target Total Direct Compensation” section, our most recently completed performance period illustrates our commitment to pay for performance. Our incentive plan metrics focus on promoting pay for performance and driving value, and ultimately are intended to drive stockholder returns.
Key Elements and Objectives of Our Executive Compensation Program
| | Base Salary | Annual Incentive Program | Long-Term Incentive Program | | Description | •Cash compensation to reflect individual’s skills, experience, and overall responsibilities of the NEO’s position | •Earned based on the achievement of safety, Delta program, financial goals, as well as individual contributions | •Time-vested RSUs •Long-term incentive performance awards earned based on the achievement of key strategic and operational milestones to support a safe entry of the Delta spaceships into commercial service by 2026 and Free Cash Flow goals | | Key Objectives | •Attracts and retains talent by providing a stable and reliable source of income •Provides base salaries consistent with each NEO’s responsibilities and are market competitive so that they are not motivated to take excessive risks | •Rewards the achievement of corporate objectives and overall NEO contributions | •Incentivizes our executives to create long-term stockholder value and achieve key milestones, while balancing the focus on sustained stock price appreciation •Promotes retention and executive stock ownership |
Executive Compensation Policies and Practices
| What We Do: | What We Do Not Do: | | ✓Pay for performance; pay is not guaranteed ✓Annual review of incentive programs, including type of performance metrics and performance/payout curves ✓Annual say-on-pay vote ✓Robust clawback policy beyond SEC requirements ✓Capped payout on incentive awards ✓Stock ownership guidelines for executives and Board members ✓Minimum 1-year vesting period for all equity-based awards ✓Limited perquisites ✓Engagement with stockholders ✓Independent compensation consultants | ✕No single-trigger change-in-control severance arrangements ✕Do not provide guaranteed salary increases ✕Do not provide significant or excessive perquisites ✕No “liberal” share recycling ✕No stock option repricings without stockholder approval ✕Do not maintain defined benefit pension or supplemental executive retirement plans ✕No hedging of Virgin Galactic securities by our executive officers and Board members ✕No pledging of Virgin Galactic securities by our executive officers and Board members |
Compensation Committee Priorities When Setting Executive Compensation
Compensation Committee Priorities When Setting Executive Compensation The Compensation Committee considers pay for performance, alignment with stockholder interests, long-term value creation and several other factors in determining the compensation of our NEOs. The Compensation Committee does not have a predefined framework for prioritizing or weighing these factors, and the emphasis placed on specific factors may vary among our NEOs. Ultimately, it is the Compensation Committee’s judgment about these factors that forms the basis for determining our NEOs’ compensation program. In the first quarter of each year, the Compensation Committee sets our NEOs’ salaries, annual incentive performance goals and payout targets, and long-term incentive awards, as well as any corresponding long-term incentive performance goals for the fiscal year. The Compensation Committee also considers both Company and individual performance for the previous year, when approving goals and compensation adjustments for the year ahead. In determining 2024 NEO compensation opportunities, the Compensation Committee considered the following factors, among others: •Business performance, including operational management such as project milestones, process improvements and expense management; •Labor market conditions, competitive compensation for comparable positions and threats to our business due to retention-related risks; •Feedback from our Chief Executive Officer regarding the performance of our business and his compensation recommendations for the NEOs (excluding himself); •Each NEO’s individual performance and contributions to financial and strategic objectives, including expertise, skills, tenure in position and potential to assume increased responsibilities; •Leadership actions that support our ethical standards, compliance culture and ESG initiatives; •Total realizable pay, the value of NEOs' equity holdings and retention risk; and •Guidance from our independent compensation consultant on pay decisions.
Role of Peer Group
Role of Peer Group The Compensation Committee reviews and approves the composition of a compensation peer group each year to serve as a market reference for compensation levels, incentive design and other executive compensation-related items, and help inform the Committee in its decision-making process. Our primary competitor in establishing a suborbital commercial human spaceflight market is Blue Origin, a privately-funded company that has developed a vertically launched, suborbital capsule and there are no direct public company peers of reasonable size available for benchmarking purposes. In addition, we are aware of several large, well-funded, public and private entities actively engaged in developing competitive products within the aerospace industry, including SpaceX and Boeing. Virgin Galactic cannot use Blue Origin or SpaceX as compensation benchmarking peers because they are private, and Boeing is significantly larger and not appropriate for inclusion in our peer group. Given the need to understand comparable pay practices for a highly-skilled executive team, the Compensation Committee worked with Meridian Compensation Partners, LLC ("Meridian") in the first quarter of 2024 to identify peer companies to use in understanding market practices. The peer companies were identified based on similar industries and characteristics that help capture the scope and complexity of Virgin Galactic, and include companies operating in similar or comparable industries and representing characteristics of Virgin Galactic, such as high growth and entrepreneurial companies, business-to-consumer ("B2C") focus, recent IPO/SPAC merger, and West Coast headquarters. In January 2024, the Compensation Committee (based on recommendations from Meridian) made changes to the peer group and removed acquired, bankrupt, or less relevant companies from a size or business fit; and included select luxury focused B2C companies more representative of Virgin Galactic. The Compensation Committee removed AeroJet Rocketdyne Holdings, Inc., Hyliion Holdings, Lordstown Motors Corp., Maxar Technologies Inc., Velodyne Lidar, Inc., and Wynn Resorts, Limited; and added Archer Aviation Inc., Lucid Group, Inc., Sonos, Inc., and Wheels Up Experience Inc. The peer group used to understand competitive executive compensation levels for 2024 consisted of the following 15 companies:
Role of Peer Group
| 2024 EXECUTIVE COMPENSATION PEER GROUP | | | | •Archer Aviation Inc. •Curtiss-Wright Corporation •Fisker Inc. •Joby Aviation, Inc. •Kratos Defense & Security Solutions, Inc. | •Lucid Group, Inc. •Lyft, Inc. •Mercury Systems, Inc. •Moog Inc. •Nikola Corporation | •Peloton Interactive, Inc. •Sonos, Inc. •Sunrun Inc. •Vail Resorts, Inc. •Wheels Up Experience Inc. |
Role of Peer Group
Radford survey data for companies in the technology and aerospace-related industries with revenues less than $5B was also used to understand competitive executive compensation levels and practices. In the fourth quarter of 2024, the Compensation Committee worked with Meridian to review the peer group and ended up removing Fisker Inc. and replacing the company with Blade Air Mobility, Inc. All other peers remained and will be used to understand 2025 competitive executive compensation levels. The Compensation Committee considers market competitive practices, along with the other factors described under the section "Compensation Committee Priorities When Setting Executive Compensation," when determining the salaries, bonus targets and long-term incentive awards for our CEO and other executive officers.
Role of the Compensation Consultant
Role of the Compensation Consultant The Compensation Committee has the authority to engage an independent compensation consultant, in addition to assistance needed from external legal, finance and other special advisors. At the beginning of 2024, the Compensation Committee engaged Meridian, an independent executive compensation consulting firm, to advise on all executive compensation matters under their oversight. Pursuant to the engagement, Meridian: •Provided information, insights and advice regarding compensation philosophy, objectives and strategy; •Recommended peer group selection criteria and identified and recommended potential peer companies; •Provided analyses of competitive compensation practices for executive officers and non-employee directors; •Provided analyses of potential risks arising from executive and non-executive compensation programs; •Reviewed and commented on recommendations regarding executive officer compensation amounts; •Advised the Compensation Committee on specific issues as they arose; and •Kept the Compensation Committee informed of executive compensation trends and regulatory and governance considerations related to executive compensation. In the fourth quarter of 2024, our Compensation Committee transitioned from Meridian and engaged Pay Governance LLC (“Pay Governance”) to serve as the Committee’s independent compensation consultant. Prior to the Compensation Committee engaging Pay Governance to assist the Compensation Committee, Pay Governance provided advice to the management team on executive compensation matters.
Role of the Compensation Consultant
| 40 | Virgin Galactic Holdings, Inc. |
Role of the Compensation Consultant
Our Compensation Committee has assessed the independence of both Meridian and Pay Governance, taking into account, among other matters, the enhanced independence standards and factors set forth in Exchange Act Rule 10C-1 and the applicable listing standards of the NYSE, and concluded that there are no conflicts of interest regarding the work that Meridian and Pay Governance performs for our Compensation Committee.
Listening to Our Stockholders
Listening to Our Stockholders Over the past several years, senior members of our management team and/or a director from our Compensation Committee have participated in stockholder engagement discussions in an effort to better understand their perspective on our executive compensation program. In 2024, 80% of votes cast were in favor of our fiscal year 2024 say-on-pay proposal. Following our 2024 annual meeting of stockholders, our management team proactively contacted the top 25 institutional stockholders, or 80% of our institutional ownership, to engage in stockholder dialogue to discuss: (1) our business, including company operational strategy and performance and (2) review and gather feedback on our executive compensation program. Given the high concentration of individual retail stockholders within our stockholder base, this institutional outreach represented approximately 35% of our total shares outstanding. We held constructive conversations with the institutional stockholders that accepted our invitation to engage. Below is a summary of the feedback we heard from the stockholders we engaged with: •Appreciated the ongoing stockholder engagement. •Acknowledgement of increasing the CEO's weighting of performance based long-term incentive awards to 50%. •Preference for granting all other NEOs long-term incentive awards with a 50% weighting on performance-based awards. We also contacted the proxy advisory firms and met with representatives from one of the proxy advisory firms to better understand their voting guidelines and perspectives about our executive compensation program. The Compensation Committee and management are continuously reviewing our executive compensation program to promote our pay-for-performance philosophy, long-term value creation and alignment with the interests of our stockholders. In order to continue to understand investors’ perspectives on our executive compensation program, our management team intends to continue its efforts on stockholder engagement throughout 2025.
Annual Incentive Program
Annual Incentive Program Each of our NEOs participated in our 2024 Executive Annual Incentive Program (the “Program”), which is focused on rewarding our NEOs for annual operating performance that meets or exceeds pre-established goals. For fiscal 2024, the Compensation Committee determined that annual cash compensation under the Program would be based on the achievement of pre-established performance goals within three separate categories, including: safety culture, financial, and Delta pre-established program goals. Individual contributions were also assessed in how our NEOs delivered on our strategic plan to become a scaled, commercial operation and environmentally sustainable company. Each NEO's bonus target is determined by the Compensation Committee based on practices of our peer companies and other considerations such as individual contributions, performance, internal equity, and other factors as outlined in the “Executive Compensation Decision-Making Process” section. Each NEO's target bonus remained unchanged from 2023.
Annual Incentive Program
| 2024 PROGRAM |
Annual Incentive Program
The 2024 target bonus opportunities for the NEOs are as follows:
Annual Incentive Program
| Named Executive Officer | 2024 Target Bonus as a % of Base Salary | | Michael Colglazier | 125% | | Doug Ahrens | 100% | | Aparna Chitale | 80% | | Sarah Kim | 80% | | Alistair Burns | 50% |
Annual Incentive Program
The 2024 pre-established performance goals were reviewed and approved by the Compensation Committee at the beginning of the performance year. Each company performance category includes various quantitative and qualitative objectives and at year end a balanced scorecard approach is used to determine the final company performance category. In February 2025, the Compensation Committee assessed the Company’s 2024 achievement of the corporate performance objectives and the Program payouts recommended by the Chief Executive Officer (other than his own bonus payout). Based on the achievement of defined performance goals, the overall company performance was determined to be 102.5% of target. The following table summarizes each component of the corporate performance categories, the performance goal weightings, threshold, target and maximum goal for the financial category, and our achievement of the performance metrics in 2024. See footnotes for additional disclosure on the results of the performance category outcomes.
Annual Incentive Program
| 2025 Proxy Statement | 43 |
Annual Incentive Program
| Performance Category | Weight | Threshold | Target | Maximum | Payout as % of Weighted Target | | Safety Culture(1) Fly safe every time, embed safety and quality into the Delta program, workplace safety goals that include Total Recordable Incident reporting compared to industry standards and company-wide safety initiatives | 20% | | | | 20% | | Financial Manage overall expenditures in line with Board approved annual budget of $594M to support flight schedule and long-term growth | 40% | | | | 40% | | Delta Program Achieve key Delta programmatic milestones to support a safe entry of the Delta spaceships into commercial service by 2026 | 40% | | | | 42.5% | | Total | 100% | 25% Payout | 100% Payout | 200% Payout | 102.5% |
Annual Incentive Program
(1)Safety Culture results: Achieved Total Recordable Incident Rate (TRIR) above target (10% better than industry standard); achieved target performance on embedding safety and quality into our Delta fleet design and operations; and achieved target performance on employee survey results related to safety. Each NEO’s target bonus percentage was multiplied by the overall company performance payout percentage, 102.5%, and then further modified based on an individual modifier of +/- 30% for the CEO and +/- 20% for the other NEOs. The individual contributions used by the Compensation Committee to determine the final 2024 bonus payouts for Messrs. Colglazier and Ahrens and Mses. Chitale and Kim are summarized below. Mr. Burns resigned from the Company in November 2024, and therefore was not eligible to receive a 2024 bonus. Summary of the NEOs' Individual Contributions Mr. Colglazier. Under Mr. Colglazier's leadership, the Company wrapped up the R&D/prototype phase in June 2024 with Unity’s final commercial spaceflight – Galactic 07 — demonstrating highly profitable price points combined with high repeat customer sign ups; completed the design phase of Delta Class spaceships; opened a new manufacturing facility to support the build and final assembly efforts; developed a comprehensive business model to guide the long-term financial strategy; supported public communications; and launched a partnership study with Ente Nazionale per l'Aviazione Civile, the civil aviation authority of Italy, to assess a second spaceport location in Southern Italy. Mr. Ahrens. Under Mr. Ahrens' leadership, the Company maintained excellent strength in the Company’s balance sheet through cost-efficiency efforts, program spending oversight and an effective capital market strategy; successfully executed the Reverse Stock Split requiring shareholder approval; and delivered the Arizona Spaceship Factory on schedule and on budget. Ms. Chitale. Under Ms. Chitale's leadership, the Company implemented talent and recruiting strategies to successfully ramp up operations in the Arizona Spaceship Factory, led workforce planning to support the Delta program evolution from design to commercial operations; implemented leadership development and talent planning programs to support the long-term talent needs of the Company; and implemented strategic and operational security programs in support of commercial service and opening of the Arizona Spaceship Factory. Ms. Kim. Under Ms. Kim's leadership, the Company successfully resolved various litigation matters for the Company; reduced legal expenditures through the use of in-house legal talent and effective advisory support while improving service and streamlining contract management; successfully executed the Reverse Stock Split requiring shareholder approval; and launched a company-wide patent program. Based on the Company’s achievement of the goals under the Company performance components of the Program, the NEOs’ applicable target bonus opportunity was multiplied by 102.5%. The Program also provided for an individual performance modifier based on the Compensation Committee’s assessment of each NEO’s individual performance in 2024. The table below provides information about the NEOs’ bonus opportunity, company performance payout, individual performance modifier and actual 2024 bonus payout.
Annual Incentive Program
| 44 | Virgin Galactic Holdings, Inc. |
Annual Incentive Program
| Named Executive Officer | 2024 Target Bonus | Company Performance | Company Performance Bonus Payout | Individual Performance Modifier | Actual 2024 Bonus Payout(1) | | Michael Colglazier | $1,250,000 | 102.5% | $1,281,250 | 130.0% | $1,665,625 | | Doug Ahrens | $621,000 | 102.5% | $636,525 | 120.0% | $763,830 | | Aparna Chitale | $376,000 | 102.5% | $385,400 | 120.0% | $462,480 | | Sarah Kim | $330,400 | 102.5% | $338,660 | 120.0% | $406,392 |
Annual Incentive Program
(1)The participating NEOs’ 2024 annual cash bonuses set forth in this column are included in the “Non-Equity Incentive Plan Compensation” column in the “Summary Compensation Table” below. Mr. Burns was not employed as of December 31, 2024 and did not receive a 2024 bonus payout.
Long-Term Incentive Program
Long-Term Incentive Program We maintain the Second A&R Plan, under which we may grant cash and equity incentive awards to directors, employees and consultants of our Company and our affiliates, to enable us to attract and retain services, skills and experience of these individuals, which we believe are essential to our long-term success. In order to promote pay for performance, retention, and alignment between the interests of our named executive officers and those of our stockholders, in March 2024 we granted time-based RSUs and long-term incentive performance ("LTIP") cash awards to our NEOs, representing a significant portion of our NEOs’ compensation. The mix of RSUs and LTIP was 50% and 50%, respectively for Mr. Colglazier, and 75% and 25%, respectively for Mr. Ahrens, Mses. Chitale and Kim. Mr. Burns received 100% RSUs. We use these vehicles to incentivize our executives to create long-term stockholder value and focus on stock price appreciation, align our executive’s strategic objectives with those of our stockholders’ interests over the long-term, and promote retention: •RSUs. We use RSUs as part of the annual equity awards for our NEOs in order to support alignment with stockholders and employment retention objectives. In 2024, the Compensation Committee approved, solely with respect to the 2024 RSU awards, a two-year vesting schedule, with 50% vesting on the first anniversary of the grant date, and 50% on the second anniversary. For 2025, the Compensation Committee approved a three-year vesting schedule, with one-third vesting on the first, second and third anniversary of the grant date in order to better align with market practice. For 2025, the weighting of the NEOs’ RSUs as part of their total long-term incentive ("LTI") award opportunity was reduced from 75% to 50%, and the weighting of performance-based awards increased from 25% to 50%, in order to align with the LTI mix of our CEO and in response to feedback received through stockholder outreach. •LTIP. Given our ongoing commitment to strong performance, good corporate governance principles, and direct performance orientation in our compensation program, we introduced the LTIP awards into the program beginning in 2021. We implemented the LTIP awards promptly after becoming a public company to demonstrate our commitment with promoting a pay-for-performance philosophy and respond to stockholder feedback. In 2024, the LTIP generally made up 50% of the LTI award for Mr. Colglazier, and 25% of the LTI awards granted to our other NEOs, other than Mr. Burns who received 100% RSUs. The LTIP payout for the 2024 award is determined based on performance against critical Delta program milestones and Free Cash Flow goals. Given our nascent industry and need to focus on strategic and operational milestones to support a safe entry of the Delta spaceships into commercial service, the 2024 LTIP had a one-year performance period ending December 31, 2024, plus a one-year additional service vesting period. Based on the management’s team strong performance, the Compensation Committee approved a payout of 105.5% of target for the NEOs, which will be paid no later than March 15, 2026, subject to their continued employment through December 31, 2025.
Long-Term Incentive Program
| Performance Category | Weight | Threshold | Target | Maximum | Payout as % of Weighted Target | | Delta Milestones Achieve Delta program milestones related to preparing for commercial readiness by 2026, as well as support a safe entry of the Delta spaceships | 50% | | | | 50% | | Free Cash Flow Manage free cash flow budget to support programmatic Delta milestones in 2024 | 50% | | | | 55.5% | | Total | 100% | 50% Payout | 100% Payout | 200% Payout | 105.5% |
Long-Term Incentive Program
The following table sets forth the dollar-denominated values of the RSUs and LTIP granted to our named executive officers in 2024. The number of RSUs subject to each award is determined by dividing the dollar-denominated value by our average closing price over the 20-day period prior to and including the grant date. As such, the dollar-denominated values of these awards are not equal to the accounting grant-date fair value of the awards, which we are required to disclose in the “Summary Compensation Table” later in this
Long-Term Incentive Program
| 2025 Proxy Statement | 45 |
Long-Term Incentive Program
Proxy Statement. The 2024 RSUs will be settled in cash based on the share price on the payment date, and the 2024 LTIP is a cash performance award given the constraints of our share reserve.
Long-Term Incentive Program
| Named Executive Officer | 2024 RSUs | 2024 LTIP | Total 2024 LTI Value | | Michael Colglazier | $3,000,000 | $3,000,000 | $6,000,000 | | Doug Ahrens | $2,475,000 | $825,000 | $3,300,000 | | Aparna Chitale | $937,500 | $312,500 | $1,250,000 | | Sarah Kim | $825,000 | $275,000 | $1,100,000 | | Alistair Burns(1) | $400,400 | $— | $400,400 |
Long-Term Incentive Program
(1)Mr. Burns' 2024 RSU awards were forfeited in connection with his resignation in November 2024. •Mr. Burns' Retention RSU Award. In addition, in August 2024, we granted to Mr. Burns a one-time retention award covering 20,000 RSUs. The award was scheduled to vest in full on the second anniversary of the grant date. Mr. Burns forfeited this award in connection with his resignation in November 2024. On June 14, 2024, we effected the Reverse Stock Split. All shares of our common stock, equity awards, per-share data and related information included in this Proxy Statement have been adjusted to reflect the Reverse Stock Split.
Outstanding LTI Awards
Outstanding LTI Awards In 2022 and 2023, we granted performance stock units ("PSUs") to the NEOs which are earned upon achieving various stock price hurdles over a three-year performance period. The 2022 PSU performance period ended March 16, 2025 for other NEOs and March 17, 2025 for the CEO, respectively, and none of the stock price hurdles were attained, resulting in zero payout. The threshold hurdle was a 5% stock price compounded annual growth rate, which we did not achieve. Additionally, to further align the CEO's interests to our stockholders' interests, in 2022 we granted him performance stock options (“PSOs”) with various stock price hurdles to be achieved over a four-year performance period. As of December 31, 2024, none of the 2022 PSO and 2023 PSU stock price hurdles has been achieved, and therefore are tracking at zero payout, which reinforces our pay-for-performance philosophy. Employee Benefits and Perquisites Health/Welfare Plans. In 2024, the NEOs had the opportunity to participate in the same health and welfare plans and retirement plan as provided by the Company to other executive officers. Retirement Plans. In 2024, the NEOs participated in our 401(k) retirement savings plan (the “401(k) Plan”). The Internal Revenue Code of 1986, as amended (the “Code”), allows eligible employees to defer a portion of their compensation, within prescribed limits through contributions to the 401(k) Plan. In 2024, contributions made by participants in the 401(k) Plan were matched up to a specified percentage of the employee contributions on behalf of the NEOs. These matching contributions are fully vested after one year of employment with the Company. Perquisites. We offer financial and tax planning for our NEOs to address the complex tax and financial situations that may exist. It is paid by the Company, treated as imputed income to the executive, and is not grossed-up for tax purposes. Severance and Change in Control-Based Compensation We have entered into employment agreements with each of our named executive officers that provides for severance upon a termination of employment without cause or for good reason. We believe that job security and terminations of employment, both within and outside of the change of control context, are causes of significant concern and uncertainty for our executive officers and that providing protections to our executive officers in these contexts is therefore appropriate in order to alleviate these concerns and allow the executives to remain focused on their duties and responsibilities to the Company in all situations. These are described and quantified below under “Potential Payments Upon Termination or Change in Control.” Executive Compensation Governance Components
Clawback Policy
| Events that Trigger Action | Covered Compensation | | Misconduct resulting in a material accounting restatement. | Excess amount of incentive award paid within three years before restatement date. | | Intentional misconduct resulting in the miscalculation and/or misrepresentation of the achievement of non-financial performance objectives. | Excess amount of incentive award paid within three years before achievement of performance objectives is re-determined. | | Material misconduct which results or could result in reputational harm or financial loss to the Company. | Awards paid within three years before or after the misconduct event. |
Tax and Accounting Considerations
Tax and Accounting Considerations As a general matter, our Board of Directors and the Compensation Committee review and consider the various tax and accounting implications of compensation programs we utilize. Code Section 409A Section 409A of the Code, or “Section 409A,” requires that “nonqualified deferred compensation” be deferred and paid under plans or arrangements that satisfy the requirements of the statute with respect to the timing of deferral elections, timing of payments and certain other matters. Failure to satisfy these requirements can expose employees and other service providers to accelerated income tax liabilities, penalty taxes and interest on their vested compensation under such plans. Accordingly, as a general matter, it is our intention to design and administer our compensation and benefits plans and arrangements for all of our employees and other service providers, including our named executive officers, so that they are either exempt from, or satisfy the requirements of, Section 409A. Code Section 280G Section 280G of the Code, or “Section 280G,” disallows a tax deduction with respect to excess parachute payments to certain executives of companies which undergo a change of control. In addition, Section 4999 of the Code imposes a 20% excise tax on the individual with respect to the excess parachute payment. Parachute payments are compensation linked to or triggered by a change of control and may include, but are not limited to, bonus payments, severance payments, certain fringe benefits, and payments and
Tax and Accounting Considerations
acceleration of vesting from long-term incentive plans, including stock options, restricted stock and other equity-based compensation. Excess parachute payments are parachute payments that exceed a threshold determined under Section 280G based on the executive’s prior compensation. In approving the compensation arrangements for our named executive officers, our Board of Directors or Compensation Committee considers all elements of the cost to the Company of providing such compensation, including the potential impact of Section 280G. However, our Board of Directors or Compensation Committee may, in its judgment, authorize compensation arrangements that could give rise to loss of deductibility under Section 280G and the imposition of excise taxes under Section 4999 when it believes that such arrangements are appropriate to attract and retain executive talent. Accounting for Stock-Based Compensation We follow the Financial Accounting Standards Board’s Accounting Standards Codification Topic 718, or “ASC Topic 718,” for our stock-based compensation awards. ASC Topic 718 requires companies to calculate the grant date fair value of their stock-based awards using a variety of assumptions. ASC Topic 718 also requires companies to recognize the compensation cost of their stock-based awards in their income statements over the period that an employee is required to render service in exchange for the award. Grants of stock options, RSUs and PSUs under our Second A&R Plan are accounted for under ASC Topic 718. Our Board of Directors or Compensation Committee will regularly consider the accounting implications of significant compensation decisions, especially in connection with decisions that relate to our equity incentive award plan and programs. As accounting standards change, we may revise certain programs to appropriately align accounting expenses of our equity awards with our overall executive compensation philosophy and objectives.
Executive Compensation Tables
| Name and Principal Positions | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Michael Colglazier Chief Executive Officer and President | 2024 | 1,000,000 | — | 2,931,004 | — | 1,665,625 | 42,077 | 5,638,706 | | | 2023 | 1,000,000 | — | 5,243,644 | — | 1,457,500 | 32,872 | 7,734,016 | | | 2022 | 1,000,000 | — | 6,818,252 | 2,000,000 | 925,000 | 38,616 | 10,781,868 | | Doug Ahrens Chief Financial Officer and Treasurer | 2024 | 615,346 | — | 2,418,080 | — | 763,830 | 40,090 | 3,837,346 | | | 2023 | 585,461 | — | 3,176,442 | — | 670,000 | 40,254 | 4,472,157 | | | 2022 | 540,346 | — | 3,435,354 | 1,000,000 | 450,000 | 56,235 | 5,481,935 | | Aparna Chitale Chief People Officer and Executive Vice President, Customer Operations | 2024 | 464,615 | — | 915,926 | — | 462,480 | 21,446 | 1,864,467 | | | 2023 | 436,538 | — | 1,210,081 | — | 440,000 | 20,498 | 2,107,117 | | | 2022 | 400,000 | — | 1,145,128 | — | 285,000 | 21,056 | 1,851,184 | | Sarah Kim Executive Vice President, Chief Legal Officer and Corporate Secretary | 2024 | 409,500 | — | 806,004 | — | 406,392 | 21,347 | 1,643,243 | | | 2023 | 400,000 | — | — | — | 339,200 | 20,430 | 759,630 | | | 2022 | 23,077 | 150,000 | 1,305,308 | — | — | 1,385 | 1,479,770 | | Alistair Burns Former Senior Vice President, Chief Information Officer | 2024 | 339,404 | — | 519,570 | — | — | 21,519 | 880,493 | | | 2023 | 360,231 | — | 329,539 | — | 212,212 | 20,944 | 922,926 | | | 2022 | 343,269 | — | 337,617 | — | 146,335 | 18,617 | 845,838 |
CEO Pay Ratio
CEO Pay Ratio We are providing the following information regarding the relationship of the annual total compensation of our median compensated employee to the annual total compensation of Michael Colglazier, our Chief Executive Officer. We consider the pay ratio specified below to be a reasonable estimate, calculated in a manner that is consistent with the requirements of Item 402(u) of Regulation S-K. For 2024, our last completed fiscal year: •the annual total compensation of the employee who represents our median compensated employee (other than our Chief Executive Officer) was $169,027; and •the annual total compensation of our Chief Executive Officer, as reported in the Summary Compensation Table included above, was $5,638,706. Based on this information, for 2024, our Chief Executive Officer’s ratio of annual total compensation to the median of the annual total compensation of all of our employees (other than the Chief Executive Officer) was 33 to 1. We determined that, as of December 31, 2024, our employee population excluding our Chief Executive Officer consisted of 743 full-time employees. To identify the median employee from our employee population, we reviewed the annual total compensation of each of our employees in the same manner as calculated for the annual total compensation of our Chief Executive Officer. With respect to the annual total compensation of the median employee, we identified and calculated the elements of such employee’s compensation for 2024 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $169,027. With respect to the annual total compensation of our Chief Executive Officer, we used the amount reported in the “Total” column of our 2024 Summary Compensation Table included in this Proxy Statement.
CEO Pay Ratio
| 2025 Proxy Statement | 57 |
CEO Pay Ratio
The following provides information about the relationship between executive compensation actually paid and certain financial performance measures of the Company, as determined in accordance with SEC rules. The following tables set forth information regarding compensation for our principal executive officers (“PEOs”) and average compensation related to our Non-PEO NEOs versus our Company performance for 2024, 2023, 2022, 2021 and 2020.
CEO Pay Ratio
| | Summary Compensation Table Total for Current PEO(1)(2) | Summary Compensation Table Total for Former PEO(1)(2) | Compensation Actually Paid to Current PEO(3) | Compensation Actually Paid to Former PEO(3) | Average Summary Compensation Table Total for Non-PEO NEOs(4) | Average Compensation Actually Paid to Non-PEO NEOs(5) | Value of Initial Fixed $100 Investment Based On: | | Net Income(8) | Year End Stock Price(9) | | Fiscal Year | | | | | | | Total Stockholder Return(6) | Peer Group Total Stockholder Return(7) | | | | 2024 | $5,638,706 | – | $(124,153) | – | $2,056,387 | $375,879 | $3 | $46 | $(346,740) | $5.88 | | 2023 | $7,734,016 | – | $3,865,105 | – | $2,065,458 | $1,212,883 | $21 | $45 | $(502,337) | $49.00 | | 2022 | $10,781,868 | – | $(1,438,803) | – | $3,047,989 | $535,128 | $30 | $45 | $(500,152) | $69.60 | | 2021 | $7,405,794 | – | $461,818 | – | $2,839,648 | $(1,535,598) | $116 | $120 | $(352,899) | $267.60 | | 2020 | $22,055,600 | $14,679,129 | $21,187,059 | $20,884,791 | $6,925,868 | $7,172,507 | $205 | $195 | $(644,887) | $474.60 |
CEO Pay Ratio
(1)For 2020, Michael Colglazier (Current PEO) and George Whitesides (Former PEO) each served as principal executive officer (“PEO”) for a portion of the year, Mr. Whitesides from January 1, 2020 to July 19, 2020, and Mr. Colglazier from July 20, 2020 to December 31, 2020. For 2021 and after, Michael Colglazier served as the sole PEO of the Company. (2)The dollar amounts reported in this column are the amounts of total compensation reported for the Company’s PEOs for each corresponding year in the “Total” column of the Summary Compensation Table for the applicable fiscal year. (3)The dollar amounts reported in this column represent the amount of “compensation actually paid” to the Company’s PEO for the applicable fiscal year, as computed in accordance with Item 402(v) of Regulation S-K. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the applicable PEO’s total compensation reported in the Summary Compensation Table for the applicable fiscal year to determine the compensation actually paid:
CEO Pay Ratio
| Year | Name of PEO | Reported Summary Compensation Table Total for PEO | [Less] Reported Value of Equity Awards(a) | [Plus] Equity Award Adjustments(b) | [Equals] Compensation Actually Paid to PEO(c) | | 2024 | Michael Colglazier | $5,638,706 | $2,931,004 | $(2,831,855) | $(124,153) |
CEO Pay Ratio
(a)The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for 2024. (b)The amounts deducted or added in calculating the equity award adjustments are set forth in the tables below. The fair values of unvested and outstanding equity awards to our NEOs were remeasured as of the end of each fiscal year, and as of each vesting date, during the 2020, 2021, 2022, 2023 and 2024 fiscal years. Fair values as of each measurement date were determined using valuation assumptions and methodologies (including volatility, dividend yield, and risk-free interest rates) that are generally consistent with those used to estimate fair value at grant in accordance with ASC Topic 718. For stock options, the grant-date fair values were estimated using Black-Scholes. For market-based restricted stock units, fair values were estimated using a Monte Carlo simulation model, using assumptions that are consistent with those used at grant. For other performance-based awards, the fair values reflect the probable outcome of the performance vesting conditions as of each measurement date. (c)No other adjustments were required to be made in calculating compensation actually paid.
CEO Pay Ratio
| Year | Name of PEO | [Plus] Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | [Plus] Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | [Plus] Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year that Vested During Fiscal Year | [Plus] Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years for Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | [Less] Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years that Failed to Meet Applicable Vesting Conditions During Fiscal Year | Total Equity Award Adjustments | | 2024 | Michael Colglazier | $506,891 | $(2,463,195) | $0 | $(875,551) | $0 | $(2,831,855) |
CEO Pay Ratio
| 58 | Virgin Galactic Holdings, Inc. |
CEO Pay Ratio
(4)The dollar amounts reported in this column represent the average of the amounts reported for our NEOs (excluding persons serving as PEOs) (collectively, the “Non-PEO NEOs”) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the non-PEO NEOs (included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2023 and 2024, Doug Ahrens, Aparna Chitale, Sarah Kim, and Alistair Burns; (ii) for 2022, Doug Ahrens, Aparna Chitale, Sarah Kim, Alistair Burns, Swami Iyer, and Michael Moses; (iii) for 2021, Doug Ahrens, Michelle Kley, Michael Moses, Swami Iyer, and Jonathan Campagna; and (iv) for 2020, Jonathan Campagna, Michael Moses, Michelle Kley, and Enrico Palermo. (5)The dollar amounts reported in this column represent the average “compensation actually paid” to the non-PEO NEOs for the applicable fiscal year, as computed in accordance with Item 402(v) of Regulation S-K. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the average total compensation for the non-PEO NEOs reported in the Summary Compensation Table for the applicable fiscal year, as follows:
CEO Pay Ratio
| Year | Average Reported Summary Compensation Table Total for Non-PEO NEOs | [Less] Reported Value of Equity Awards(a) | [Plus] Equity Award Adjustments(b) | [Equals] Average Compensation Actually Paid to Non-PEO NEOs | | 2024 | $2,056,387 | $1,164,895 | $(515,613) | $375,879 |
CEO Pay Ratio
(a)The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year. (b)The amounts deducted or added in calculating the total average equity award adjustments are as follows:
CEO Pay Ratio
| Year | [Plus] Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | [Plus] Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | [Plus] Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year that Vested During Fiscal Year | [Plus] Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years for Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | [Less] Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years that Failed to Meet Applicable Vesting Conditions During Fiscal Year | Total Equity Award Adjustments | | 2024 | $178,995 | $(477,952) | $0 | $(177,909) | $(38,747) | $(515,613) |
CEO Pay Ratio
(6)Represents cumulative Total Stockholder Return (“TSR”) of our common stock for the periods presented. (7)Represents weighted peer group cumulative TSR of the compensation peer group for the applicable year, as further described in this footnote (the “Compensation Peer Group,” weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. Our Compensation Peer Group for 2024 was comprised of the following companies:
CEO Pay Ratio
| •Archer Aviation Inc. •Curtiss-Wright Corporation •Fisker Inc. •Joby Aviation, Inc. •Kratos Defense & Security Solutions, Inc. | •Lucid Group, Inc. •Lyft, Inc. •Mercury Systems, Inc. •Moog Inc. •Nikola Corporation | •Peloton Interactive, Inc. •Sonos, Inc. •Sunrun Inc. •Vail Resorts, Inc. •Wheels Up Experience Inc. |
CEO Pay Ratio
Our Compensation Peer Group for 2023 was comprised of the following companies:
CEO Pay Ratio
| •Aerojet Rocketdyne Holdings, Inc. •Curtiss-Wright Corporation •Fisker Inc. •Hyliion Holdings •Joby Aviation, Inc. •Kratos Defense & Security Solutions, Inc. | •Lordstown Motors Corp. •Lyft, Inc. •Maxar Technologies Inc. •Mercury Systems, Inc. •Moog Inc. •Nikola Corporation | •Peloton Interactive, Inc. •Sunrun Inc. •Vail Resorts, Inc. •Velodyne Lidar, Inc. •Wynn Resorts, Limited |
CEO Pay Ratio
Our Compensation Peer Group for 2022 and 2021 was comprised of the following companies:
CEO Pay Ratio
| •Aerojet Rocketdyne Holdings, Inc. •Brunswick Corporation •Curtiss-Wright Corporation •DraftKings Inc. •Fisker Inc. •Hyliion Holdings | •Kratos Defense & Security Solutions, Inc. •Lordstown Motors Corp. •Lyft, Inc. •Maxar Technologies Inc. •Mercury Systems, Inc. •Moog Inc. | •Nikola Corporation •Peloton Interactive, Inc. •Sunrun Inc. •Vail Resorts, Inc. •Velodyne Lidar, Inc. •Wynn Resorts, Limited |
CEO Pay Ratio
| 2025 Proxy Statement | 59 |
CEO Pay Ratio
Our Compensation Peer Group for 2020 was comprised of the following companies:
CEO Pay Ratio
| •Aerojet Rocketdyne Holdings, Inc. •AeroVironment, Inc. •Appfolio, Inc. •Axon Enterprise, Inc. •Cloudera, Inc. •Cognex Corporation •Coherent, Inc. | •Cubic Corporation •Emergent Biosolutions, Inc. •FireEye, Inc. •FLIR Systems, Inc. •HEICO Corporation •II-VI Incorporated •Kratos Defense & Security Solutions, Inc. | •Mercury Systems, Inc. •National Instruments Corp. •Proofpoint, Inc. •PROS Holdings, Inc. •PTC Therapeutics, Inc. •Rogers Corporation |
CEO Pay Ratio
(8)The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year (in thousands). (9)The PSUs granted to our NEOs in 2023 are eligible to vest based on the achievement of stock price goals measured based on the average of our stock price over a 20-trading-day trailing average during a three-year performance period. As such, Year-End Stock Price is the most important financial performance measure used by the Company to link compensation actually paid to our NEOs for the fiscal years ended December 31, 2024 to our performance. The Year-End Stock Prices for 2020-2023 have been adjusted to reflect the Reverse Stock Split.
Description of Relationship Between NEO Compensation Actually Paid and TSR Performance
Description of Relationship Between NEO Compensation Actually Paid and TSR Performance The Pay versus Performance Table demonstrates the link between Compensation Actually Paid (“CAP”) and Company performance. As demonstrated by the following graph, the CAP to our PEOs and the average amount of CAP to our other NEOs as a group during the periods presented were aligned with our cumulative TSR over the period presented. CAP generally decreases when our TSR decreases. TSR amounts reported in the graph assume an initial fixed investment of $100, and that all dividends, if any, were reinvested.
Description of Relationship Between NEO Compensation Actually Paid and TSR Performance
| COMPENSATION ACTUALLY PAID VERSUS TSR |
Description of Relationship Between NEO Compensation Actually Paid and TSR Performance
| 60 | Virgin Galactic Holdings, Inc. |
Description of Relationship Between NEO Compensation Actually Paid and Net Income
Description of Relationship Between NEO Compensation Actually Paid and Net Income The graph below shows the relationship between the CAP to our PEOs and the average amount of CAP to our other NEOs as a group during the periods presented with the Company’s net income over the periods presented. As a limited-revenue company, our net income is negative for the periods presented.
Description of Relationship Between NEO Compensation Actually Paid and Net Income
| COMPENSATION ACTUALLY PAID VERSUS NET INCOME (IN $MILLIONS) |
Description of Relationship Between NEO Compensation Actually Paid and Net Income
| 2025 Proxy Statement | 61 |
Description of Compensation Actually Paid and Year-End Stock Price
Description of Compensation Actually Paid and Year-End Stock Price Year-end stock price is the company-selected measure because stock price (hurdles) is the metric currently used in our PSU program. The graph below shows the relationship between CAP paid to our PEOs and the average amount of CAP to our other NEOs as a group during the periods presented with our year-end stock price in each of the periods presented (adjusted to reflect the Reverse Stock Split). CAP is aligned with our year-end stock price over the periods presented. CAP generally decreases when our stock price decreases.
Description of Compensation Actually Paid and Year-End Stock Price
| COMPENSATION ACTUALLY PAID VERSUS YEAR END STOCK PRICE |