Independent
Tenure on this board
4.9 yrs
Also a director at
Caci International Inc (CACI)State Street Corp (STT)
3 nominees · 3 ballot items.
Vote to elect three Class II directors (Susan Gordon, Timothy Harvey, William Porteous), ratify Deloitte & Touche LLP as the independent registered public accounting firm for 2026, and approve on a non-binding advisory basis the compensation of the named executive officers (Say-on-Pay).
Elect three Class II directors—Susan Gordon, Timothy Harvey, and William Porteous—to hold office until the 2029 annual meeting and until their successors are duly elected and qualified.
Ratify the appointment of Deloitte & Touche LLP as BlackSky’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Non-binding advisory vote to approve the compensation of the named executive officers as disclosed in the proxy statement, including compensation tables and narrative discussion.
This non-binding management proposal asks stockholders to approve the overall compensation program for the Company’s named executive officers as disclosed in the proxy statement. Management seeks this advisory approval to obtain investor feedback on its pay practices and to inform future decisions by the compensation committee, though the vote will not be legally binding. The Company’s executive pay program combines base salary, target cash incentive bonuses tied to corporate metrics (revenue, cash balance, adjusted EBITDA), and long-term equity awards (options and RSUs) designed to promote retention and align management’s interests with long-term shareholder value. The compensation committee used an independent consultant and a defined peer group to set competitive pay targets and adjusted long-term incentive targets following 2025 performance and market comparisons to better align with peers. The committee also emphasized governance safeguards—risk assessment of compensation programs, no hedging or pledging by executives, and clawback/other standard practices—and uses both formulaic corporate metrics and individualized management objectives for certain officers. Company-specific context includes recent strategic actions in 2024–2025 (full ownership of the satellite manufacturer LeoStella, repayment of the Intelsat facility, Gen-3 satellite development and demonstrated capabilities) that affected both performance and compensation decisions; the committee increased intended equity award values in light of improved performance and retention considerations. Management recommends a FOR vote, arguing that the pay program appropriately balances short- and long-term incentives, ties pay to performance metrics and strategic initiatives, and has been updated to remain competitive with peers while protecting shareholder interests. Because the vote is advisory, the board will consider the outcome when making future compensation decisions and may engage with stockholders to address concerns raised by significant opposition.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 3.71% | 1,517,282 | $42M |
| 2 | Tidal Investments LLC | 3.44% | 1,407,186 | $39M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 3.39% | 1,387,004 | $39M |
| 4 | AWM Investment Company, Inc.Activist | 2.93% | 1,200,000 | $34M |
| 5 | BlackRock, Inc. | 2.70% | 1,103,845 | $31M |
| 6 | DRIEHAUS CAPITAL MANAGEMENT LLC | 2.53% | 1,033,578 | $29M |
| 7 | VAN ECK ASSOCIATES CORP | 2.50% | 1,024,892 | $29M |
| 8 | STATE STREET CORP | 2.34% | 957,575 | $27M |
| 9 | Cercano Management LLC | 2.28% | 932,982 | $26M |
| 10 | MILLENNIUM MANAGEMENT LLC | 2.23% | 914,009 | $26M |
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