UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities
Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Pursuant to §240.14a-12 |
AST SPACEMOBILE, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
Payment of Filing Fee (Check all boxes that apply):
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No fee required |
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Fee paid previously with preliminary materials |
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Fee computed on table in exhibit required by Item 25(b) per
Exchange Act Rules 14a-6(i)(1) and 0-11 |

AST SpaceMobile, Inc.
2022 Annual Meeting of Stockholders and Proxy
Statement
August 5, 2022
Dear Fellow Stockholder:
I cordially invite you to attend the 2022 annual meeting of
stockholders (the “Annual Meeting”) of AST SpaceMobile, Inc., which
will be held online via live webcast on Thursday, September 15,
2022, at 10:00 a.m., Eastern Time. To participate in the Annual
Meeting, you must register at www.proxydocs.com/ASTS before
9:30 a.m., Eastern Time on Thursday, September 15, 2022. After
completion of your registration by the registration deadline,
further instructions, including a unique link to access the Annual
Meeting, will be emailed to you.
Attached to this letter are the Notice of Annual Meeting of
Stockholders and Proxy Statement, which describe the business to be
conducted at the Annual Meeting. These proxy materials are being
sent to our stockholders of record at the close of business on July
18, 2022. The Proxy Statement also contains instructions on how to
access our Proxy Statement and Annual Report online, by mail, or by
telephone.
Your vote is important. Whether or not you plan to attend the
Annual Meeting, we hope you will vote as soon as
possible.
On behalf of the Board of Directors and management, it is my
pleasure to express our appreciation for your continued
support.
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Sincerely, |
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 |
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Abel Avellan |
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Chairman, Chief Executive Officer |
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and President |
THIS PROXY STATEMENT AND THE PROXY CARD ARE
BEING DISTRIBUTED ON OR ABOUT AUGUST 5, 2022.
AST SpaceMobile, Inc.
Midland Intl. Air & Space Port
2901 Enterprise Lane
Midland, Texas 79706
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
When: Thursday, September 15, 2022, 10:00 a.m. Eastern
Time
Where: Via the Internet at
www.proxydocs.com/ASTS
We are pleased to invite you to join our Board of Directors and
leadership team at the 2022 annual meeting of stockholders (the
“Annual Meeting”) of AST SpaceMobile, Inc. The Annual Meeting will
be a virtual meeting, which will be conducted via live Internet
Webcast. You will be able to attend the Annual Meeting online and
submit your questions during the meeting by visiting
www.proxydocs.com/ASTS. For more information about the
Annual Meeting, including how stockholders can ask questions during
the Annual Meeting, please see page 22 of the accompanying Proxy
Statement.
ITEMS OF BUSINESS:
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1. |
To elect ten directors to the Company’s Board of Directors for a
term expiring at the Company’s 2023 Annual Meeting of
Stockholders. |
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2. |
To ratify the appointment of KPMG LLP as the Company’s independent
registered public accounting firm for fiscal year 2022. |
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3. |
Such other matters as may properly come before the
meeting. |
RECORD DATE:
You are entitled to vote if you were a stockholder of record at the
close of business on July 18, 2022 (the “Record Date”).
HOW TO VOTE:
Your vote is important. Even if you plan to participate in the
Annual Meeting, please vote right away using one of the following
advance voting methods. Please ensure you have your proxy card and
follow the instructions on the card or form.
Via the Internet before the Annual
Meeting:
You may vote at www.proxypush.com/ASTS, 24 hours a day,
seven days a week, up until 11:59 p.m. Eastern Time on Wednesday,
September 14, 2022.
By phone:
If you reside in North America, you may vote by telephone by
calling the toll-free number provided on the voting website
www.proxypush.com/ASTS and
on the proxy card. Telephone voting is 24 hours a day, seven days a
week, until 11:59 p.m. Eastern Time on Wednesday, September 14,
2022.
Via Remote Communication during the virtual Annual
Meeting:
You can vote electronically during the Annual Meeting. To be
admitted to the Annual Meeting, please visit
www.proxydocs.com/ASTS. Stockholders or their legal proxies
must enter the control number found on their proxy card. You can
find instructions for voting online during the virtual Annual
Meeting on page 22 of the accompanying Proxy Statement.
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Sincerely, |
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Abel Avellan |
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Chairman, Chief Executive Officer |
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and President |
PROXY STATEMENT SUMMARY
ANNUAL MEETING OF STOCKHOLDERS OF
AST SPACEMOBILE, INC.
TO BE HELD ON SEPTEMBER 15, 2022
This summary highlights information contained elsewhere in this
Proxy Statement. This summary does not contain all of the
information that you should consider before voting and you should
read the entire Proxy Statement before you vote. For more complete
information regarding AST SpaceMobile, Inc.’s 2021 performance,
please review our Annual Report on Form 10-K (the “Annual Report”)
for the year ended December 31, 2021.
INTRODUCTION
The Board of Directors (the “Board”) of AST SpaceMobile, Inc.
(“SpaceMobile,” the “Company,” “us,” “we,” “our,” and any related
terms) is soliciting proxies from stockholders for its use at the
2022 annual meeting of stockholders (the “Annual Meeting”), and at
any adjournment or adjournments thereof. The Annual Meeting is
scheduled to be held on Thursday, September 15, 2022, at 10:00
a.m., Eastern Time, in a virtual meeting format at
www.proxydocs.com/ASTS.
PROPOSALS TO BE VOTED ON
Stockholders are being asked to vote on the following matters at
the Annual Meeting:
Proposal |
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Board Vote Recommendation |
1. Election of Ten Members of the Board of Directors |
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FOR each nominee |
2. Ratification of Appointment of Independent Registered Public
Accounting Firm |
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FOR |
This Proxy Statement and the accompanying Notice of Meeting and
proxy card are being mailed on or about August 5, 2022 to our
stockholders of record as of July 18, 2022.
WHERE TO FIND MORE INFORMATION
Please see the “Other Information” section below for important
information regarding the proxy materials, record date, voting
shares. and the Annual Meeting.
LEARN MORE ABOUT AST SPACEMOBILE, INC.
You can learn more about the Company, view our corporate governance
materials, and much more by visiting our website,
www.ast-science.com. Information contained on our website is
not incorporated into or a part of this Proxy Statement.
Please also visit the Annual Meeting website at www.proxypush.com/ASTS
to easily access our proxy materials or vote through the
Internet.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY
MATERIAL
The e-proxy rules of the U.S. Securities and Exchange Commission
(the “SEC”) require companies to post their proxy materials on the
Internet and permit them to provide only a Notice of Internet
Availability of Proxy Materials to stockholders. For this Proxy
Statement, we have chosen to follow the SEC’s “full set” delivery
option and therefore, although we are posting a full set of our
proxy materials (this Proxy Statement, our Annual Report, and our
form of proxy card (the “Proxy Card”)) online, we are also mailing
a full set of our proxy materials to our stockholders. This Proxy
Statement, the Annual Report, and the Proxy Card are available at
https://investors.ast-science.com.
PROXY STATEMENT
We are providing these proxy materials to you in connection with
the solicitation of proxies by the Board for the Annual Meeting and
for any adjournment or postponement of the Annual Meeting. The
Annual Meeting will be held virtually via the Internet on Thursday,
September 15, 2022, 10:00 a.m. Eastern Time, at
www.proxydocs.com/ASTS.
You are receiving this Proxy Statement because you own shares of
our Class A common stock, Class B common stock or Class C common
stock which entitle you to vote at the Annual Meeting. By use of a
proxy, you can vote whether or not you attend the Annual Meeting.
This Proxy Statement describes the matters on which we would like
you to vote and provides information on those matters.
CORPORATE GOVERNANCE FRAMEWORK
The
Board has adopted a Code of Business Conduct and Ethics (the “Code
of Ethics”) that, along with the Company’s Second Amended and
Restated Certificate of Incorporation (the “Charter”), our Amended
and Restated Bylaws (“Bylaws”), the charters of the committees of
the Board (the “Committees”) and our Amended & Restated
Stockholders’ Agreement (the “Stockholders’ Agreement”), provide
the framework for the governance of the Company. Our Code of Ethics
applies to all of our executive officers, directors and employees,
including our principal executive officer, principal financial
officer, principal accounting officer or controller or persons
performing similar functions. The Code of Ethics is available on
our corporate website at https://investors.ast-science.com.
We intend to make any legally required disclosures regarding
amendments to, or waivers of, provisions of our Code of Ethics on
our website rather than by filing a Current Report on Form 8-K. The
charters for all of our Committees as well as our Corporate
Governance Guidelines are also available on the “Corporate
Governance Overview” section of our investor relations website at
https://investors.ast-science.com. The information on any of
our websites is deemed not to be incorporated in this
report.
Board Structure and Leadership
Our Board of Directors currently consists of 13 directors, with
three director seats currently vacant. Our Board is chaired by Abel
Avellan, and includes Adriana Cisneros, Hiroshi Mikitani, Luke
Ibbetson, Tareq Amin, Edward Knapp, Richard Sarnoff, Julio A.
Torres, Alexander Coleman and Ronald Rubin, five of whom qualify as
independent. Subject to the terms of the Stockholders’ Agreement
and our Charter and Bylaws, the number of directors is fixed by the Board.
The business of the Company is managed under the direction of the
Board. The fundamental responsibility of the Board is to lead the
Company by exercising its business judgment to act in what the
directors believe to be the best interests of the Company and our
stockholders. The Board’s current leadership structure combines the
position of Chairman and Chief Executive Officer. We believe that
the combination of these two positions has been an appropriate and
suitable structure for the Board’s function and efficiency, as the
Chairman and Chief Executive Officer serves as the direct link
between senior management and the Board. Abel Avellan currently
holds dual position of Chairman and Chief Executive Officer. Mr.
Torres is our Lead Independent Director as of the date of this
report.
Executive Sessions
Independent directors of the Board met in executive session without
management at every regularly scheduled meeting for the year ended
December 31, 2021. The Audit Committee is required to, and did,
meet in executive session at least on an annual basis pursuant to
its Charter. Additionally, the Compensation Committee met in
executive sessions during 2021. The Nominating and Governance
Committee has not historically met in executive session during
their regularly scheduled meetings.
Director Independence
We are required to comply with the applicable rules of Nasdaq in
determining whether a director is independent. Prior to the filing
of this proxy statement, our Board undertook a review of the
independence of the individuals named above and has determined that
each of Adriana Cisneros, Alexander Coleman, Ronald Rubin, Richard
Sarnoff and Julio A. Torres qualifies as “independent” as defined
under the applicable Nasdaq rules and that Messrs. Coleman, Rubin
and Torres qualify as independent under Exchange Act Rule 10A-3
specific to audit committee members.
Director Selection and Nominating Process
When considering whether directors and director nominees have the
experience, qualifications, attributes and skills, taken as a
whole, to enable the Board to satisfy its oversight
responsibilities effectively in light of its business and
structure, the Board expects to focus primarily on each person’s
background and experience as reflected in the information discussed
in each of the directors’ individual biographies set forth below in
order to provide an appropriate mix of experience and skills
relevant to the size and nature of its business.
In connection with the Business Combination (refer to our 2021
Annual Report on Form 10-K for a discussion of the “Business
Combination”), we and the Stockholder Parties (refers collectively
to New Providence Management LLC, a Delaware limited liability
company (“Sponsor”) and the AST Equityholders) entered into the
Stockholders’ Agreement. Pursuant to the Stockholders’ Agreement,
among other things, the AST Equityholders, which include Mr. Avellan (“Avellan”),
Invesat LLC, a Delaware limited liability company (“Invesat”),
Vodafone Ventures Limited, a private limited company incorporated
under the Laws of England and Wales (“Vodafone”), ATC TRS II LLC, a
Delaware limited liability company (“American Tower”), Samsung Next
Fund LLC, a Delaware venture capital investment fund (“Samsung”),
and Rakuten Mobile USA Service Inc., a Delaware Corporation
(“Rakuten USA”), agreed to vote all securities of the
Company that may be voted in the election of our directors held by
such AST Equityholders in accordance with the provisions of the
Stockholders’ Agreement, and the Stockholder Parties agree to take
all necessary action to cause Avellan to be the chairperson of our
Board until the Sunset Date (refer to our 2021 Annual Report on Form 10-K for a
discussion of the “Sunset Date”).
Our equityholders may nominate directors as follows: (a) Avellan
may nominate seven members of our Board of Directors, which amount
includes the two initial vacancies for which Avellan will have the
right, pursuant to the Stockholders’ Agreement, to designate
directors for appointment to such vacancies at any time, as well as
one additional director following the vacancy on the Board of
Directors created by the retirement of Thomas Severson in April
2022; (b) Invesat, Vodafone, Sponsor, and American Tower, each may
nominate one member of our Board of Directors; and (c) Rakuten USA
may nominate two members of our Board of Directors. The AST
Equityholders will agree to vote for each of the foregoing
nominees.
Avellan’s right to nominate directors will decrease in proportion
to the ownership interests of Avellan and his permitted transferees
in the Company’s aggregate outstanding voting power, such that if
Avellan and his permitted transferees: (i) own less than 50% of the
Company’s aggregate outstanding voting power of the Company,
Avellan and his permitted transferees may only nominate five
members of our Board of Directors; (ii) own less than 40% of the
aggregate outstanding voting power of the Company, Avellan and his
permitted transferees may only nominate three members of our Board
of Directors; (iii) own less than 30% of the aggregate outstanding
voting power of the Company, Avellan and his permitted transferees
may only nominate two members of our Board of Directors; (iv) own
less than 20% of the aggregate outstanding voting power of the
Company, Avellan and his permitted transferees may only nominate
one member of our Board of Directors; and (v) own less than 5% of
the aggregate outstanding voting power of the Company, Avellan and
his permitted transferees will no longer be entitled to nominate
any members of our Board of Directors. If the size of our Board of
Directors is increased or decreased, the number of members that
Avellan may designate will increase or decrease proportionately to
the size of our Board of Directors.
Invesat’s nomination right will terminate if it (together with its
permitted transferees) ceases to hold at least 5% of the
outstanding Class A Common Stock of the Company (assuming exchange
of all AST & Science,
LLC’s, a Delaware limited liability company (“AST
LLC”), Common Units
for shares of Class A Common Stock). Vodafone’s nomination right
will terminate if it (together with its permitted transferees)
ceases to beneficially own either (a) at least 5% of the
outstanding Class A Common Stock of the Company or (b) at least 50%
of the Class A Common Stock held by it immediately after the
Closing (assuming exchange of all AST LLC Common Units for shares
of Class A Common Stock). Sponsor’s nomination right will terminate
at the second annual meeting of the stockholders of the Company
following the Closing. American Tower’s nomination right will
terminate if it (together with its permitted transferees) ceases to
hold at least 50% of the Class A Common Stock held by it
immediately after the Closing (assuming exchange of all AST LLC
Common Units for shares of Class A Common Stock). Rakuten USA’s
nomination right with respect to its first designee will terminate
if it (together with its permitted transferees) ceases to hold
either (i) at least 5% of the outstanding Class A Common Stock of
the Company or (ii) at least 50% of the Class A Common Stock held
by it immediately after the Closing (assuming exchange of all AST
LLC Common Units for shares of Class A Common Stock), and Rakuten
USA’s nomination right with respect to its second designee will
terminate if it (together with its permitted transferees) ceases to
hold at least 10% of the outstanding Class A Common Stock of the
Company (assuming exchange of all AST LLC Common Units for shares
of Class A Common Stock).
Controlled Company Exception
As of the date of this Proxy Statement, Avellan and his permitted
transferees hold all of the Class C Common Stock, which prior to
the Sunset Date will entitle such holders to cast the lesser of 10
votes per share and the Class C Share Voting Amount, the latter of
which is a number of votes per share equal to (1) (x) an amount of
votes equal to 88.3% of the total voting power of our outstanding
voting stock, minus (y) the total voting power of our outstanding
capital stock owned or controlled by Avellan and his permitted
transferees, divided by (2) the number of shares of our Class C
Common Stock then outstanding. As a result, as of the date of this
Proxy Statement, Avellan and his permitted transferees control
approximately 88.3% of the combined voting power of our Common
Stock, and may control a majority of our voting power so long as
the Class C Common Stock represents at least 9.1% of our total
Common Stock. The practical effect of the formula used to calculate
the Class C Share Voting Amount is that it will cap the aggregate
voting power of the Class C Common Stock so that, in most
scenarios, the voting power of the Class C Common Stock will not
increase, or will increase more slowly than it would otherwise in
the event the Class C holders acquire additional voting stock in
the Company. As a result of the holdings of Avellan and his
permitted transferees, we qualify as a “controlled company” within
the meaning of the corporate governance standards of Nasdaq. Under
these rules, a listed company of which more than 50% of the voting
power is held by an individual, group or another company is a
“controlled company” and may elect not to comply with certain
corporate governance requirements, including the requirement that
(i) a majority of our Board consists of independent directors, (ii)
we have a compensation committee that is composed entirely of
independent directors and (iii) director nominees be selected or
recommended to our Board by independent directors.
We rely on certain of these exemptions. For example, a majority of
our Board of Directors is not independent. We have in the past, and may
in the future rely on
other exemptions so long as we qualify as a controlled company. To
the extent we rely on any of these exemptions, holders of our Class
A Common Stock will not have the same protections afforded to
stockholders of companies that are subject to all of the corporate
governance requirements of Nasdaq.
Board Diversity
The table below provides certain information with respect to the
composition of our Board. Each of the categories listed in the
table has the meaning ascribed to it in Nasdaq Listing Rule
5605(f).
Board Diversity Matrix (as of August 5, 2022)
Total number of directors: 10
Part I: Gender Identity |
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Female |
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Male |
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Directors |
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1 |
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9 |
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Part II: Demographic Background |
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African American or
Black |
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- |
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- |
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Alaskan Native or
American Indian |
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- |
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- |
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Asian |
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- |
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1 |
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Hispanic or
Latinx |
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1 |
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2 |
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Native Hawaiian or
Pacific Islander |
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- |
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White |
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- |
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6 |
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Two or More Races or
Ethnicities |
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- |
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LGBTQ+ |
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- |
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Did Not Disclose
Demographic Background |
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Risk Oversight
Our Board of Directors is responsible for overseeing our risk
management process. Our Board of Directors focuses on our general
risk management strategy, the most significant risks facing us, and
oversees the implementation of risk mitigation strategies by
management. Our audit committee is also responsible for discussing
our policies with respect to risk assessment and risk management.
Our Board of Directors believes its administration of its risk
oversight function has not negatively affected our Board of
Directors’ leadership structure.
Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act requires our directors and
executive officers and persons who own more than 10% of a
registered class of our equity securities to file reports of
ownership on Form 3 and changes in ownership on Form 4 or 5 with
the SEC and Nasdaq. Such executive officers, directors and
stockholders also are required by SEC rules to furnish us with
copies of all Section 16(a) forms that they file. Based on a review
of the copies of such reports furnished to the Company and written
representations from the Company’s directors and executive officers
that no other reports were required, the Company believes that its
directors, executive officers and 10% stockholders complied with
all Section 16(a) filing requirements applicable to them for the
year ended December 31, 2021.
Communication with the Board
Interested parties who wish to communicate with the Board of
Directors or any individual director can write to the Company at
Midland Intl. Air & Space Port, 2901 Enterprise Lane, Midland,
Texas, 79706, Attn: Secretary. If the person submitting the letter
is a stockholder, the letter should include a statement indicating
such. Depending on the subject matter, the Company will (i) forward
the letter to the director or directors to whom it is addressed;
(ii) attempt to handle the inquiry directly if it relates to
routine or ministerial matters, including requests for information;
or (iii) not forward the letter if it is primarily commercial in
nature or if it is determined to relate to an improper or
irrelevant topic.
A member of management will, at each meeting of the Board, present
a summary of all letters received since the last meeting that were
not forwarded to the Board and will make those letters available to
the Board upon request.
COMMITEES OF THE BOARD
The board has established four standing committees; Audit,
Compensation, Nominating and Governance, and Redemption Election,
each of which operates under a charter that has been approved by
the Board. The charters for each Committee are available in the
“Corporate Governance Overview” section of our investor relations
website at https://investors.ast-science.com.
Audit Committee
Our Audit Committee consists of Julio A. Torres, Alexander Coleman
and Ronald Rubin, with Mr. Torres serving as chair. Our Board has
affirmatively determined that each member of the Audit Committee
qualifies as independent under Nasdaq rules applicable to board
members generally and under Nasdaq rules and Exchange Act Rule
10A-3 specific to audit committee members. All members of our Audit
Committee meet the requirements for financial literacy under the
applicable Nasdaq rules. In addition, each of Messrs. Rubin and
Torres qualifies as an “audit committee financial expert,” as such
term is defined in Item 407(d)(5) of Regulation S-K.
Our Audit Committee is directly responsible for the appointment,
compensation, retention, oversight and termination of our
independent auditor. Additionally, our Audit Committee assists
Board oversight of: (i) the integrity of our financial statements;
(ii) our financial and accounting controls and compliance with
legal and regulatory requirements; (iii) the qualifications,
performance and independence of our independent auditor; and (iv)
our policies on risk assessment and risk management. In connection
with these oversight functions, our Audit Committee receives
reports from, and meets with, our management and independent
auditor. Our Audit Committee receives information concerning our
internal control over financial reporting and any deficiencies in
such control and has established procedures for the confidential
and anonymous submission of concerns to the Audit Committee
regarding questionable accounting, internal controls or auditing
matters. Our Audit Committee is also responsible for reviewing and,
if it determines to be advisable, approving related party
transactions involving the Company and our directors or executive
officers, or their immediate family members, which present issues
regarding financial or accounting matters.
Our Audit Committee met five times during 2021.
Compensation Committee
Our Compensation Committee consists of Adriana Cisneros, Alexander
Coleman and Julio A. Torres, with Mr. Coleman serving as chair. Our
Board has affirmatively determined that each of Ms. Cisneros and
Messrs. Coleman and Torres qualifies as independent under Nasdaq
rules and is a “non-employee director” as defined in Rule 16b-3 of
the Exchange Act.
Our Compensation Committee provides assistance to the Board in
fulfilling its responsibilities relating to the compensation of the
Company’s executive officers. It reviews and determines the
compensation of our executive officers, including the Chief
Executive Officer. Additionally, our Compensation Committee is
responsible for: (i) the review and approval or recommendation to
our Board regarding our incentive compensation and equity-based
plans, policies and programs; (ii) the review and approval of all
employment agreements and severance arrangements for our executive
officers; and (iii) making recommendations to our Board regarding
the compensation of our directors.
Pursuant to its charter, our Compensation Committee has the
authority to retain consultants to assist the Compensation
Committee in its evaluation of executive compensation, as well as
the authority to approve any such consultant’s fees and retention
terms. No such consultants were engaged in 2021.
The Compensation Committee met four times during 2021.
Nominating and Governance Committee
Our Nominating and Governance Committee consists of Adriana
Cisneros, Richard Sarnoff and Julio A. Torres, with Mr. Sarnoff
serving as the chair. Our Board has affirmatively determined that
each of Ms. Cisneros and Messrs. Sarnoff and Torres qualifies as
independent under Nasdaq rules.
Our Nominating and Governance Committee is responsible for: (i)
identifying individuals qualified to become directors; (ii)
overseeing succession planning for our Chief Executive Officer and
other executive officers; (iii) periodically reviewing our Board’s
leadership structure and recommending any proposed changes to our
Board; (iv) overseeing annual evaluation of the effectiveness of
our Board and its committees; and (v) developing and recommending
to our Board a set of corporate governance guidelines.
The Nominating and Governance Committee has met once during 2022
with regards to the 2022 Annual Meeting. No meetings were held in
2021.
Apart from any directors designated by the Stockholder Parties in
accordance with the Stockholders’ Agreement (for so long as such
agreement is in effect), the Nominating and Governance Committee
will identify individuals qualified to become members of the Board
and recommend to the Board the nominees for election to the Board
at the next annual meeting of stockholders. In making any such
recommendations, the Nominating and Governance Committee shall
consider the need to have at least one director on the Board that
is qualified to serve on the Redemption Election Committee of the
Board. In addition, the Nominating and Governance Committee will
review and report to the Board on the qualifications of the
directors so that the Board can determine whether the Board has the
requisite expertise and that its membership consists of persons
with sufficiently diverse and independent backgrounds. The criteria
to be used by the Nominating and Governance Committee in
recommending directors and by the Board in nominating directors
include candidates who have high level of personal and professional
integrity, strong ethics and values and the ability to make mature
business judgement. Additional criteria are set forth in our
corporate governance guidelines; provided, that, such criteria
shall not apply to any nominees designated by the Stockholder
Parties pursuant to the Stockholders’ Agreement for so long as such
agreement is in effect.
Under our Bylaws, nominations of directors may be made only by or
at the direction of the Board of Directors or by a stockholder who
was a beneficial owner of shares of the Company both at the time of
this notice and at the time of the Annual Meeting, entitled to vote
and is present in person in the Annual Meeting.
Redemption Election Committee
Our Redemption Election Committee is responsible for determining
whether, in connection with the redemption of the AST LLC Common
Units by a holder thereof, we, in our capacity as managing member
of AST LLC, should elect to redeem such Common Units for cash or
shares of Class A Common Stock. Our Redemption Election Committee
must be comprised solely of directors who were not nominated under
the Stockholders’ Agreement or other contractual right by, and are
not otherwise affiliated with, any holder of Class B Common Stock
or Class C Common Stock, and currently consists of Alexander
Coleman. Under the Stockholders’ Agreement, the Stockholder Parties
have agreed that, until such date as the Stockholder Parties
collectively control less than 50% of the total voting power of the
Company, (i) the Stockholder Parties will take all necessary action
to cause the Company and our Board of Directors to maintain the
Redemption Election Committee of our Board of Directors and its
delegated powers and (ii) the provisions of the Stockholders’
Agreement relating to the Redemption Election Committee cannot be
amended without the express approval of the Redemption Election
Committee.
No requests related to the redemption of AST LLC Common Units were
made during 2021 and as such, no Redemption Election Committee
meetings were held.
PROPOSALS TO BE VOTED ON
PROPOSAL NO. 1 - ELECTION OF DIRECTORS
The Company’s Bylaws provide that the Board of Directors shall
consist of no less than five or more than nineteen directors, with
the number of directors being fixed by the Board within such range
subject to the Stockholders’ Agreement. Per the Stockholders’
Agreement the Board of Directors shall consist of thirteen
directors. Each director is elected to serve for a term expiring at
the Company’s next annual meeting of stockholders.
All of the Company’s current directors have been nominated for
election at the Annual Meeting to serve for a term expiring at the
Company’s 2023 annual meeting of stockholders. Each of the director
nominees was recommended for election by the Nominating and
Governance Committee and has consented to serve for their term. If
any director nominee should become unavailable to serve as a
director, the Board may designate a substitute nominee. In that
case, the persons named as proxies will vote for the substitute
nominee designated by the Board.
Each of our directors have served on our board since the Business
Combination in 2021. Mr. Avellan also served as a director of AST
& Science, LLC since 2017.
Directors Standing For Election
ABEL AVELLAN
Mr. Avellan, age 51, is AST’s Founder, Chairman, and Chief
Executive Officer since its inception in 2017. Prior to founding
AST, Mr. Avellan served as the founder and Chief Executive Officer
of Emerging Markets Communications (“EMC”), a satellite-based
communications services provider to maritime and other mobility
markets, from 2000 until its sale to Global Eagle Entertainment
Inc. for $550.0 million in July 2016. Following the acquisition of
EMC, Mr. Avellan worked as the President and Chief Strategy Officer
for Global Eagle Entertainment Inc. until April 2017. Mr. Avellan
has over 25 years of success in the space industry and is the
co-inventor of 24 U.S. patents. He was the recipient of the
Satellite Transaction of the Year award by Euroconsult in 2015 and
was named Satellite Teleport Executive of the Year in 2017. Mr.
Avellan has a BS in Electrical Engineering from Simón Bolivar
University. We believe Mr. Avellan is qualified to serve on our
Board of Directors due to his expertise and years of success
developing innovative space-based technologies and continually
proven engineering and management acumen.
TAREQ AMIN
Mr. Amin, age 49, serves as a member of our Board of Directors. Mr.
Amin was appointed Chief Executive Officer of Rakuten Mobile, Inc.,
a subsidiary of Rakuten, Inc. in March 2022. Prior to his
appointment, Mr. Amin served as Group Executive Vice President and
Chief Technology Officer of Rakuten, Inc., one of the world’s
leading Internet service companies, since April 2019, and served as
Chief Technology Officer of Rakuten Mobile, Inc., since June 2018.
Prior to joining Rakuten Mobile, Inc., Mr. Amin served as Senior
Vice President of Technology Development and Automation for
Reliance Jio from April 2013 to June 2018. Prior to that, he served
as Vice President of Carrier Solutions for Huawei and as Senior
Director of National Planning & Performance at T-Mobile. Mr.
Amin currently serves on the board of several private companies.
Mr. Amin holds a bachelor’s degree in electrical engineering and
physics from Portland State University. We believe Mr. Amin is
qualified to serve on our Board of Directors based on his years of
experience in the telecommunications industry.
ADRIANA CISNEROS
Ms. Cisneros, age 42, serves as a member of our Board of Directors.
Since September 2013, Ms. Cisneros has served as the Chief
Executive Officer of Cisneros, a global enterprise focused on media
& entertainment, digital advertising solutions, real estate,
and social leadership, and she served as its Vice Chairman and
Director of Strategy from September 2005 to August 2013. Since
2018, she has served on the board of directors of Mattel Inc. and
also serves on numerous non-profit boards. Ms. Cisneros holds a
B.A. in journalism from Columbia University, a M.A. in Journalism
from New York University and a degree in leadership development
from Harvard University Business School. Based on Ms. Cisneros’
significant leadership experience in media, real estate,
entertainment and digital and consumer products, we believe she is
qualified to serve on our Board of Directors and be part of our
Compensation Committee and our Nominating and Governance
Committee.
ALEXANDER COLEMAN
Mr. Coleman, age 55, serves as a member of our Board of Directors.
Mr. Coleman is currently the Chairman of New Providence Acquisition
Corp. II and a Managing Partner of New Providence Management LLC,
largely focused on investing in public and private consumer-related
companies. He previously served as Chairman of New Providence
Acquisition Corp.’s (“NPA”) board from September 2019 until the
closing of the Business Combination in April 2021 (refer to our
2021 Annual Report on Form 10-K for a discussion of the “Business
Combination”). Mr. Coleman has a broad range of private equity
experience, including but not limited to, as the founder and
Managing Partner of Annex Capital Management LLC, a co-Head and
Managing Partner of Citicorp Venture Capital, Citi’s New York based
leveraged buyout fund and a Managing Investment Partner and co-Head
of Dresdner Kleinwort Capital LLC, Dresdner Bank’s North American
merchant banking group. These positions required Mr. Coleman to
oversee private equity platforms involving control and minority
equity investing, mezzanine, distressed senior debt and
fund-of-funds. Mr. Coleman was also a Managing Partner of Sea
Hunter, a specialized fund focused on the evolving global cannabis
market and a predecessor to Tilt Holdings, where he also acted as
CEO and board member. Mr. Coleman has served as a director and
chairman of the board for numerous private and public companies as
well as not-for-profits. Mr. Coleman received an MBA from the
University of Cambridge and a BA in Economics from the University
of Vermont. Based on Mr. Coleman’s experience leading companies
across many industries, we believe he is qualified to serve on our
Board of Directors, act as Chairman of our Compensation Committee
and be part of our Audit Committee and Redemption Election
Committee.
LUKE IBBETSON
Mr. Ibbetson, age 53, serves as a member of our Board of Directors.
Mr. Ibbetson has worked with Vodafone since 1996 and has led the
Vodafone Group Research and Development Organization since 2013,
which is responsible for all aspects of future research, including
trials of emerging technologies. Mr. Ibbetson serves on the board
of several industry groups and initiatives, including the 5G
Automotive Alliance, and serves as Chairman of the Next Generation
Mobile Networks Alliance Board Strategy committee. Mr. Ibbetson
holds a B.Sc. in electronic engineering and a M.Sc. in
telecommunications from the University of Leeds. We believe Mr.
Ibbetson is qualified to serve on our Board of Directors based on
his years of experience and commitment to innovative thinking in
the telecommunications industry.
EDWARD KNAPP
Mr. Knapp, age 61, serves as a member of our Board of Directors.
Mr. Knapp currently serves as the corporate Chief Technology
Officer for American Tower Corporation. Prior to joining American
Tower in 2017, Mr. Knapp served as Senior Vice President of
Engineering at Qualcomm, where he was responsible for Qualcomm’s
New Jersey Corporate Research Center, from which he managed a
global engineering team of researchers and product engineering
staff. He currently serves on the board of directors of the Center
for Automotive Research. Mr. Knapp holds a B.E. in electrical
engineering from Stony Brook University, an M.S. in electrical
engineering from Polytechnic University (NYU) in New York, and an
M.B.A. from Columbia University. We believe Mr. Knapp is qualified
to serve on our Board of Directors based on based on his more than
forty years of communications technology experience and thirty
years of experience in the development of the global wireless
industry.
HIROSHI MIKITANI
Mr. Mikitani, age 57, serves as a member of our Board of Directors.
Mr. Mikitani is the founder, Chairman and Chief Executive Officer
of Rakuten, Inc. Founded in 1997, Rakuten, Inc. is one of the
world’s leading Internet service companies. In 2018, Mr. Mikitani
was appointed Chief Executive Officer of Rakuten Medical, Inc., a
biotechnology company developing the proprietary Illuminox™
platform as a new standard in precision-targeted anti-cancer
treatment technology, and he has also served as Chairman and a
director of the company since 2016. Mr. Mikitani has served as a
member of the Lyft, Inc. board of directors since March 2015 and
currently serves on the boards of directors of a number of
privately held companies. In 2011, he was appointed Chairman of the
Tokyo Philharmonic Orchestra. He also serves as Representative
Director of the Japan Association of New Economy (JANE). Mr.
Mikitani holds a commerce degree from Hitotsubashi University and
an M.B.A. from Harvard Business School. We believe Mr. Mikitani is
qualified to serve on our Board of Directors based on his extensive
operating and management experience with major technology
companies.
RONALD RUBIN
Mr. Rubin, age 56, serves as a member of our Board of Directors.
Mr. Rubin is the Co-Founder and Managing Director of Tower
Alliance, LLC, a leading provider of outsourced services to
wireless infrastructure owners. Mr. Rubin is also the Co-Founder
and Managing Director of Southcom Holdings I, LLC, which oversees
and implements wireless infrastructure investment and management
strategies in Latin America. Mr. Rubin served as Chief Financial
Officer of Global Tower Partners from 2010 to 2013. Mr. Rubin holds
a B.S. in Accounting from American University and a M.S. in
Taxation from Florida International University and is a Certified
Public Accountant. Based on Mr. Rubin’s years of experience in the
telecommunications industry we believe he is qualified to serve on
our Board of Directors and be part of our Audit
Committee.
RICHARD SARNOFF
Mr. Sarnoff, age 63, serves as a member of our Board of Directors.
Mr. Sarnoff is a partner and Chairman of Media, Americas Private
Equity at Kohlberg Kravis Roberts & Company. He leads its
media, entertainment and education investing activities for private
equity in the Americas. From 2014 through 2017, Mr. Sarnoff served
as Managing Director and Head of the Media and Communications
industry group of Kohlberg Kravis Roberts & Company, leading
investments in the Media, Telecom, Digital Media and Education
sectors in the US. Mr. Sarnoff currently serves on the board of
directors of Chegg, Inc. and of several private companies, as well
as several not-for-profit organizations. Mr. Sarnoff holds a B.A.
in Art and Archeology from Princeton University and an M.B.A. from
Harvard Business School. Based on Mr. Sarnoff’s extensive
experience serving in senior leadership roles, and on the boards of
directors of media and digital technology companies, we believe he
is qualified to serve on our Board of Directors and act as Chairman
of our Nominating and Governance Committee.
JULIO A. TORRES
Mr. Torres, age 55, serves as a member of our Board of Directors.
Mr. Torres has served as the managing partner at Multiple
Equilibria Capital, a financial advisory firm since March 2013. Mr.
Torres has served as the Chief Executive Officer and member of the
board of directors of Andina Acquisition Corp. III since January
2019. From August 2015 to March 2018, Mr. Torres served as Chief
Executive Officer and a member of the board of directors of Andina
Acquisition Corp. II, a blank check company that consummated an
initial business combination with Lazy Days’ R.V. Center, Inc. From
October 2011 through January 2013, Mr. Torres served as Co-Chief
Executive Officer of Andina Acquisition Corp. He also served as a
member of the board of Andina 1 from October 2011 until its merger
in December 2013 with Tecnoglass Inc. and has continued to serve on
the board of Tecnoglass Inc. since such time. Mr. Torres also
serves on the board of several international public companies. Mr.
Torres graduated from the Universidad de los Andes and received an
M.B.A. from the Kellogg Graduate School of Management at
Northwestern University and a master in public administration from
the J.F. Kennedy School of Government at Harvard University. Based
on Mr. Torres’ extensive operational and company governance
experience we believe he is qualified to serve on our Board of
Directors, act as the Chairman of our Audit Committee, and be part
of our Compensation Committee and our Nominating and Governance
Committee.
The Board of Directors Unanimously Recommends that
Stockholders
Vote “For” the Election of All of the Director
Nominees.
DIRECTOR COMPENSATION
Director Compensation Program
In connection with the completion of the Business Combination, we
approved and implemented a compensation program that consists of
annual cash retainer fees and long-term equity awards for the
non-employee directors of our Board of Directors who are not
affiliated with Invesat LLC, Vodafone, American Tower and Rakuten
Mobile Singapore PTE, LTD, a Singapore private limited company
(“Rakuten”), or any of their affiliates (the “Director Compensation
Program”). Messrs. Coleman, Rubin, Sarnoff and Torres are eligible
to participate in the Director Compensation Program. The material
terms of the Director Compensation Program are summarized
below.
Cash Compensation
|
● |
Annual Retainer: $50,000 |
|
● |
Annual Committee Chair Retainer: |
|
○ |
Audit: $20,000 |
|
○ |
Compensation: $15,000 |
|
○ |
Nominating and Governance: $10,000 |
|
● |
Annual Committee Member (Non-Chair Retainer): |
|
○ |
Audit: $10,000 |
|
○ |
Compensation: $7,500 |
|
○ |
Nominating and Governance: $5,000 |
Annual cash retainers are paid in quarterly installments in arrears
and are pro-rated for any partial calendar quarter of
service.
Equity Compensation
|
● |
Initial Grant: Each eligible director who was initially
elected or appointed to serve on our Board of Directors after the
completion of the Business Combination was automatically granted
11,755 RSUs with grant fair value of $110,967 on August 24, 2021.
The initial grant will vest in full on the earlier to occur of (i)
the one-year anniversary of the grant date and (ii) the date of the
annual meeting of the stockholders following the grant date,
subject to the director’s continued service through the vesting
date; provided, however, that the earliest vesting date will be the
2022 annual meeting of stockholders. |
|
|
|
|
● |
Annual Grant: Further, an eligible director who is serving
on the Company’s Board as of the date of the annual meeting of the
stockholders each calendar year beginning with calendar year 2022
will be automatically granted, on such annual meeting date, a
restricted stock unit award with a value of approximately $150,000,
which will vest in full on the earlier to occur of (i) the one-year
anniversary of the applicable grant date and (ii) the date of the
next annual meeting following the grant date, subject to the
director’s continued service through the applicable vesting
date. |
In addition, each such award will vest in full upon a change in
control of the Company (as defined in the 2020 Plan).
Compensation under the Director Compensation Program is subject to
the annual limits on non-employee director compensation set forth
in the 2020 Plan.
Director Compensation for the Fiscal Year Ended December 31,
2021
The following table sets forth information for the fiscal year
ended December 31, 2021 regarding the compensation awarded to,
earned by or paid to our non-employee directors.
Name(1) |
|
Fees Earned or Paid in Cash
($) |
|
|
Equity Awards ($)(2) |
|
|
Total
($) |
|
Tareq Amin |
|
|
- |
|
|
|
- |
|
|
|
- |
|
Adriana Cisneros |
|
|
- |
|
|
|
- |
|
|
|
- |
|
Alexander Coleman(3) |
|
|
55,208 |
|
|
|
110,967 |
|
|
|
166,175 |
|
Luke Ibbetson |
|
|
- |
|
|
|
- |
|
|
|
- |
|
Edward Knapp(3) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
Hiroshi Mikitani |
|
|
- |
|
|
|
- |
|
|
|
- |
|
Ronald Rubin(3) |
|
|
44,167 |
|
|
|
110,967 |
|
|
|
155,134 |
|
Richard Sarnoff(3) |
|
|
44,167 |
|
|
|
110,967 |
|
|
|
155,134 |
|
Julio A. Torres(3) |
|
|
60,729 |
|
|
|
110,967 |
|
|
|
171,696 |
|
|
(1) |
Mr. Avellan, Chairman of the Company’s Board of Directors and Chief
Executive Officer and Mr. Severson, the Company’s former Chief
Financial Officer and Chief Operating Officer, are not included in
this table, as each was an employee of the Company in 2021 and did
not receive compensation for services as a director. All
compensation paid to Messrs. Avellan and Severson for their
services provided to the Company in 2021 is reflected in the
Summary Compensation Table below. |
|
(2) |
On August 24, 2021, the listed non-employee directors were granted
11,755 RSUs. Amounts represent the aggregate grant date fair value
of RSUs computed in accordance with FASB ASC 718. We provide
information regarding the assumptions used to calculate the value
of equity awards in Note 14 to our Consolidated Financial
Statements included in our 2021 Annual Report on Form
10-K. |
|
(3) |
Following the Business Combination, Messrs. Coleman, Knapp, Rubin,
Sarnoff and Torres were appointed to the Company’s Board of
Directors. |
PROPOSAL NO. 2 - RATIFICATION OF APPOINTMENT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee is directly responsible for the appointment,
compensation, retention, and oversight of the independent
registered public accounting firm retained to audit the Company’s
consolidated financial statements. To execute this responsibility,
the Audit Committee engages in a thorough evaluation of (i) the
independent registered public accounting firm’s qualifications,
performance, and independence, (ii) whether the independent
registered public accounting firm should be rotated, and (iii) the
advisability and potential impact of selecting a different
independent registered public accounting firm.
Proposal No. 2 is the ratification of the Audit Committee’s
appointment of KPMG LLP (“KPMG”) as the independent registered
public accounting firm to audit the financial statements of the
Company for fiscal year 2022. The Audit Committee, in its
discretion, may direct the appointment of a different independent
registered public accounting firm at any time during the year if
the Audit Committee determines that such a change would be in the
Company’s and its stockholders’ best interest. KPMG has audited our
financial statements since our fiscal year ended December 31,
2021.
We are not required to have the stockholders ratify the appointment
of KPMG as our independent registered public accounting firm. We
nonetheless are doing so because we believe it is a matter of good
corporate practice. If the stockholders do not ratify the
appointment, the Audit Committee will reconsider the retention of
KPMG, but ultimately may decide to retain KPMG as the Company’s
independent registered public accounting firm. Even if the
appointment is ratified, the Audit Committee, in its discretion,
may change the appointment at any time if it determines that such a
change would be in the best interests of the Company and its
stockholders.
Representatives of KPMG will be present at the annual meeting, will
have the opportunity to make a statement if they desire to do so
and will be available to respond to appropriate
questions.
Change in Independent Registered Accounting Firm
As previously reported on our Current Report on Form 8-K, dated
July 9, 2021, upon the approval of the Audit Committee of our Board
of Directors, Marcum LLP was dismissed as our independent
registered public accounting firm, and KPMG LLP was engaged as our
independent registered public accounting firm effective July 6,
2021.
Marcum’s report on the Company’s financial statements as of
December 31, 2020 and 2019, and for the year ended December 31,
2020 and the period from May 28, 2019 (inception) through December
31, 2019, did not contain an adverse opinion or disclaimer of
opinion, nor were such reports qualified or modified as to
uncertainty, audit scope or accounting principles, except that such
audit report contained an explanatory paragraph in which Marcum
expressed substantial doubt as to the Company’s ability to continue
as a going concern if it did not complete a business combination.
During the period of Marcum’s engagement by the Company, and the
subsequent interim period preceding Marcum’s dismissal, there were
no disagreements with Marcum on any matter of accounting principles
or practices, financial statement disclosure or auditing scope or
procedure, which disagreements if not resolved to the satisfaction
of Marcum, would have caused it to make a reference to the subject
matter of the disagreement in connection with its reports covering
such periods. In its 2020 Annual Report on Form 10-K/A, the Company
disclosed control deficiencies which are material weaknesses. No
other “reportable events,” as defined in Item 304(a)(1)(v) of
Regulation S-K, occurred within the period of Marcum’s engagement
and subsequent interim period preceding Marcum’s
dismissal.
During the period from May 28, 2019 (inception) through December
31, 2020 and the subsequent interim period preceding the engagement
of KPMG, neither the Company nor anyone on its behalf consulted
KPMG regarding either: (i) the application of accounting principles
to a specified transaction, either completed or proposed, or the
type of audit opinion that might be rendered on the Company’s
financial statements, and neither a written report was provided to
the Company or oral advice was provided that KPMG concluded was an
important factor considered by the Company in reaching a decision
as to the accounting, auditing, or financial reporting issue; or
(ii) any matter that was the subject of a disagreement (as
described in Item 304(a)(1)(iv) of Regulation S-K) or a “reportable
event” (as described in Item 304(a)(1)(v) of Regulation
S-K).
The Company provided Marcum with a copy of the dismissal reproduced
in this Proxy Statement and received a letter from Marcum addressed
to the Securities and Exchange Commission, as required by Item
304(a)(3) of Regulation S-K, stating that they agree with the above
statements. This letter was filed as an exhibit to our Current
Report on Form 8-K filed with the SEC on July 9, 2021.
The Board recommends a vote “FOR” the ratification of the
appointment of KPMG
as the Company’s independent registered public accounting firm for
the year ending December 31, 2022.
Proxies received by the Board will be voted “FOR” ratification
unless a contrary
vote is specified.
EXECUTIVE OFFICERS
The following individuals serve as the Company’s current executive
officers as of August 5, 2022:
Name |
|
Position |
Abel Avellan |
|
Chairman of the Board and Chief Executive Officer |
Sean Wallace |
|
Executive Vice President, Chief Financial Officer |
Brian Heller |
|
Executive Vice President, General Counsel and Secretary |
Shanti Gupta |
|
Senior
Vice President, Chief
Accounting Officer |
The Company’s executive officers serve until they resign or are
replaced or removed by the Board of Directors. Biographical
information for Mr. Abel Avellan is set forth in “Proposal No. 1 –
Election of Directors” above. Biographical information for the
Company’s other executive officers is set forth below.
Sean Wallace. Mr. Wallace, age 60, serves as our
Executive Vice President, Chief Financial Officer since May 2022.
Mr. Wallace is an experienced business leader with over 35 years of
finance, banking and management experience. Prior to this
appointment, Mr. Wallace served since May 2020 as the Chief
Financial Officer and Treasurer of Cogent Communications, Inc., a
publicly traded company that is one of the world’s largest
commercial internet service providers. Prior to joining Cogent, Mr.
Wallace was an investor and operator of industrial real estate
projects from 2015 to 2020. He has also held senior management and
banking positions at Standard Chartered, where he was the Global
Head of their origination and coverage business, and at JP Morgan,
where he was their Co-Head of Investment Banking, Asia Pacific and
the leader of their North American Telecom Banking operations. Mr.
Wallace’s experience as a banker has provided him with expertise in
a broad set of financing products, including debt, equity and
project finance, executed primarily for telecommunications
companies. Mr. Wallace received an AB from Harvard College and an
MBA from Harvard Business School.
Brian Heller. Mr. Heller, age 54, serves as our
Executive Vice President, General Counsel and Secretary since
February 2021. Mr. Heller has over twenty years of public company
experience. Prior to joining AST, he served as General Counsel of
Castle Brands Inc., a publicly-traded spirits company, from October
2008 until its sale to Pernod Ricard in October 2019, and as Senior
Vice President - Business and Legal Affairs of Ladenburg Thalmann
Financial Services, a publicly-traded financial services company,
from April 2007 until its sale to a portfolio company of Reverence
Capital Partners in May 2020. He joined Ladenburg from AOL Latin
America, where he served as Associate General Counsel. Previously,
Mr. Heller was a Partner in the Corporate and Intellectual Property
Departments at the Steel Hector & Davis law firm (now Squire
Patton Boggs) in Miami, Florida. Earlier in his career, he served
as a law clerk to the Honorable James Lawrence King of the United
States District Court for the Southern District of Florida. Mr.
Heller received his J.D., cum laude, from Georgetown University Law
Center, where he was Articles Editor of the Georgetown Law Journal,
and his bachelor of science degree from Northwestern University. He
is admitted to practice law in New York and Florida.
Shanti Gupta. Mr. Gupta, age 45, serves as our Senior
Vice President, Chief Accounting Officer since September 2021 and
is responsible for the Company’s financial operations, corporate
accounting, external reporting, and financial planning and
analytics. He brings more than 20 years of global finance and
accounting experience to his role on AST’s leadership team. Before
joining AST, he worked with Ernst & Young LLP in New York from
2014, where he was a Partner and Managing Director in the Financial
Accounting Advisory Services. Previously, he has worked with
Deloitte & Touche LLP in New York and KPMG in India. He earned
his Bachelor of Commerce (Honors) from Shri Ram College of
Commerce, Delhi University, India, and is a licensed Certified
Public Accountant. He is also a Chartered Accountant from The
Institute of Chartered Accountants of India.
EXECUTIVE COMPENSATION
Our executive compensation program is designed to attract, motivate
and retain high quality leadership and incentivize our executive
officers to achieve performance goals over the short- and
long-term, which also aligns the interests of our executive
officers with those of our stockholders.
Our named executive officers (or “NEOs”) for 2021, who consist of
each person that served as our principal executive officer during
2021 and our two other most highly compensated executive officers,
were:
|
● |
Abel Avellan, Chairman of the Board and Chief Executive
Officer |
|
● |
Thomas Severson, Chief Financial Officer and Chief Operating
Officer; and |
|
● |
Brian Heller, Executive Vice President, General Counsel and
Secretary |
Mr. Severson retired from the position of Chief Financial Officer,
Chief Operating Officer and director of the Company in April
2022.
Summary Compensation Table
The following table summarizes the compensation of our NEOs for the
years ended December 31, 2021 and 2020.
Name
and Principal Position |
|
Year |
|
Salary
($) |
|
|
Bonus
($) |
|
|
Equity
Awards ($)(1) |
|
|
All
Other Compensation ($) |
|
|
Total
($) |
Abel
Avellan(2) |
|
2021 |
|
|
8,995 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
8,995 |
Chairman
of the Board and Chief Executive Officer |
|
2020 |
|
|
35,838 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
35,838 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Thomas
Severson(5) |
|
2021 |
|
|
243,879 |
|
|
|
350,000 |
|
|
|
- |
|
|
|
- |
|
|
593,879 |
Former
Chief Financial Officer and Chief Operating Officer |
|
2020 |
|
|
220,313 |
(3) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
220,313 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Brian
Heller(4) |
|
2021 |
|
|
216,542 |
|
|
|
- |
|
|
|
2,050,000 |
|
|
|
- |
|
|
2,266,542 |
Executive
Vice President, General Counsel and Secretary |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Amounts represent the aggregate grant date fair value computed in
accordance with FASB ASC 718 for equity awards granted. We provide
information regarding the assumptions used to calculate the value
of all equity awards made to executive officers in Note 14 to our
Consolidated Financial Statements included in our 2021 Annual
Report on Form 10-K. On August 11, 2021, Mr. Heller received an
award of 350,000 restricted stock units (“RSUs”), 205,000 of which
are subject to time-based vesting and 145,000 of which are subject
to performance-based vesting. The grant date fair value of the
145,000 performance-based RSUs has been reported at $0 based on the
probable outcome of achieving the performance conditions at the
time of grant. The grant date fair value of the performance-based
RSUs assuming achievement of the performance conditions was
$1,450,000. |
|
(2) |
Mr. Avellan has historically asked not to be paid any base salary
in excess of applicable minimum wage requirements under federal law
and, as such, has received substantially below-market base salary.
Effective as of the completion of the Business Combination in April
2021, Mr. Avellan has not received any base salary from the
Company. |
|
(3) |
Effective as of the completion of the Business Combination in April
2021, Mr. Severson’s annual base salary was increased from $225,000
to $250,000 to better align Mr. Severson’s base salary to that of
other similarly-situated executives in our market. |
|
(4) |
Mr. Heller joined the Company in February 2021. |
|
(5) |
Mr. Severson retired from the Company in April 2022. |
Narrative Disclosure to the Summary Compensation
Table
This section discusses the material components of the executive
compensation program for the year ended December 31, 2021 as
applicable to the Company’s NEOs and reflected in the Summary
Compensation Table above.
Salaries. Other than Mr. Avellan, our NEOs receive their
respective base salaries to compensate them for services rendered
to the Company. The base salary payable to each NEO is intended to
provide a fixed component of compensation and reflects the
executive’s skill set, experience, role and responsibilities. As
noted in the Summary Compensation Table, Mr. Avellan, our Chairman
of the Board and Chief Executive Officer, historically asked not to
be paid any base salary in excess of applicable minimum wage
requirements under federal law and received substantially
below-market base salary, and effective as of the completion of the
Business Combination in April 2021, Mr. Avellan has not been
receiving any base salary. Effective as of the completion of the
Business Combination in April 2021, Mr. Severson’s annual base
salary was increased from $225,000 to $250,000 to better align Mr.
Severson’s base salary to that of other similarly-situated
executives in our market.
Long-Term Equity Incentive Compensation. The goal of our
long-term, equity based incentive awards is to align the interests
of the Company’s executives with the interests of stockholders.
Because vesting is based on continued service, equity-based
incentives also foster the retention of our executives during the
award vesting period.
Equity Compensation Plans
AST LLC 2019 Equity Incentive Plan. Prior to the Business
Combination, equity-based incentive awards in the form of options
were issued under the AST LLC Incentive Plan as incentives to its
employees, non-employees, and non-employee members of its Board of
Directors. Following the Business Combination, no further grants
will be made under the AST LLC Incentive Plan. However, the AST LLC
Incentive Plan will continue to govern the terms and conditions of
the outstanding awards granted under it.
SpaceMobile 2020 Incentive Award Plan. In connection with
the Business Combination, the Company adopted the 2020 Incentive
Award Plan (the “2020 Plan”). Awards may be made under the 2020
Plan covering an aggregate number of Class A Common Stock shares
equal to 10,800,000. Any shares distributed pursuant to an award
may consist, in whole or in part, of authorized and unissued common
stock, treasury common stock or common stock purchased on the open
market. The 2020 Plan provides for the grant of stock options,
restricted stock, dividend equivalents, restricted stock units,
incentive unit awards, stock appreciation rights, and other stock
or cash-based awards. Each incentive unit issued pursuant to an
award, if any, shall count as one share for purposes of calculating
the aggregate number of shares available for issuance under the
2020 Plan.
Two types of equity awards have been granted under the 2020 Plan:
(1) service-based options and (2) service-based and
performance-based restricted stock units. Service-based options
typically vest over a four year service period, with 25% of the
award vesting on the first anniversary of the employee’s
commencement date and the balance thereafter in 36 equal monthly
installments. Service-based restricted stock units typically vest
over a four year service period with 25% of the award vesting on
each anniversary of the employee’s vesting commencement date.
Performance-based restricted stock units typically vest when the
specified performance conditions are met. Options typically expire
no later than 10 years from the date of grant.
During 2021, our NEOs received the following long-term incentive
awards under our 2020 Plan:
In August 2021, the Company’s Board of Directors approved an award
of 350,000 RSUs to Mr. Heller, with 205,000 of the RSUs subject to
service-based vesting and 145,000 RSUs subject to performance-based
vesting. The service-based RSUs vest over a four year service
period with 25% of the awards vesting on each anniversary of Mr.
Heller’s vesting commencement date. The performance-based RSUs will
vest upon satisfaction of certain specified performance
conditions.
In connection with Mr. Severson’s retirement, the Company extended
the right to exercise the vested portion of the options to purchase
incentive equity units under the AST LLC Incentive Plan held by Mr.
Severson until April 28, 2023.
See Note 14 to the Company’s Consolidated Financial Statements
included in its 2021 Annual Report on Form 10-K for additional
information regarding the Company’s equity compensation
plans.
Other Elements of Compensation
401(k) Plan. The Company currently maintains a 401(k)
retirement savings plan for its employees, including our NEOs, who
satisfy certain eligibility requirements. Our NEOs are eligible to
participate in the 401(k) plan on the same terms as other full-time
employees. The Plan allows eligible employees to defer a portion of
their compensation, within prescribed limits, on a pre-tax basis
through contributions to the 401(k) plan. Currently, we do not
match contributions made by participants in the 401(k) plan. The
Company believes that providing a vehicle for tax-deferred
retirement savings through our 401(k) plan adds to the overall
desirability of its executive compensation package and further
incentivizes our employees, including NEOs, in accordance with its
compensation policies.
Health/Welfare Plans. All of the Company’s full-time
employees, including NEOs, are eligible to participate in our
health and welfare plans, including medical, dental and vision
benefits, medical and dependent flexible spending account,
short-term and long-term disability insurance, and life
insurance.
Named Executive Officer Offer Letters and Employment
Agreement
Abel Avellan
On July 18, 2018, our subsidiary, AST LLC, entered into an offer
letter with Mr. Avellan, our Chairman and Chief Executive Officer,
setting forth his initial base salary and eligibility to
participate in the Company’s customary health, welfare and fringe
benefit plans. In addition, on December 15, 2017, Mr. Avellan
entered into AST LLC’s form Nondisclosure, Confidentiality,
Assignment and Noncompetition Agreement containing certain
restrictive covenants, including non-compete and non-solicitation
restrictions for a period of one year following a termination or
cessation of employment for any reason.
Thomas Severson
On March 30, 2018, our subsidiary, AST LLC, entered into an offer
letter with Mr. Severson, our former Chief Financial Officer and
Chief Operating Officer, setting forth his initial base salary and
eligibility to participate in AST’s customary health, welfare and
fringe benefit plans. Also, on December 15, 2017, Mr. Severson
entered into AST LLC’s form Nondisclosure, Confidentiality,
Assignment and Noncompetition Agreement containing certain
restrictive covenants, including non-compete and non-solicitation
restrictions for a period of one year following a termination or
cessation of employment for any reason.
On April 28, 2022, Mr. Severson retired from his positions as Chief
Financial Officer, Chief Operating Officer and director of the
Company.
Brian Heller
On February 4, 2021, the Company entered into an employment
agreement with Mr. Heller, our Executive Vice President, General
Counsel and Secretary. Under the employment agreement, Mr. Heller
receives an annual base salary of $250,000 and is eligible to
participate in the Company’s customary health, welfare and fringe
benefit plans. In the event of termination, Mr. Heller is entitled
to a severance payment equal to 50% of his base salary, an annual
bonus earned through the date of termination for the applicable
calendar year based on the achievement of individual and/or Company
performance goals as determined by the Board in its sole
discretion, and acceleration of any unvested portion of the
time-based vesting RSUs equal to (A) (x) the number of days during
the period commencing on the last vesting date prior to the date of
termination and ending on the six-month anniversary of the date of
termination, (y) divided by 365, and multiplied by (B) 51,250.
Also, on February 4, 2021, Mr. Heller entered into the Company’s
form Nondisclosure, Confidentiality, Assignment and Noncompetition
Agreement containing certain restrictive covenants, including
non-compete and non-solicitation restrictions for a period of one
year following a termination or cessation of employment for any
reason.
Outstanding Equity Awards at 2021 Fiscal Year-End
The following table sets forth certain information regarding
equity-based awards of the Company held by the Named Executive
Officers as of December 31, 2021.
|
|
Options |
|
|
Stock Awards |
|
Name |
|
Number of Securities
Underlying
Unexercised Options
(#)
Exercisable
|
|
|
Number of Securities Underlying Unexercised Options (#)
Unexercisable |
|
|
Option Exercise Price ($) |
|
|
Option Expiration Date |
|
|
Number of Shares or Units of Stock That Have Not Vested (#) |
|
|
Market Value of Shares or Units of Stock That Have Not Vested
($) |
|
|
Equity Incentive Plan Awards: Number of Unearned Shares, Units or
Other Rights That Have Not Vested (#) |
|
|
Equity Incentive Plan Awards: Market or Payout Value of Unearned
Shares, Units or Other Rights That Have Not Vested ($) |
|
Abel Avellan |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Thomas Severson(1) |
|
|
1,305,134 |
|
|
|
261,027 |
|
|
|
0.06 |
|
|
|
4/17/2029 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Brian Heller(2) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
205,000 |
|
|
|
1,627,700 |
|
|
|
145,000 |
|
|
|
1,151,300 |
|
|
(1) |
In connection with the Business Combination, the existing AST LLC
options of 108,000 subject to the award granted to Mr. Severson
were converted into options to purchase 1,566,161 AST LLC incentive
equity units at an exercise price of approximately $0.06 per unit.
Each AST LLC incentive equity unit received by Mr. Severson will be
redeemable for one share of Class A Common Stock on the later of
the (i) 24-month anniversary of the completion of the Business
Combination and (ii) six-month anniversary of the vesting date. The
stock award vests over five years, with 1/5th of the total number
of options subject to the stock award vesting on the one-year
anniversary of Mr. Severson’s start date of October 1, 2017 and the
remaining options subject to the stock award vesting in equal
monthly installments over the ensuing 48 months, subject to Mr.
Severson’s continued service on the applicable vesting date. The
stock award will vest in full immediately prior to the completion
of a change in control (as defined in the award agreement), subject
to Mr. Severson’s continued service until such event. Mr. Severson
retired from the position of Chief Financial Officer, Chief
Operating Officer and director of the Company in April 2022. In
connection with his retirement, the Company extended the right to
exercise the vested portion of the options to purchase incentive
equity units under the AST LLC Incentive Plan held by Mr. Severson
until April 28, 2023. |
|
(2) |
Mr. Heller’s stock award is comprised of 205,000 RSUs that vest
over a four year service period, with 25% of the awards vesting on
each anniversary of the vesting commencement date and 145,000 RSUs
that vest upon satisfaction of certain specified performance
conditions. |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
Equity Compensation Plan Information
Prior to the Business Combination, equity-based awards were granted
under the AST LLC 2019 Equity Incentive Plan (“AST LLC Incentive
Plan”). The plan was approved in 2019 by the members of AST LLC.
Following the completion of the Business Combination, no new awards
were granted under the AST LLC Incentive Plan. Awards outstanding
under the AST LLC Incentive Plan are in the form of stock options
to purchase equity incentive units in AST LLC, which are
convertible into the Company’s Class A Common Stock (or the cash
equivalent thereof) as determined by the Company.
The SpaceMobile 2020 Incentive Award Plan allows for the issuance
of up to 10,800,000 shares of the Company’s Class A Common Stock
pursuant to equity-based awards which may be granted under the
plan. The plan was approved by the Company’s stockholders on April
1, 2021.
The following table lists awards previously granted and
outstanding, and securities authorized for issuance, under the plan
as of December 31, 2021.
Plan Category |
|
Number of Securities to be Issued Upon Exercise of Outstanding
Options, Warrants or Rights |
|
|
Weighted-Average Exercise Price of Outstanding Options, Warrants or
Rights |
|
|
Number of Securities Remaining Available for Future Issuance Under
the Equity Compensation Plans (Excluding Outstanding Options,
Warrants, or Rights) |
|
Equity compensation plans approved by stockholders |
|
|
|
|
|
|
|
|
|
|
|
|
SpaceMobile 2020 Incentive Award Plan(1) |
|
|
3,575,146 |
|
|
$ |
10.35 |
|
|
|
7,224,854 |
|
AST LLC 2019 Equity Incentive Plan |
|
|
12,359,322 |
|
|
$ |
0.83 |
|
|
|
453,637 |
(2) |
Equity compensation
plans not approved by stockholders |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
(1) |
Includes 1,889,115 stock options and 1,686,031 restricted stock
awards. Only the stock options have an associated exercise
price. |
|
(2) |
Following the completion of the Business Combination, no new awards
were granted under the AST LLC Incentive Plan. |
Security Ownership of Certain Beneficial Owners and
Management
The following sets forth information regarding the beneficial
ownership of our voting shares by:
|
● |
each person who is known to be beneficial owner of more than 5% of
our voting shares; |
|
● |
each of our named executive officers and directors; and |
|
● |
all of our executive officers and directors as a group. |
Beneficial ownership is determined according to the rules of the
SEC, which generally provide that a person has beneficial ownership
of a security if he, she or it possesses sole or shared voting or
investment power over that security, including options and warrants
that are currently exercisable or exercisable within 60 days. A
person is also deemed to be a beneficial owner of any securities of
which that person has a right to acquire beneficial ownership
within 60 days, provided that any person who acquires any such
right with the purpose or effect of changing or influencing the
control of the issuer, or in connection with or as a participant in
any transaction having such purpose or effect, immediately upon
such acquisition shall be deemed to be the beneficial owner of the
securities which may be acquired through the exercise of such
right. Under these rules, more than one person may be deemed to be
a beneficial owner of the same securities.
Our authorized Common Stock consists of Class A Common Stock, Class
B Common Stock and Class C Common Stock. Holders of Class A Common
Stock and Class B Common Stock are entitled to one vote per share
on all matters submitted to the stockholders for their vote or
approval. Until the Sunset Date, holders of Class C Common Stock
are entitled to the lesser of (i) 10 votes per share and (ii) the
Class C Share Voting Amount on all matters submitted to
stockholders for their vote or approval. From and after the Sunset
Date, holders of Class C Common Stock will be entitled to one vote
per share.
Beneficial ownership of shares of our Common Stock is based on
52,322,161 shares of Class A Common Stock, 51,636,922 shares of
Class B Common Stock and 78,163,078 shares of Class C Common Stock
issued and outstanding as of the Record Date.
Unless otherwise indicated, we believe that all persons named in
the table below have sole voting and investment power with respect
to all shares of voting shares beneficially owned by them. To our
knowledge, none of our shares of Common Stock beneficially owned by
any executive officer or director have been pledged as
security.
Name and Address
of |
|
Class A
Common Stock
|
|
|
Class B
Common Stock
|
|
|
Class C
Common Stock
|
|
|
Combined
Voting
Power
|
Beneficial Owner (1) |
|
Number |
|
|
% |
|
|
Number |
|
|
% |
|
|
Number |
|
|
% |
|
|
(%)(2) |
|
Five percent Holders: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rakuten Mobile, Inc.(3) |
|
|
2,500,000 |
|
|
|
4.8 |
% |
|
|
28,520,155 |
|
|
|
55.2 |
% |
|
|
- |
|
|
|
- |
|
|
|
3.5 |
% |
Invesat LLC (4) |
|
|
200,000 |
|
|
|
* |
|
|
|
9,932,541 |
|
|
|
19.2 |
% |
|
|
- |
|
|
|
- |
|
|
|
1.1 |
% |
Vodafone Ventures Limited (5) |
|
|
1,000,000 |
|
|
|
1.9 |
% |
|
|
9,044,454 |
|
|
|
17.5 |
% |
|
|
- |
|
|
|
- |
|
|
|
1.1 |
% |
ATC TRS II LLC (6) |
|
|
2,500,000 |
|
|
|
4.8 |
% |
|
|
2,170,657 |
|
|
|
4.2 |
% |
|
|
- |
|
|
|
- |
|
|
|
* |
|
Gary Smith(7)(8) |
|
|
3,753,875 |
|
|
|
6.4 |
% |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
* |
|
Directors and Executive Officers: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Abel Avellan |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
78,163,078 |
|
|
|
100 |
% |
|
|
88.3 |
% |
Thomas Severson(9)(10)
|
|
|
- |
|
|
|
- |
|
|
|
1,595,165 |
|
|
|
3.1 |
% |
|
|
- |
|
|
|
- |
|
|
|
2.7 |
% |
Brian Heller |
|
|
51,250 |
|
|
|
* |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
* |
|
Tareq Amin |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Adriana Cisneros(4) |
|
|
200,000 |
|
|
|
* |
|
|
|
9,932,541 |
|
|
|
19.2 |
% |
|
|
- |
|
|
|
- |
|
|
|
1.1 |
% |
Alexander Coleman(8) |
|
|
3,765,630 |
|
|
|
6.4 |
% |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
* |
|
Luke Ibbetson |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Edward Knapp |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Hiroshi Mikitani |
|
|
2,500,000 |
|
|
|
4.8 |
% |
|
|
28,520,155 |
|
|
|
55.2 |
% |
|
|
- |
|
|
|
- |
|
|
|
3.5 |
% |
Ronald Rubin |
|
|
11,755 |
|
|
|
*
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
* |
|
Richard Sarnoff |
|
|
11,755 |
|
|
|
*
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
* |
|
Julio A. Torres |
|
|
11,755 |
|
|
|
*
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
* |
|
All directors and
executive officers, as a group (13 individuals) |
|
|
6,552,145 |
|
|
|
12.5 |
% |
|
|
40,047,861 |
|
|
|
77.6 |
% |
|
|
78,163,078 |
|
|
|
100 |
% |
|
|
93.5 |
% |
|
* Less than 1% |
|
(1) |
Unless otherwise noted, the business address of each of those
listed in the table above is c/o AST SpaceMobile, Inc., Midland
International Air & Space Port, 2901 Enterprise Lane, Midland,
Texas 79706. |
|
(2) |
Percentage of combined voting power represents voting power with
respect to all shares of Class A Common Stock, Class B Common Stock
and Class C Common Stock, voting together as a single class.
Holders of Class A Common Stock and Class B Common Stock are
entitled to one vote per share on all matters submitted to the
stockholders for their vote or approval. Until the Sunset Date,
holders of Class C Common Stock are entitled to the lesser of (i)
10 votes per share and (ii) (x) (A) 88.31% minus (B) the total
voting power of the outstanding stock of the Company (other than
Class C Common Stock) owned or controlled by Avellan and his
permitted transferees, divided by (y) the number of shares of Class
C Common Stock then outstanding on all matters submitted to
stockholders for their vote or approval. From and after the Sunset
Date, holders of Class C Common Stock will be entitled to one vote
per share. |
|
(3) |
Includes 2,500,000 shares of Class A Common Stock held by Rakuten
Mobile, Inc. (“Rakuten Mobile”) and 28,520,155 shares of Class B
Common Stock held by Rakuten USA. The business address of each of
Mr. Mikitani, Rakuten Mobile and Rakuten USA is 1-14-1 Tamagawa,
Setagaya-ku, Tokyo 158-0094 Japan. Mr. Mikitani is the founder,
Chairman and Chief Executive Officer of Rakuten Mobile, which is
the parent company of Rakuten USA, and as such has voting and
investment discretion with respect to the shares of Common Stock
held of record by Rakuten Mobile and Rakuten USA and may be deemed
to have shared beneficial ownership of the shares of Common Stock
held directly by Rakuten Mobile and Rakuten USA. |
|
(4) |
The business address of each of Ms. Cisneros and Invesat is c/o
Cisneros Group of Companies, 700 NW 1st Avenue, Suite 1700, Miami,
Florida 33136. Ms. Cisneros is the president of Invesat and as such
has voting and investment discretion with respect to the shares of
Common Stock held of record by Invesat and may be deemed to have
beneficial ownership of the Common Stock held directly by
Invesat. |
|
(5) |
The business address of Vodafone Ventures Limited is c/o Vodafone
House, The Connection, Newbury, Berkshire, RG14 2FN, United
Kingdom. |
|
(6) |
The business address of ATC TRS II LLC is 116 Huntington Avenue,
11th floor, Boston, MA 02116. |
|
(7) |
The business address of Mr. Smith is 232 Angler Avenue, Palm Beach,
Florida 33480. |
|
(8) |
Includes 1,813,312 shares of Class A common stock and an additional
1,940,563 shares of Class A Common Stock underlying the private
placement warrants. |
|
(9) |
The
Company extended a non-recourse loan in the amount of $1.0 million
that is secured by a pledge of $2.0 million of Mr. Severson’s
equity securities in AST LLC. |
|
(10) |
Mr.
Severson retired from his positions as Chief Financial Officer,
Chief Operating Officer and director of the Company in April
2022. |
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
CEO Equity Ownership
Mr. Avellan, Chief Executive Officer of the Company, and his
permitted transferees hold all of the Class C Common Stock, which,
prior to the Sunset Date described in the Stockholders’ Agreement,
will entitle such holders to cast the lesser of 10 votes per share
and the Class C Share Voting Amount, the latter of which is a
number of votes per share equal to (1) (x) an amount of votes equal
to 88.3% of the total voting power of our outstanding voting stock,
minus (y) the total voting power of our outstanding capital stock
owned or controlled by Mr. Avellan and his permitted transferees
divided by (2) the number of shares of our Class C Common Stock
then outstanding. As a result, Mr. Avellan and his permitted
transferees, control approximately 88.3% of the combined voting
power of our Common Stock, and may control a majority of our voting
power so long as the Class C Common Stock represents at least 9.1%
of our total Common Stock.
Founder Bridge Loan
On July 11, 2019, we entered into a promissory note agreement with
Mr. Avellan, the founder and Chief Executive Officer of the Company
(the “Founder Note”). Under the terms of the original and amended
agreement dated September 10, 2019, the principal
amount borrowed by the Company was $1.75 million bearing interest
at 2.37% per annum. The interest expense related to the Founder
Note was less than $0.1 million for the year ended December 31,
2020. The Company repaid all amounts outstanding relating to the
Founder Note on March 3, 2020.
Nano
Share Sale and Purchase Agreement
On
July 2, 2022, AST LLC entered into a share sale and purchase
agreement (the “Share Sale and Purchase Agreement”) for the sale of
all of its 51% interest in its subsidiary, Nano (the “Share Sale”).
The Share Sale and Purchase Agreement provides for a purchase price
of no less than €65.0 million in total enterprise value for the
purchase of Nano, which is estimated to result in gross cash
proceeds of approximately €26.5 million to the Company for the sale
of its Nano shares, subject to customary working capital and net
debt adjustments. The completion of the Share Sale is subject to
certain customary closing conditions, including receipt of all
required regulatory approvals, and is expected to close in the
third quarter of 2022. In connection with closing of the Share
Sale, AST LLC is expected to enter into a cooperation agreement
with Nano relating to ongoing commercial arrangements following
closing of the Share Sale.
In addition, pursuant to the terms of the Share Sale and Purchase
Agreement, InMotion, which is wholly-owned by Abel Avellan and
considered a related party to the Company, will receive
approximately €7.7 million on account of the option it holds to
acquire shares of Nano. The Company does not have any ownership
interest in InMotion and will not receive any of these
proceeds.
Nano Financing Agreement
On January 12, 2022, we entered into a financing agreement (the
“Nano Financing Agreement”) with Nano, pursuant to which we made
available to Nano a revolving loan for up to €1.5 million, whereby
Nano has the ability to draw up to €0.8 million at a time subject
to certain conditions. The loan will bear interest at a rate of
4.00% per annum payable annually on the last day of each calendar
year, or 7% upon an Event of Default as defined in the loan
agreement. Principal payments will be due and payable upon the
issuance and/or sale of equity securities of Nano, and each
calendar quarter if Nano’s consolidated cash exceeds €4.0 million,
with the final remaining balance of unpaid principal and interest
due on December 1, 2023. As of the date of the Proxy Statement,
$0.3 million is outstanding under the Nano Financing Agreement. The
Nano Financing Agreement was accounted for as an intercompany
transaction in our consolidated financial statements.
InMotion Holdings LLC
We own 51% of and control NanoAvionika UAB, a private limited
liability company organized and existing under the law of the
Republic of Lithuania (“Nano Lithuania”). Pursuant to that certain
Investment Agreement dated November 7, 2017 (the “Investment
Agreement”) by and among Nano Lithuania, InMotion Holdings, LLC, a
Delaware limited liability company wholly-owned by the Company’s
Chief Executive Officer and Chairman of the Board, Mr. Avellan
(“InMotion”), and the other parties to the Investment Agreement,
InMotion owns one share of Nano Lithuania. Pursuant to the terms of
a Service Agreement between Nano Lithuania and InMotion dated March
1, 2018 (the “Services Agreement”), InMotion is to provide
consulting services including but not limited to marketing, sale
support and general management support to Nano Lithuania. In
connection with the Service Agreement, InMotion is entitled to
receive an option to acquire 2,919 newly issued shares of Nano
Lithuania at €305.64 per share (the “Option”) and a management fee
totaling $15,000 per month; however, during the term of the Service
Agreement, no management fees have been billed to, or collected
from, Nano Lithuania, and InMotion intends to enter into an
amendment to the Service Agreement to provide that its sole
compensation under the Service Agreement will be the Option. In
addition, we own 51% of and control NanoAvionics US LLC, a Delaware
limited liability company (“Nano US”). Pursuant to that certain
Limited Liability Company Operating Agreement dated February 21,
2020 (the “Operating Agreement”) by and among Nano US, InMotion,
and the other parties to the Operating Agreement, InMotion owns one
share of Nano US and an option to acquire 2,919 newly issued shares
of Nano US at an equivalent price per share as the option in Nano
Lithuania, representing collectively with such one share, a 13%
interest on a fully-diluted basis.
Support Services Agreement
On January 20, 2020, we entered into the Support Services Agreement
with Finser Corporation (“Finser”), which is part of the Cisneros
Group of Companies, of which Ms. Cisneros, a member of the Board of
Directors, is the Chief Executive Officer, whereby Finser will
provide the Company consulting and administrative support services.
We incurred less than $0.3 million and $0.2 million in consulting
services for the years ended December 31, 2021 and 2020,
respectively, which were included within the general and
administrative expenses on the Consolidated Statements of
Operations contained in our 2021 Annual Report on Form 10-K. The
Support Service Agreement was terminated on June 30, 2022 and
payment under the agreement did not exceed $120,000 for the year
ended December 31, 2022.
Vodafone
We and Vodafone have agreed to enter into one or more definitive
agreements for a commercial partnership that is anticipated to use
the SpaceMobile Service (the “Vodafone Commercial Agreements”). In
connection with the commercial agreement, we have agreed not to
enter into any agreement, term sheet, or letter of intent that
grants another party the rights related to the provision of mobile
services in the Vodafone markets or Vodafone partner markets prior
to the execution of the Vodafone Commercial Agreements.
The Vodafone Commercial Agreements are to include mutual
exclusivity, conditioned upon Vodafone making the SpaceMobile
Service available to all of its customers and certain promotional
efforts, within all Vodafone markets for five years commencing on
the launch of a commercial service in all of the Vodafone markets;
preferential commercial terms in Vodafone partner markets; 50/50
revenue share for the SpaceMobile Service in Vodafone exclusivity
markets; and the procurement, building and operating of mobile
network ground stations at a mutually agreed cost by Vodafone. No
payments have been made to date between us and Vodafone pursuant to
the anticipated Vodafone Commercial Agreements. Vodafone has the
right to designate one individual to the Board of Directors.
Currently, Vodafone’s designee is Luke Ibbetson, Head of Group
Research & Development, Vodafone.
Also, we entered into a side letter with Vodafone dated December
15, 2020, under which we have agreed (i) not to enter into any
material corporate strategic relationship or material commercial
agreement with a party other than Vodafone and its affiliates that
would be reasonably expected to materially frustrate our ability to
satisfy obligations under the Vodafone Commercial Agreements with
certain exceptions, (ii) to allocate sufficient funds in the
capital budget to facilitate compliance with obligations under the
Vodafone Commercial Agreements and (iii) not to alter our business
plan in a manner that is materially detrimental to our ability to
satisfy obligations under the Vodafone Commercial
Agreements.
American Tower
We and American Tower have entered into a side letter agreement
that was subsequently amended and restated on December 15, 2020 to
reflect the transactions and agreements contemplated by the Equity
Purchase Agreement (refer to our 2021 Annual Report on Form 10-K for a
discussion of the “Equity Purchase Agreement”) between us and NPA (the “Amended
and Restated Letter Agreement”). The Amended and Restated Letter
Agreement contemplates that we and American Tower will enter into
commercial agreements to use American Tower facilities for the
terrestrial gateway facilities in certain markets. The term of the
operational agreement with American Tower is for an anticipated
five years after the initial launch of commercial mobile services
by us.
On March 22, 2022, we and American Tower entered into a non-binding
term sheet reflecting the terms and conditions for the deployment
of our gateway satellite technology equipment on property owned and
operated by American Tower. Under the agreement, American Tower
will provide us leased space and managed services at its current
and future tower sites and data centers under a global master lease
agreement to be entered into by the parties.
The usage of any American Tower services in a Vodafone market will
be memorialized in a commercial agreement among all three parties.
In markets where Vodafone does not operate (“Carrier Neutral
Markets”), we and American Tower may enter into an agreement for
American Tower to manage the operation of our deployed gateway
facility in such market. In Carrier Neutral Markets where we
require a third party to provide a gateway facility or services, we
agree to not accept any bid that is inferior to American Tower’s
best and final proposal for such gateway facility or services. We
also agree to use commercially reasonable efforts to utilize
American Tower facilities in (i) Vodafone markets where Vodafone
decides to not use its facilities, (ii) Carrier Neutral Markets,
and (iii) instances where we require a third-party
vendor.
Additionally, we will work with American Tower to evaluate and plan
gateway facility and radio access network data center deployments
with preferred vendor status to offer carrier-neutral hosting
facilities in certain equatorial markets. American Tower will serve
as the preferred vendor for carrier neutral hosting facilities. We
will pay American Tower a monthly connection fee for use of a
carrier-neutral hosting facility, which we expect will be charged
back to each applicable MNO. If we and American Tower agree to
construct a new carrier-neutral hosting facility or improve an
existing one and American Tower elects to fund all such capital
expenditures, American Tower will provide us with a fair-market,
long-term lease to such facility. No payments have been made to
date between us and American Tower under the Amended and Restated
Letter Agreement. American Tower has the right to designate one
individual to the Board of Directors. Currently, American Tower’s
designee is Ed Knapp, Chief Technology Officer, American
Tower.
Rakuten
On February 4, 2020, we entered into a commercial agreement with
Rakuten for the development of exclusive network capabilities in
Japan compatible with the mobile network of Rakuten and its
affiliates, which agreement was amended and restated as of December
15, 2020 (the “Rakuten Agreement”). Under the terms of the Rakuten
Agreement, we agree to make investments in building network
capabilities in Japan that are compatible with the mobile network
of Rakuten and its affiliates. Furthermore, we will collaborate
with Rakuten to ensure network capability with Rakuten’s licensed
frequencies, including full coverage in Japan with 3GPP Band 3
frequencies with MIMO capability. Upon the launch of such coverage,
Rakuten will receive unlimited, exclusive rights and usage capacity
in Japan in exchange for a $0.5 million annual maintenance fee
payable to us or our successors. Furthermore, we will make $5.0
million (or such lesser amount as mutually agreed upon the parties)
in capital investments towards the design, construction,
acquisition and implementation of ground communication assets. We
and Rakuten will receive unlimited rights and usage of the ground
assets for their respective operations, including, but not limited
to, satellite and other telecommunication communications. The
Rakuten Agreement includes a commercial roadmap for our satellite
launches with key performance indicators (“KPIs”) that we must
meet. If the applicable KPIs are not met for the last two phases of
the satellite launch program in accordance with such commercial
roadmap or if we become subject to any bankruptcy proceeding or
become insolvent, we shall pay to Rakuten a penalty amount of $10.0
million.
The term of the Rakuten Agreement shall remain in effect until we
or our successor fulfills obligations under the Rakuten Agreement.
No payments have been made to date between us and Rakuten under the
Rakuten Agreement. Rakuten has the right to designate two
individuals to our Board of Directors. Currently, Rakuten’s
designees are Hiroshi Mikitani, Founder, Chairman and Chief
Executive Officer, Rakuten, Inc., and Tareq Amin, Chief Executive
Officer, Rakuten Mobile.
Agreement with former Chief Financial Officer and
Director
On May 16, 2022, the Company entered into a consulting agreement by
and between the Company, AST LLC, and Thomas Severson, the former
Chief Financial Officer, Chief Operating Officer and director of
the Company (the “Consulting Agreement”) to assist with the
transition of his duties. Under the Consulting Agreement, Mr.
Severson will provide consulting services through April 6, 2023,
and the Company will reimburse any of Mr. Severson’s reasonable
out-of-pocket expenses. Mr. Severson has also agreed to certain
transfer restrictions relating to the Company’s securities. Mr.
Severson has subsequently indicated to the Company that he is no
longer able to provide consulting services and as of July 22, 2022,
pursuant to the terms of the Consulting Agreement, Mr. Severson is
no longer performing consulting services for the
Company.
Further, on May 16, 2022, the Company extended a non-recourse loan
in the amount of $1.0 million at an interest rate of 8.00% per
annum to Mr. Severson. Both the loan and interest on the loan are
due for repayment on the second anniversary of its effective date.
The loan may be prepaid at any time and is subject to certain
mandatory prepayment conditions. The loan is secured by a pledge of
$2.0 million of Mr. Severson’s equity securities in AST LLC. No
amount was drawn under the loan as of the date of this
report.
FEES TO INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
KPMG LLP (“KPMG”) served as the independent registered public
accounting firm for the Company beginning July 2021. BDO USA LLP
(“BDO”) served as the independent registered public accounting firm
for the predecessor entity, AST LLC, for the year ended December
31, 2020. Marcum LLP (“Marcum”) served as the independent
registered public accounting firm for the Company during the year
2021 until the appointment of KPMG as the independent registered
public accounting firm in July 2021. The following table represents
fees for professional services rendered by KPMG, Marcum and BDO for
the years ended December 31, 2021 and 2020.
|
|
2021 |
|
|
2020 |
|
Audit
Fees |
|
$ |
543,703 |
|
|
$ |
237,484 |
|
Audit-Related
Fees |
|
|
- |
|
|
|
393,253 |
|
Tax Fees |
|
|
1,018,978 |
|
|
|
157,297 |
|
All Other
Fees |
|
|
- |
|
|
|
- |
|
Total
Fees |
|
$ |
1,562,681 |
|
|
$ |
788,034 |
|
Audit fees include fees associated with the annual audit of our
consolidated financial statements for the years ended December 31,
2021 and 2020, review of quarterly financial statements and
statutory audit of certain foreign subsidiaries. Audit fees for the
year ended December 31, 2021 include $0.4 million of audit services
provided by KPMG and $0.1 million of audit services provided by
Marcum. All audit fees for the year ended December 31, 2020 were
associated with audit services provided by BDO.
Audit-related fees for the year ended December 31, 2020 were paid
to BDO for services associated with NPA’s proxy statement related
to the proposed Business Combination. Audit-related fees for the
year ended December 31, 2021 do not include $0.5 million in
additional fees associated with services for NPA’s proxy statement
related to the proposed Business Combination, the resale
Registration Statements on Form S-1 filed by the Company in May and
June 2021 and predecessor workpaper access provided by BDO during
2021. These 2021 fees were incurred while BDO no longer served as
AST LLC’s independent registered public accounting firm.
Tax fees include fees associated with tax compliance services,
including the preparation, review, and filing of certain tax
returns, as well as tax consulting services. Tax fees for the year
ended December 31, 2021 include $0.8 million for services provided
by KPMG prior to being appointed as the independent registered
public accounting firm for the Company. These include $0.6 million
of non-recurring tax consulting services associated with the
establishment of the umbrella partnership corporation (“UP-C”)
structure and $0.2 million for tax compliance services. The
remaining $0.2 million include $0.1 million for tax consulting
services and $0.1 million for tax compliance services provided
after KPMG was appointed as the independent registered public
accounting firm for the Company. All tax fees for the year ended
December 31, 2020 were associated with tax consulting services
provided by BDO.
Under its charter, the Company’s Audit Committee must review and
pre-approve both audit and permitted non-audit services provided by
the Company’s independent registered public accounting firm and
shall not engage the independent registered public accounting firm
to perform any non-audit services prohibited by law or regulation.
Each year, the independent registered public accounting firm’s
retention to audit the Company’s financial statements, including
the associated fee, is approved by the Audit Committee. Consistent
with the policies and procedures of our written charter, all audit
and tax services set forth above for 2021 were pre-approved by our
Audit Committee, which concluded that the provision of such
services by KPMG were compatible with the maintenance of the firm’s
independence. The Audit Committee has delegated to the Chairman of
the Audit Committee the authority to evaluate and approve
engagements on behalf of the Audit Committee in the event that a
need arises for pre-approval between regular Audit Committee
meetings. If the Chairman so approves any such engagements, he will
report that approval to the full Audit Committee at the next Audit
Committee meeting.
OTHER INFORMATION
Voting information
Who Can Vote. Record holders of the Company’s Class A Common
Stock, Class B Common Stock and Class C Common Stock as of the
close of business on July 18, 2022, the Record Date, may vote at
the Annual Meeting. As of the close of business on the Record Date,
52,322,161 shares of Class A Common Stock, 51,636,922 shares of
Class B Common Stock, 78,163,078 shares of Class C Common Stock and
11,498,693 warrants to purchase shares of Class A Common Stock,
were issued and outstanding and entitled to vote.
Voting Rights. Holders of Class A Common Stock, Class B
Common Stock and Class C Common Stock will vote together as a
single class on each of the proposals. Holders of the Company’s
Class A Common Stock and Class B Common Stock are entitled to one
vote per share on each matter, with all holders of the Company’s
Class A Common Stock and Class B Common Stock having in the
aggregate 7.3% and
5.8% of the general
voting power, respectively. Holders of Class C Common Stock are
entitled to the lesser of (i) ten votes per share and (ii) the
Class C Share Voting Amount on all matters submitted to
stockholders for their vote or approval. At this year’s Annual
Meeting, each outstanding share of the Company’s Class C Common
Stock will be entitled to ten votes on each matter, with holders of
the Company’s Class C Common Stock having in the aggregate
88.3% of the general
voting power.
Voting by Proxy. You may vote your proxy by mail, using the
internet or by telephone, each as more fully explained below. In
each case, we will vote your shares as you direct. When you vote
your proxy, you can specify whether you wish to vote for or against
or abstain from voting on each nominee for Director and the
ratification of the selection of KPMG LLP as the Company’s
independent registered public accounting firm for fiscal year
2022.
How to Vote. If any other matters are properly presented for
consideration at the Annual Meeting, the persons named on the
voting website and your proxy card as the Proxy Committee (the
“Proxy Committee”) will have discretion to vote for you on those
matters. At the time this Proxy Statement was printed, we knew of
no other matters to be raised at the Annual Meeting. Attending the
virtual Annual Meeting will not be deemed to revoke your
proxy.
|
● |
Vote by Mail |
|
|
You can vote your shares by completing and mailing the enclosed
proxy card to us that we receive it before 11:59 p.m. Eastern Time
on Wednesday, September 14, 2022. |
|
|
|
|
● |
Vote by Internet |
|
|
You can vote your shares via the internet on the voting website,
which is www.proxypush.com/ASTS.
Internet voting is available 24 hours a day, seven days a week,
until 11:59 p.m. Eastern Time on Wednesday, September 14, 2022. Our
internet voting procedures are designed to authenticate
stockholders through individual control numbers. If you received
a proxy card in the mail and choose to vote via the internet, you
do not need to return your proxy card. |
|
● |
Vote by Telephone |
|
|
If you reside in North America, you can also vote your shares by
telephone by calling the toll-free number provided on the voting
website www.proxypush.com/ASTS
and on the proxy card. Telephone voting is 24 hours a day, seven
days a week, until 11:59 p.m. Eastern Time on Wednesday, September
14, 2022. Easy-to-follow voice prompts allow you to vote your
shares and confirm that your instructions have been properly
recorded. Our telephone voting procedures are designed to
authenticate stockholders through individual control numbers. If
you received a proxy card in the mail and choose to vote by
telephone, you do not need to return your proxy
card. |
|
|
|
|
● |
Vote by Remote Communication at the Virtual Annual
Meeting |
|
|
See “Attending the Annual Meeting” below. |
Virtual Meeting. After careful consideration, the Board has
determined to hold a virtual meeting in order to facilitate
stockholder attendance and participation by enabling stockholders
to participate from any location and at no cost. To participate in
the Annual Meeting, stockholders as of the record date, or their
duly appointed proxies, must register to attend the meeting online.
Once registered, you will receive an email confirmation. On the day
of the Annual Meeting you will receive an email one hour prior to
the start of the meeting, at or about 9:00 a.m. Eastern Time with a
link. This link will allow you to access the meeting 15 minutes
prior the Annual Meeting’s start time of 10:00 a.m., Eastern Time,
on September 15, 2022. If you encounter any difficulties accessing
the virtual meeting during the check-in or meeting time, please
call the technical support number that will be posted on the
virtual stockholder meeting log in page.
We are committed to ensuring that stockholders will be afforded the
same rights and opportunities to participate as they would at an
in-person meeting. You will be able to attend the meeting online,
vote your shares electronically and submit questions during the
meeting by visiting www.proxydocs.com/ASTS. We will try to
answer as many stockholder-submitted questions as time permits that
comply with the meeting rules of conduct. However, we reserve the
right to edit inappropriate language or to exclude questions that
are not pertinent to meeting matters or that are otherwise
inappropriate. If we receive substantially similar questions, we
will group such questions together and provide a single response to
avoid repetition. Instructions on how to attend and participate via
the Internet, including how to demonstrate proof of ownership, will
be posted at www.proxydocs.com/ASTS.
Webcast replay of the Annual Meeting will be available until the
sooner of September 15, 2023 or the date of the next annual meeting
of stockholders to be held in 2023.
Deadline for Submitting Shareholder Proposals for 2023 Annual
Meeting. Rules under the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), describes standards as to the
submission of shareholder proposals. A shareholder proposal
intended for inclusion in the Company’s proxy statement and form of
proxy for the 2023 annual meeting of stockholders must be received
by the Corporate Secretary of the Company on or before April 7,
2023, unless the date of the 2023 annual meeting is changed by more
than 30 days from the anniversary of our 2022 annual meeting, in
which case the deadline will be as set forth in Rule 14a-8 of the
Exchange Act. In addition to satisfying the requirements under the
Company’s Bylaws, to comply with the universal proxy rules,
shareholders who intend to solicit proxies in support of director
nominees other than the Company’s nominees for the 2023 annual
meeting of shareholders must provide notice that sets forth the
information required by Rule 14a-19 under the Exchange Act no later
than July 17, 2023.
Questions During the Annual Meeting. Only our stockholders
of record as of July 18, 2022, are permitted to ask questions
during the Annual Meeting. If you wish to submit a question during
the Annual Meeting, log into the virtual meeting platform at
www.proxydocs.com/ASTS, type your question into the “Ask a
Question” field, and click “Submit.” Questions relevant to Annual
Meeting matters will be answered during the Annual Meeting, subject
to time constraints. Generally, stockholder questions must be
relevant to the agenda items then before the Annual Meeting.
Stockholder questions or remarks must be pertinent to matters
addressed at the Annual Meeting. Questions from multiple
stockholders on the same topic or that are otherwise related may be
grouped, summarized, and answered together.
Revocation of Proxies. You can revoke your proxy at any time
before it is exercised at the Annual Meeting by taking any one of
the following actions: (1) you can follow the instructions given
for changing your vote using the internet or by telephone or
deliver a valid written proxy with a later date; (2) you can notify
the Corporate Secretary of the Company in writing that you have
revoked your proxy (using the address in the Notice of Annual
Meeting of Stockholders above); or (3) you can vote by remote
communication at the Annual Meeting.
Quorum. The presence, in person (including virtually) or by
proxy, of the holders of shares of outstanding capital stock of the
Company representing a majority of the voting power of all
outstanding shares of capital stock of the Company entitled to vote
at the Annual Meeting will constitute a quorum for the transaction
of business. Abstentions, withheld votes, and broker non-votes, if
any, will be included in the calculation of the number of shares
considered to be present at the meeting to determine whether a
quorum has been established.
Broker Non-Votes. A “broker non-vote” occurs when your
broker submits a proxy for your shares but does not indicate a vote
for a particular proposal because the broker does not have
authority to vote on that proposal and has not received voting
instructions from you. “Broker non-votes” are not counted as votes
for or against the proposal in question or as abstentions, nor are
they counted to determine the number of votes present for the
particular proposal.
Stockholders of Record. If your shares are registered
directly in your name with Continental Stock Transfer & Trust
Company, the Company’s stock transfer agent (“Continental”), you
are considered the stockholder of record with respect to those
shares. If you are a registered stockholder and do not vote by
internet or telephone, or return your voted proxy card, your shares
will not be voted. If you submit your proxy card with an unclear
voting designation or no voting designation at all, your shares
will be voted in favor of the particular proposal by the Proxy
Committee.
Street Name Stockholders. If your shares are held in a stock
brokerage account or by a bank or other nominee, you are considered
the beneficial owner of the shares but not the stockholder of
record, and your shares are held in “street name.” If you are a
beneficial owner whose shares are held by a broker, your broker has
discretionary voting authority to vote your shares for the
ratification of KPMG LLP, even if your broker does not receive
voting instructions from you. However, your broker does not have
discretionary authority to vote on any of the other matters to be
voted on at the Annual Meeting without instructions from you, in
which case a broker non-vote will occur. It is important that you
instruct your broker on how to vote your shares.
Confidential Voting. All proxies, ballots and vote
tabulations that identify stockholders are confidential. An
independent tabulator will receive, inspect and tabulate your proxy
whether you vote by mail, using the internet or by telephone. Your
vote will not be disclosed to anyone other than the independent
tabulator without your consent, except if doing so is necessary to
meet legal requirements.
Solicitation of Proxies. The Board is making this
solicitation of proxies for the Annual Meeting. We will bear all
costs of this solicitation, including the cost of preparing and
distributing this Proxy Statement, the Annual Report and the
enclosed form of proxy card and including the cost of hosting the
virtual meeting. After the initial distribution of this Proxy
Statement, proxies may be solicited by mail, telephone, or
personally by directors, officers, employees, or agents of the
Company. Brokerage houses and other custodians, nominees and
fiduciaries will be requested to forward soliciting materials to
beneficial owners of shares held by them for the accounts of
beneficial owners, and we will pay their reasonable out-of-pocket
expenses.
Other Matters. As of the date of this Proxy Statement’s
printing, we do not intend to submit any matters to the Annual
Meeting other than those set forth herein, and we know of no
additional matters that will be presented by others.
|
BY ORDER OF THE BOARD OF DIRECTORS |
|
|
|
 |
|
Abel Avellan |
|
Chairman, Chief Executive Officer |
|
and President |
August 5, 2022
AST SpaceMobile (NASDAQ:ASTS)
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From Jan 2023 to Feb 2023
AST SpaceMobile (NASDAQ:ASTS)
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From Feb 2022 to Feb 2023