DEF 14A of Virgin Galactic Holdings, Inc
Filed Apr 21, 2026 · FY20250001706946-26-000046
Table Of Contents
| 2 | Message from Our Chair | 56 | Pay Versus Performance | | 3 | Notice of Annual Meeting of Stockholders to be held on June 11, 2026 | 61 | Proposal No. 4: Approval of the Fourth Amended and Restated Virgin Galactic Holdings, Inc. 2019 Incentive Award Plan | | 5 | 2025 Highlights | 69 | Proposal No. 5: Advisory (Non-Binding) Vote to Approve the Frequency of Future Advisory Votes on the Compensation of our Named Executive Officers ("Say-on-Frequency Vote") | | 9 | Voting Roadmap | 70 | Security Ownership of Certain Beneficial Owners and Management | | 11 | Proposal No. 1: Election of Directors | 71 | Equity Compensation Plan Information | | 11 | Information about Board Nominees | 74 | Certain Transactions with Related Persons | | 18 | Corporate Governance | 74 | Policies and Procedures for Related-Party Transactions | | 18 | Composition of the Board of Directors | 74 | Summary of Related-Person Transactions | | 20 | Board Structure | 78 | General Information about the Annual Meeting and Voting | | 24 | Board Oversight Responsibilities | 78 | Questions and Answers | | 25 | Other Governance Practices and Policies | 84 | Additional Information | | 26 | Director Compensation | 84 | Stockholder Proposals and Director Nominations | | 26 | Cash Compensation | 84 | Householding | | 27 | Equity Compensation | 85 | 2025 Annual Report | | 28 | Director Compensation Table for Fiscal Year 2025 | 86 | ANNEX A – Fourth Amended and Restated Virgin Galactic Holdings, Inc. 2019 Incentive Award Plan | | 29 | Proposal No. 2: Ratification of Appointment of Independent Registered Public Accounting Firm | | | | 29 | Appointment of Independent Registered Public Accounting Firm | Key Information | | | 29 | Audit, Audit-Related, Tax and All Other Fees | 5 | 2025 Performance Highlights | | 30 | Pre-Approval Policies and Practices | 6 | Commitment to Sustainability | | 31 | Audit Committee Report | 12 | Skills, Experience, Qualifications and Attributes of 2026 Director Nominees | | 32 | Executive Officers | 19 | Director Nomination Process | | 34 | Proposal No. 3: Approval, on an Advisory (Non-Binding) Basis, of the Compensation of Our Named Executive Officers | 20 | Director Independence | | 35 | Executive Compensation | 20 | Board Leadership Structure | | 35 | Compensation Discussion and Analysis | 24 | Board’s Role in Strategy and Risk Oversight | | 46 | Compensation Committee Report | 25 | Stockholder Engagement | | 47 | Executive Compensation Tables | 36 | Our Executive Compensation Program | | 55 | Compensation Risk Assessment | 37 | Key Elements and Objectives of Our Executive Compensation Program | | 55 | CEO Pay Ratio | 40 | 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. Luigi Brambilla has informed the Board that he will not be standing for re-election to the Board. Pursuant to its rights under the Stockholders’ Agreement, as further described and defined in “Certain Transactions with Related Persons — Stockholders’ Agreement,” Virgin Investments Limited (“VIL”) has designated Allison Belzberg to be nominated for election to the Board.
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 variety 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. | | | Allison Belzberg | | | Tina Jonas | | | Craig Kreeger | | | Wanda Sigur | | | Diana Strandberg | | | W. Gilbert (Gil) West |
Information about Board Nominees
| 2026 Proxy Statement | 11 |
Information about Board Nominees
Skills, Experience, Qualifications and Attributes of 2026 Director Nominees
Information about Board Nominees
| INDEPENDENCE | DIRECTOR AGE | DIRECTOR TENURE | | 78% | 62.8 years | 3.6 years | | | Average age | Average tenure | | | | |
Information about Board Nominees
| | | Raymond Mabus, Jr. | Michael Colglazier | Henio Arcangeli, Jr. | Allison Belzberg | 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, 77, 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 from Harvard Law School. | | RAYMOND MABUS, JR. Age: 77 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, 59, 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. Mr. Colglazier has served on the board of directors of Six Flags Entertainment Corporation since June 2025. 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 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: 59 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
| 2026 Proxy Statement | 13 |
Information about Board Nominees
| | Mr. Arcangeli, 63, 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, and is an Advisory Council Member to the Cornell University Sibley School of Mechanical and Aerospace Engineering. Mr. Arcangeli holds a Bachelor of Science in Mechanical Engineering from the General Motors Institute (now Kettering University), a Master of Engineering (Mechanical) from Cornell University and a Master of Business Administration from Stanford Graduate School of Business. | | HENIO ARCANGELI, JR. Age: 63 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
| | Ms. Belzberg, 36, has served in roles of increasing responsibility at Virgin Management USA, Inc., a subsidiary of Virgin Group Holdings Limited ("Virgin Group"), since 2014, and most recently has served as the Director, Investment and Commercial since March 2020. Prior to joining the Virgin Group, Ms. Belzberg worked at J.P. Morgan in the Investment Banking practice from 2012 to 2014. Ms. Belzberg previously served on the board of directors of BMR Energy LLC from 2022 to 2024 and Virgin Sport from 2018 to 2020. She holds a Bachelor of Business Administration in Finance and Marketing with highest distinction from Emory University's Goizueta Business School. | | ALLISON BELZBERG Age: 36 Director Nominee | | | | We believe Ms. Belzberg is well qualified to serve on our Board of Directors because of her investment and capital markets expertise. |
Information about Board Nominees
| 14 | Virgin Galactic Holdings, Inc. |
Information about Board Nominees
| | Ms. Jonas, 66, 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: 66 Director Since: June 2021 | | | | We believe 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, 66, 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: 66 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
| 2026 Proxy Statement | 15 |
Information about Board Nominees
| | Ms. Sigur, 67, 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; and has provided aerospace consulting services to Red Canyon Software, Inc. and Corporate Employment Resources, Inc. since 2017 and 2024, respectively. 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 Texas Academy of Medicine, Engineering, Science & Technology (TAMEST). Ms. Sigur holds a Bachelor of Science in Materials Science and Nano Engineering from Rice University and a Master of Business Administration from Tulane University. | | WANDA SIGUR Age: 67 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, 66, 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 Boards of the Smithsonian Institution and Mawer Investment Management; and also serves on the board of UC Berkeley Endowment Management Company; 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 from Harvard Business School. She holds a distinction as a Chartered Financial Analyst. | | DIANA STRANDBERG Age: 66 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, 65, 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’s degree in Mechanical Engineering from North Carolina State University and a Master of Business Administration from National University. | | W. GILBERT (GIL) WEST Age: 65 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
| 2026 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 2025
Director Compensation Table for Fiscal Year 2025 The following table contains information concerning the compensation of our eligible non-employee directors in fiscal year 2025.
Director Compensation Table for Fiscal Year 2025
| Name | Fees Earned in Cash ($) | Stock Award ($)(1) | All Other Compensation ($) | Total ($) | | Raymond Mabus, Jr. | 185,000 | 145,000 | — | 330,000 | | Henio Arcangeli, Jr. | 142,500 | 125,000 | — | 267,500 | | Luigi Brambilla(2) | 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 2025
(1)Amounts reflect the full grant-date fair value of RSU awards granted during 2025 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 11 in our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The table below shows the aggregate numbers of RSU awards which were outstanding and unvested as of December 31, 2025. (2)In 2025, 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 2025
| Name | Restricted Stock Units Outstanding as of December 31, 2025 | | Raymond Mabus, Jr. | 47,038 | | Henio Arcangeli, Jr. | 40,906 | | Tina Jonas | 39,937 | | Craig Kreeger | 39,937 | | Wanda Sigur | 39,937 | | Diana Strandberg | 40,649 | | W. Gilbert West | 39,937 |
Director Compensation Table for Fiscal Year 2025
| 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. The Compensation Committee has designed a program with the clear goal of paying for performance that will achieve long-term value creation for the Company and its stockholders. 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. The compensation paid to our NEOs in 2025 reflects and rewards their contributions for achieving the Company’s financial, operational and strategic objectives that support a safe entry of 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, 2025, the realizable values of our named executive officers’ outstanding long-term incentive awards are less than 30% of the awards' grant date fair value (on average), which closely aligns to the results experienced by the Company’s stockholders. As further explained in the “Components of the NEOs 2025 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 | •Fixed element of compensation intended to attract and retain executives | •Earned based on the achievement of safety, Spaceline program, financial goals, as well as individual contributions | •Time-vested RSUs •Long-term incentive performance awards earned based on the achievement of milestones pertaining to the launch of spaceships into commercial service by 2026 and financial goals (debt refinancing and cash balance) | | Key Objectives | •Attracts and retains talent by providing a stable and reliable source of income •Provides base salaries consistent with each NEO's skills, experience and responsibilities, as well as provide salaries that 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 NEOs 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 ✓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 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 2025 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, in the fourth quarter of 2024 the Compensation Committee worked with Meridian Compensation Partners, LLC ("Meridian"), who was its independent compensation consultant in 2024, to review the peer companies to use in understanding market practices. The peer group consists of companies in 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, luxury business-to-consumer ("B2C") focus, recent IPO/SPAC merger, and West Coast headquarters. In November 2024, the Compensation Committee (based on recommendations from Meridian) made a change to the peer group to replace Fisker, which declared bankruptcy, with Blade Air Mobility, Inc., a B2C chartered helicopter company. The peer group used to understand competitive executive compensation levels for 2025 consisted of the following 15 companies:
Role of Peer Group
| 2025 EXECUTIVE COMPENSATION PEER GROUP | | | | •Archer Aviation Inc. •Blade Air Mobility, Inc. •Curtiss-Wright Corporation •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 $3B was also used to understand competitive executive compensation levels and practices. 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 NEOs.
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. In 2025, the Compensation Committee engaged Pay Governance LLC ("Pay Governance"), an independent executive compensation consulting firm, to advise on all executive compensation matters under their oversight. Pursuant to the engagement, Pay Governance: •Provided analyses of competitive compensation practices for executive officers; •Provided analyses of potential risks arising from executive and non-executive compensation programs; •Advised on incentive plan design; •Advised on the new share request for the amended and restated 2019 Incentive Award Plan; •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. Our Compensation Committee has assessed the independence of 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 Pay Governance performs for our Compensation Committee.
Role of the Compensation Consultant
| 2026 Proxy Statement | 39 |
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 2025, our fiscal year 2024 say-on-pay proposal received 54.2% stockholder approval. Following our 2025 annual meeting of stockholders, our management team proactively contacted the top 25 institutional stockholders, or 90% of our institutional ownership, as well as individual retail stockholders to engage in 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, institutional outreach represented approximately 20% of our total shares outstanding. We held constructive conversations with the institutional stockholders that accepted our invitation to engage and many individual retail stockholders. Below is a summary of the feedback we heard from the stockholders we engaged with: •Appreciated the ongoing stockholder engagement. •Acknowledgement of previously increasing the CEO's weighting of performance based long-term incentive awards to 50%. •Appreciation for increasing all other NEOs long-term incentive awards with a 50% weighting on performance-based awards. 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 2026.
Annual Incentive Program
Annual Incentive Program Each of our NEOs participated in our 2025 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 2025, the Compensation Committee determined that the Program would be based on the achievement of pre-established performance goals within three separate categories, including: safety culture, financial, and spaceline program. Individual contributions were also assessed in how our NEOs delivered on our strategic plan to become a scaled, commercial operation. 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. The NEOs' target bonuses remained unchanged from 2024, except that Mr. Colglazier's target bonus was increased to 150% of his base salary pursuant to the Colglazier A&R Employment Agreement.
Annual Incentive Program
| 2025 PROGRAM |
Annual Incentive Program
The 2025 target bonus opportunities for the NEOs are as follows:
Annual Incentive Program
| Named Executive Officer | 2025 Target Bonus as a % of Base Salary | | Michael Colglazier | 150% | | Doug Ahrens | 100% | | Aparna Chitale | 80% | | Sarah Kim | 80% |
Annual Incentive Program
The 2025 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 April 2026, the Compensation Committee assessed the Company’s 2025 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 75.2% 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 2025.
Annual Incentive Program
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Annual Incentive Program
| Performance Category | Weight | Threshold | Target | Maximum | Payout as % of Weighted Target | | Safety Culture Fly safe every time, embed safety and quality into the next-generation spaceship program, workplace safety goals that include Total Recordable Incident reporting compared to industry standards and company-wide safety initiatives | 20% | | | | 20.0% | | Financial Manage overall expenditures in line with Board approved annual budget of $449M to support flight schedule and long-term growth | 40% | | | | 22.2% | | Next-Generation Spaceship Program Achieve key spaceship programmatic milestones to support a safe entry of the spaceships into commercial service by 2026 | 40% | | | | 33.0% | | Total | 100% | 25% Payout | 100% Payout | 200% Payout | 75.2% |
Annual Incentive Program
Each NEO’s target bonus percentage was multiplied by the overall company performance payout percentage, 75.2%, and then further modified based on an individual modifier of +/- 50% for the CEO and +/- 20% for the other NEOs. The individual contributions used by the Compensation Committee to determine the final 2025 bonus payouts for Messrs. Colglazier and Ahrens and Mses. Chitale and Kim are summarized below. Summary of the NEOs' Individual Contributions Mr. Colglazier. Under Mr. Colglazier's leadership, the Company advanced the production and assembly of our new spaceship at a pace expected to deliver our first commercial spaceflight in 2026; successful completion of the upgrade program for Launch Vehicle MS-Eve to support a higher flight cadence; opened Arizona spaceship factory enabling the assembly of new spaceships; developed commercial strategies and infrastructure to open ticket sales and re-entry into commercial service in 2026; successful execution of the capital realignment transactions to reduce indebtedness to align with the planned ramp in commercial operations; and maintained healthy cash position, 25% reduction in year-over-year total operating expenses, and improved year-over-year adjusted EBITDA results. Mr. Ahrens. Under Mr. Ahrens' leadership, the Company maintained excellent strength in the Company’s balance sheet and P&L through cost-efficiency efforts, program spending oversight and an effective capital market strategy; successful execution of the capital realignment transactions to reduce indebtedness to align with the planned ramp in commercial operations; and provided leadership oversight and execution of IT objectives. Ms. Chitale. Under Ms. Chitale's leadership, the Company led strategic workforce planning, and critical hiring efforts to support the next-generation spaceship program and commercial readiness. Led employee engagement and culture efforts to build company pride and organization effectiveness. As the Executive Vice President, Astronaut Operations, she led program design and planning efforts to develop an end-to-end, highly curated astronaut readiness program at scale in preparation for entry into commercial service in 2026. Ms. Kim. Under Ms. Kim's leadership, the Company successfully resolved various litigation matters; reduced legal expenditures through the use of in-house legal talent and effective advisory support while improving service and streamlining contract management; successfully supported the completion of the capital realignment transactions; and continued to expand the 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 75.2%. The Program also provided for an individual performance modifier based on the Compensation Committee’s assessment of each NEO’s individual performance in 2025. The table below provides information about the NEOs’ bonus opportunity, company performance payout, individual performance modifier and actual 2025 bonus payout.
Annual Incentive Program
| 42 | Virgin Galactic Holdings, Inc. |
Annual Incentive Program
| Named Executive Officer | 2025 Target Bonus | Company Performance | Company Performance Bonus Payout | Individual Performance Modifier | Actual 2025 Bonus Payout(1) | | Michael Colglazier | $1,687,500 | 75.2% | $1,269,000 | 130.0% | $1,649,700 | | Doug Ahrens | $640,000 | 75.2% | $481,280 | 101.7% | $489,317 | | Aparna Chitale | $432,400 | 75.2% | $325,165 | 106.7% | $346,853 | | Sarah Kim | $363,440 | 75.2% | $273,307 | 101.0% | $276,040 |
Annual Incentive Program
(1)The participating NEOs’ 2025 annual cash bonuses set forth in this column are included in the “Non-Equity Incentive Plan Compensation” column in the “Summary Compensation Table” below.
Michael Colglazier Retention Bonus
Michael Colglazier Retention Bonus In connection with the expiration of the initial employment term under Mr. Colglazier's prior employment agreement, the Board determined that it was critical to ensure Mr. Colglazier was retained over the next five years in order for the Company to achieve its critical milestone objectives and realize the profit potential in the business plan. Pursuant to his new employment agreement, Mr. Colglazier is eligible to earn a cash retention bonus (the "Retention Bonus") in an aggregate amount equal to $2,250,000. $1,250,000 of the Retention Bonus was paid on August 1, 2025, and the remaining $1,000,000 will be paid upon the completion of the first revenue-generating spaceflight, subject to Mr. Colglazier's continued employment through the date on which such spaceflight occurs.
Long-Term Incentive Program
Long-Term Incentive Program We maintain the Third 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 2025 we granted time-based RSUs and long-term incentive performance ("LTIP") cash-based awards to our NEOs, representing a significant portion of our NEOs’ compensation. The Compensation Committee structured the LTIP awards as cash-based due to the insufficient number of shares available for issuance under the Third A&R Plan and the need to continue to grant long-term incentive awards to our NEOs in order to retain and motivate them to achieve the Company's long-term objectives. 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 LTIP 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. Therefore, the mix of the 2025 LTI awards for all NEOs was 50% RSUs and 50% LTIP. 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. 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. •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 2025, the LTIP made up 50% of the LTI award for all NEOs. The LTIP payout for the 2025 LTIP awards will be determined based on performance against critical spaceship program milestones, specifically, the launch of commercial service (30% weighting), and financial goals, including debt refinancing (30% weighting) and maintaining sufficient cash balance for the entry of the spaceships into commercial service (40% weighting). Given our nascent industry and need to focus on strategic and operational milestones to support a safe entry of the spaceships into commercial service, the 2025 LTIP awards have a two-year performance period ending December 31, 2026 and will vest on the third anniversary of the grant date. The following table sets forth the dollar-denominated values of the RSUs and LTIP granted to our named executive officers in 2025. 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
Long-Term Incentive Program
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Long-Term Incentive Program
accounting grant-date fair value of the awards, which we are required to disclose in the “Summary Compensation Table” later in this Proxy Statement.
Long-Term Incentive Program
| Named Executive Officer | 2025 RSUs | 2025 LTIP | Total 2025 LTI Value | | Michael Colglazier | $3,000,000 | $3,000,000 | $6,000,000 | | Doug Ahrens | $1,650,000 | $1,650,000 | $3,300,000 | | Aparna Chitale | $718,750 | $718,750 | $1,437,500 | | Sarah Kim | $605,000 | $605,000 | $1,210,000 |
Outstanding LTI Awards
Outstanding LTI Awards 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 team's strong performance, the Compensation Committee approved a payout of 105.5% of target for the NEOs, which was paid in January 2026. Further details regarding the award were disclosed in the 2025 proxy statement. 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 in March 2025, and none of the stock price hurdles were attained, resulting in zero payout. The 2023 PSU performance period ended March 16, 2026 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. The 2022 PSO performance period ended March 17, 2026 and none of the stock price hurdles were attained, resulting in zero vesting. Employee Benefits and Perquisites Health/Welfare Plans. In 2025, 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 2025, 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 2025, 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 and, for Mr. Colglazier only, executive health services. 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 an employment agreement 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
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 Third 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 ($)(1) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Michael Colglazier Chief Executive Officer and President | 2025 | 1,091,346 | 1,250,000 | 3,523,088 | 4,814,700 | 66,782 | 10,745,916 | | | 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 | | Doug Ahrens Chief Financial Officer and Treasurer | 2025 | 634,885 | — | 1,937,699 | 1,359,692 | 41,257 | 3,973,533 | | | 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 | | Aparna Chitale Chief People Officer and Executive Vice President, Astronaut Operations | 2025 | 521,519 | — | 844,076 | 676,541 | 21,756 | 2,063,892 | | | 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 | | Sarah Kim Executive Vice President, Chief Legal Officer and Corporate Secretary | 2025 | 443,181 | — | 710,491 | 566,165 | 22,002 | 1,741,839 | | | 2024 | 409,500 | — | 806,004 | 406,392 | 21,347 | 1,643,243 | | | 2023 | 400,000 | — | — | 339,200 | 20,430 | 759,630 |
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 2025, 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 $180,630; and •the annual total compensation of our Chief Executive Officer, as reported in the Summary Compensation Table included above, was $10,745,916. Based on this information, for 2025, 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 59 to 1. We determined that, as of December 31, 2025, our employee population excluding our Chief Executive Officer consisted of 693 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 2025 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $180,630. With respect to the annual total compensation of our Chief Executive Officer, we used the amount reported in the “Total” column of our 2025 Summary Compensation Table included in this Proxy Statement.
CEO Pay Ratio
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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 officer (“PEO”) and average compensation related to our Non-PEO NEOs versus our Company performance for 2025, 2024, 2023, 2022 and 2021.
CEO Pay Ratio
| | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(2) | Average Summary Compensation Table Total for Non-PEO NEOs(3) | Average Compensation Actually Paid to Non-PEO NEOs(4) | Value of Initial Fixed $100 Investment Based On: | | Net Income(7) | Year End Stock Price(8) | | Fiscal Year | | | | | Total Stockholder Return(5) | Peer Group Total Stockholder Return(6) | | | | 2025 | $10,745,916 | $9,558,500 | $2,593,088 | $2,174,074 | $1 | $30 | $(278,907) | $3.21 | | 2024 | $5,638,706 | $(124,153) | $2,056,387 | $375,879 | $1 | $24 | $(346,740) | $5.88 | | 2023 | $7,734,016 | $3,865,105 | $2,065,458 | $1,212,883 | $10 | $23 | $(502,337) | $49.00 | | 2022 | $10,781,868 | $(1,438,803) | $3,047,989 | $535,128 | $15 | $22 | $(500,152) | $69.60 | | 2021 | $7,405,794 | $461,818 | $2,839,648 | $(1,535,598) | $56 | $60 | $(352,899) | $267.60 |
CEO Pay Ratio
(1)The dollar amounts reported in this column are the amounts of total compensation reported for the Company’s principal executive officer ("PEO"), Michael Colglazier, for each corresponding year in the “Total” column of the Summary Compensation Table for the applicable fiscal year. (2)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) | | 2025 | Michael Colglazier | $10,745,916 | $3,523,088 | $2,335,672 | $9,558,500 |
CEO Pay Ratio
(a)The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” column in the Summary Compensation Table for 2025. (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 2021, 2022, 2023, 2024, and 2025 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 | | 2025 | Michael Colglazier | $2,654,722 | $(164,775) | $0 | $(154,275) | $0 | $2,335,672 |
CEO Pay Ratio
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CEO Pay Ratio
(3)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 2025, Doug Ahrens, Aparna Chitale, and Sarah Kim; (ii) for 2024 and 2023, Doug Ahrens, Aparna Chitale, Sarah Kim, and Alistair Burns; (iii) for 2022, Doug Ahrens, Aparna Chitale, Sarah Kim, Alistair Burns, Swami Iyer, and Michael Moses; and (iv) for 2021, Doug Ahrens, Michelle Kley, Michael Moses, Swami Iyer, and Jonathan Campagna. (4)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 | | 2025 | $2,593,088 | $1,164,088 | $745,074 | $2,174,074 |
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 | | 2025 | $877,165 | $(65,571) | $0 | $(66,520) | $0 | $745,074 |
CEO Pay Ratio
(5)Represents cumulative Total Stockholder Return (“TSR”) of our common stock for the periods presented. (6)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. With respect to the Compensation Peer Group for 2025, based on recommendations from Meridian, we replaced Fisker, which declared bankruptcy, with Blade Air Mobility, Inc. The cumulative TSR of the Compensation Peer Group for 2024 would be $31 (2025), $25 (2024), $24 (2023), $23 (2022) and $61 (2021). Our Compensation Peer Group for 2025 was comprised of the following companies:
CEO Pay Ratio
| •Archer Aviation Inc. •Blade Air Mobility, Inc. •Curtiss-Wright Corporation •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 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
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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
(7)The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year (in thousands). (8)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, 2025 to our performance. The Year-End Stock Prices for 2021-2023 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 PEO 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
| 58 | 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 PEO 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
| 2026 Proxy Statement | 59 |
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 PEO 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 |