Independent
Tenure on this board
3.1 yrs
Also a director at
Hilton Worldwide Holdings Inc (HLT)
9 nominees · 5 ballot items.
Elect nine directors; ratify Ernst & Young LLP as auditors; advisory vote to approve named executive officer compensation (Say-on-Pay); approve the Fourth Amended and Restated 2019 Incentive Award Plan; advisory vote on frequency of future say-on-pay votes (one, two, or three years).
Elect nine director nominees to the Board for one-year terms.
Ratify Ernst & Young LLP as the Company’s independent registered public accounting firm for 2026.
Advisory (non-binding) vote to approve the compensation of the named executive officers as disclosed in the proxy statement.
The proposal requests an advisory approval of the Company’s 2025 executive compensation program, encompassing base salaries, annual incentives, long-term incentives (RSUs and LTIP), retention payments, and other benefits described in the Compensation Discussion and Analysis. Management seeks endorsement to demonstrate stockholder support for pay-for-performance design changes including increased weighting of performance-based awards (50% for CEO and other NEOs), and other features such as clawbacks and stock ownership guidelines. The vote is non-binding but used by the Compensation Committee to inform future decisions; it follows a 54.2% approval in 2025 which prompted enhanced engagement with institutional investors and program adjustments. The Board recommends a FOR vote on the grounds that the program promotes long-term value creation, retention, and alignment with stockholder interests. The company’s limited-revenue profile, significant at-risk compensation, and the adoption of LTIP cash awards due to limited share availability are contextual factors. Institutional investor engagement and the Compensation Committee’s use of independent consultants further frame the management case for approval. Potential shareholder concerns include realization shortfalls on PSUs/PSOs granted previously and overall dilution from equity plans; management addresses these via performance-based metrics and plan governance.
Approve the Fourth Amended and Restated Virgin Galactic Holdings, Inc. 2019 Incentive Award Plan to increase the share reserve by 9,450,000 shares and extend the plan term through June 11, 2036.
The proposal asks stockholders to approve the Fourth Amended and Restated 2019 Incentive Award Plan, which would add 9.45 million shares and extend the plan term. Management argues this is necessary to continue granting equity to attract, retain and align employees, executives and directors. The plan contains many investor-friendly governance features—no evergreen increases, minimum 1-year vesting for most awards, prohibition of repricing without stockholder approval, no liberal share recycling, annual director limits, and clawback application—mitigating dilution and governance concerns. The board’s analysis included historical burn rates, anticipated grant needs, and considerations about cash vs. equity compensation; the board concluded the requested increase is reasonable to support planned retention and incentive programs through anticipated ramp-up of commercial operations. Key contextual factors include the company’s heavy reliance on equity compensation, limited share availability under the existing plan, recent high grant volumes in 2025, and the use of cash-settled LTIP awards due to share scarcity. The Board recommends a FOR vote.
Advisory (non-binding) vote to indicate stockholder preference on how often the company should hold advisory votes on executive compensation (one, two, or three years); the Board recommends one year.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 2.89% | 2,905,786 | $7M |
| 2 | BlackRock, Inc. | 0.98% | 990,668 | $2M |
| 3 | MILLENNIUM MANAGEMENT LLC | 0.92% | 925,656 | $2M |
| 4 | SUSQUEHANNA INTERNATIONAL GROUP, LLP | 0.73% | 731,059 | $2M |
| 5 | GEODE CAPITAL MANAGEMENT, LLC | 0.70% | 708,102 | $2M |
| 6 | UBS Group AG | 0.52% | 520,949 | $1M |
| 7 | Point72 Asset Management, L.P.Activist | 0.51% | 515,177 | $1M |
| 8 | Invesco Ltd. | 0.48% | 487,379 | $1M |
| 9 | XTX Topco Ltd | 0.46% | 466,142 | $1M |
| 10 | VANGUARD FIDUCIARY TRUST CO | 0.46% | 460,079 | $1M |
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