Not independent
Tenure on this board
4.2 yrs
3 nominees · 3 ballot items.
Elect three Class III directors (Mark Dankberg, William LaPlante and Michael Paull); ratify PricewaterhouseCoopers LLP as Viasat’s independent registered public accounting firm for fiscal year 2027; and approve, on an advisory basis, the compensation of the company’s Named Executive Officers (say-on-pay).
Elect Mark Dankberg, William LaPlante and Michael Paull as Class III directors for three-year terms expiring at the 2029 annual meeting.
Ratify the appointment of PricewaterhouseCoopers LLP as Viasat’s independent registered public accounting firm for fiscal year 2027.
Non-binding advisory (say-on-pay) vote to approve the compensation of the Named Executive Officers as disclosed in the proxy statement.
This management proposal asks shareholders to approve, on a non-binding advisory basis, the compensation of Viasat’s Named Executive Officers as disclosed in the proxy statement. Management seeks the vote to provide shareholders an opportunity to express their views on the design and effectiveness of the company’s executive compensation program and to demonstrate stockholder support for management’s pay practices. The company emphasizes that its compensation program links a substantial portion of executive pay to financial and operational performance, uses a mix of annual bonuses and long-term equity and cash performance awards, and has incorporated stockholder feedback (engaging with holders representing ~57% of outstanding shares) to refine plan design, such as increasing performance-based elements and adding clawback and stock-holding policies. The vote is explicitly non-binding, but the Board commits to consider the outcome when making future compensation decisions, reinforcing responsive governance. Notable context includes Viasat’s use of multi-year performance metrics (e.g., cumulative Adjusted EBITDA, multi-year free cash flow goals with TSR modifiers) and significant performance-based long-term incentives aimed to align management with long-term stockholder value, as well as recent material compensation outcomes (large LTI grants driven by stock-price movement between planning and grant dates). The Board recommends FOR the proposal, arguing the program promotes accountability, aligns pay with performance, and supports retention of executive talent amid strategic initiatives (satellite launches, integration work, deleveraging). Given the non-binding nature, investors should evaluate the disclosed pay framework, performance metrics, and recent realized pay outcomes when judging alignment, and recognize that the Board has committed to continue annual say-on-pay votes and to incorporate shareholder feedback into future program design.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 10.60% | 14,596,216 | $1.3B |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 6.70% | 9,225,283 | $829M |
| 3 | STATE STREET CORP | 4.42% | 6,093,552 | $547M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.28% | 5,894,743 | $529M |
| 5 | AMERICAN CENTURY COMPANIES INC | 4.16% | 5,736,575 | $515M |
| 6 | DIMENSIONAL FUND ADVISORS LP | 3.53% | 4,861,430 | $437M |
| 7 | DISCIPLINED GROWTH INVESTORS INC /MN | 3.44% | 4,741,812 | $426M |
| 8 | BlackRock, Inc. | 3.11% | 4,288,724 | $385M |
| 9 | OCO Capital Partners, L.P. | 2.83% | 3,900,000 | $350M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 2.57% | 3,534,787 | $319M |
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