DEF 14A
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SCHEDULE 14A INFORMATION

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:

   Preliminary Proxy Statement
   Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
   Definitive Proxy Statement
   Definitive Additional Materials
   Soliciting Material under Rule 14a-12

 

VIASAT, 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):
No fee required.
Fee paid previously with preliminary materials.
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11


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LOGO

 

  NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Meeting Information

 

     

DATE:

September 1, 2022

 

TIME:

8:30 a.m. Pacific Time

 

PLACE:

Virtual Meeting

 

RECORD DATE:

July 7, 2022

     

Dear Fellow Stockholder:

You are cordially invited to attend our 2022 annual meeting of stockholders, which will be held on September 1, 2022 at 8:30 a.m. Pacific Time. This year’s annual meeting will be a completely virtual meeting of stockholders. We are hosting our annual meeting exclusively online via live webcast to safeguard the health and well-being of our stockholders and employees in light of the public health impact of the coronavirus (COVID-19) pandemic. To participate, vote or submit questions during the annual meeting via live webcast, please visit: www.virtualshareholdermeeting.com/VSAT2022. There will not be a physical location for the annual meeting. We are holding the annual meeting for the following purposes:

 

  1.

To elect Richard Baldridge, James Bridenstine and Sean Pak to serve as Class II Directors for a three-year term to expire at the 2025 annual meeting of stockholders.

 

  2.

To ratify the appointment of PricewaterhouseCoopers LLP as Viasat’s independent registered public accounting firm for fiscal year 2023.

 

  3.

To conduct an advisory vote on executive compensation.

 

  4.

To approve an amendment and restatement of the 1996 Equity Participation Plan.

 

  5.

To transact other business that may properly come before the annual meeting or any adjournments or postponements of the meeting.

These items are fully described in the proxy statement, which is part of this notice. We have not received notice of other matters that may be properly presented at the annual meeting.

All stockholders of record as of July 7, 2022, the record date, are entitled to vote at the annual meeting. Your vote is very important. Whether or not you expect to attend the virtual annual meeting, please vote via one of the methods specified below as soon as possible to ensure that your shares are represented at the annual meeting.

How to Vote Prior to the Annual Meeting

 

LOGO   LOGO   LOGO
Call the telephone number specified on your
proxy card or voting instruction form provided
by your bank or broker
  Sign, date and return your proxy card or voting
instruction form in the postage-paid envelope
provided
 

Follow the instructions in your proxy card or
voting instruction form to vote at
www.proxyvote.com prior to 11:59 p.m.
Eastern Time on

August 31, 2022

 

By Order of the Board of Directors

 

/s/ Mark Dankberg

 

Mark Dankberg

Chairman of the Board and Chief Executive Officer

Carlsbad, California

July 22, 2022

YOUR VOTE IS IMPORTANT.

WHETHER OR NOT YOU PLAN TO ATTEND THE VIRTUAL ANNUAL MEETING,

PLEASE SIGN, DATE AND RETURN THE ACCOMPANYING PROXY CARD.


Table of Contents

TABLE OF CONTENTS

 

GENERAL INFORMATION

 

 

1

 

About the Annual Meeting and Voting

 

 

1

 

PROXY STATEMENT SUMMARY

 

 

5

 

CORPORATE GOVERNANCE PRINCIPLES AND BOARD MATTERS

 

 

6

 

Board Responsibilities

 

 

6

 

Board Leadership and Independence

 

 

7

 

Board Committee Composition

 

 

8

 

Board Evaluation and Refreshment

 

 

9

 

Communications with the Board

 

 

10

 

Stockholder Engagement

 

 

11

 

PROPOSAL 1: ELECTION OF DIRECTORS

 

 

12

 

Overview

 

 

12

 

Board Diversity Matrix

 

 

13

 

Class II Directors Nominated for Election at this Annual Meeting

 

 

14

 

Class III Directors with Terms Expiring in 2023

 

 

15

 

Class I Directors with Terms Expiring in 2024

 

 

16

 

Recommendation of the Board

 

 

16

 

PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

17

 

Overview

 

 

17

 

Principal Accountant Fees and Services

 

 

17

 

Pre-Approval Policy of the Audit Committee

 

 

18

 

Recommendation of the Board

 

 

18

 

PROPOSAL 3: ADVISORY VOTE ON EXECUTIVE COMPENSATION

 

 

19

 

Overview

 

 

19

 

Recommendation of the Board

 

 

20

 

PROPOSAL 4: AMENDMENT AND RESTATEMENT OF THE 1996 EQUITY PARTICIPATION PLAN

 

 

21

 

Overview

 

 

21

 

Why You Should Vote for the Restated Equity Plan

 

 

21

 

Summary of the Restated Equity Plan

 

 

24

 

U.S. Federal Income Tax Consequences

 

 

27

 

New Plan Benefits

 

 

28

 

Recommendation of the Board

 

 

29

 

OWNERSHIP OF SECURITIES

 

 

30

 

Beneficial Ownership Table

 

 

30

 

EXECUTIVE COMPENSATION

 

 

32

 

Compensation Discussion and Analysis

 

 

32

 

Clawback Policy

 

 

44

 

Anti-Hedging and Pledging Policy

 

 

44

 

Compensation Committee Report

 

 

46

 

Summary Compensation Table

 

 

47

 

Grants of Plan-Based Awards in Fiscal Year 2022

 

 

48

 

Outstanding Equity Awards at 2022 Fiscal Year End

 

 

49

 

Option Exercises and Stock Vested in Fiscal Year 2022

 

 

51

 

Pension Benefits

 

 

51

 

Non-Qualified Deferred Compensation

 

 

51

 

Potential Payments Upon Termination

 

 

52

 

CEO Pay Ratio

 

 

53

 

Director Compensation

 

 

53

 

Compensation Committee Interlocks and Insider Participation

 

 

55

 

Equity Compensation Plan Information

 

 

55

 

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

 

 

57

 

Review and Approval of Related Party Transactions

 

 

57

 

Related Party Transactions

 

 

57

 

AUDIT COMMITTEE REPORT

 

 

58

 

OTHER MATTERS

 

 

59

 

APPENDIX A: 1996 EQUITY PARTICIPATION PLAN, AS AMENDED AND RESTATED

 

 

 

A-1

 

 

 

 

2022 Proxy Statement            i


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LOGO

6155 El Camino Real

Carlsbad, California 92009

   PROXY STATEMENT

The Board of Directors of Viasat, Inc. is soliciting the enclosed proxy for use at the annual meeting of stockholders to be held on September 1, 2022 at 8:30 a.m. Pacific Time, and at any adjournments or postponements of the meeting, for the purposes set forth in the notice of annual meeting of stockholders. This year’s annual meeting will be a completely virtual meeting of stockholders and will be accessible via the internet at www.virtualshareholdermeeting.com/VSAT2022.

GENERAL INFORMATION

About the Annual Meeting and Voting

Why am I receiving this proxy statement?

We sent you this proxy statement and the enclosed proxy card because Viasat’s Board of Directors is soliciting your proxy to vote at the 2022 annual meeting of stockholders. This proxy statement summarizes the information you need to know to vote at the annual meeting. All stockholders who find it convenient to do so are cordially invited to attend the virtual annual meeting. However, you do not need to attend the meeting to vote your shares. Instead, you may simply sign, date and return the enclosed proxy card or voting instruction form provided by your bank or broker, or follow the instructions specified in your proxy card or voting instruction form to vote by telephone or via the internet.

We intend to begin mailing this proxy statement, the attached notice of our annual meeting and the enclosed proxy card on or about July 22, 2022 to all stockholders who owned Viasat common stock on the record date, July 7, 2022, and are thus entitled to vote at the annual meeting. On this record date, there were approximately 75,551,823 shares of Viasat common stock outstanding. Common stock is our only class of stock entitled to vote. Along with this proxy statement, we are also sending our fiscal year 2022 annual report, which includes our financial statements.

What am I voting on?

The items of business scheduled to be voted on at the annual meeting are:

 

   

Proposal 1: The election of Richard Baldridge, James Bridenstine and Sean Pak to serve as Class II Directors for a three-year term to expire at the 2025 annual meeting of stockholders.

 

   

Proposal 2: The ratification of the appointment of PricewaterhouseCoopers as Viasat’s independent registered public accounting firm for fiscal year 2023.

 

   

Proposal 3: The advisory vote on executive compensation.

 

   

Proposal 4: The amendment and restatement of the 1996 Equity Participation Plan.

We will also consider any other business that properly comes before the annual meeting.

How does the Board recommend that I vote?

Our Board of Directors unanimously recommends that you vote:

 

   

“FOR” the election of Richard Baldridge, James Bridenstine and Sean Pak (Proposal 1);

 

   

“FOR” the ratification of the appointment of PricewaterhouseCoopers as Viasat’s independent registered public accounting firm for fiscal year 2023 (Proposal 2);

 

   

“FOR” the approval of executive compensation (Proposal 3); and

 

   

“FOR” the amendment and restatement of the 1996 Equity Participation Plan (Proposal 4).

How many votes do I have?

You are entitled to one vote for every share of Viasat common stock that you own as of July 7, 2022.

 

   2022 Proxy Statement            1


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GENERAL INFORMATION    About the Annual Meeting and Voting   

 

How do I vote by proxy?

Your vote is important. Whether or not you plan to attend the virtual annual meeting, we urge you to sign, date and return the enclosed proxy card or voting instruction form provided by your bank or broker as soon as possible to ensure that your vote is recorded promptly. Returning the proxy card or voting instruction form will not affect your right to attend or vote your shares at the annual meeting.

If you complete and submit your proxy card or voting instruction form, the persons named as proxies will vote your shares in accordance with your instructions. If you submit a proxy card or voting instruction form but do not fill out the voting instructions, your shares will be voted in accordance with the recommendations made by the Board of Directors.

If any other matters are properly presented for voting at the annual meeting, or any adjournments or postponements of the annual meeting occur, the proxy card or voting instruction form will confer discretionary authority on the individuals named as proxies to vote your shares in accordance with their best judgment. As of the date of this proxy statement, we have not received notice of other matters that may properly be presented for voting at the annual meeting.

May I revoke my proxy?

If you give us your proxy, you may revoke it at any time before your proxy is voted at the annual meeting. You may revoke your proxy in any of the following three ways:

 

   

you may send in another signed proxy card bearing a later date;

 

   

you may deliver a written notice of revocation to Viasat’s Corporate Secretary prior to the annual meeting; or

 

   

you may notify Viasat’s Corporate Secretary in writing before the annual meeting and submit your vote at the virtual annual meeting.

If your shares are held in “street name,” which means your shares are held of record by a broker, bank or other financial institution, you must contact your broker, bank or financial institution to revoke any prior instructions.

What if my shares are held by a broker, bank or other financial institution?

If you are the beneficial owner of shares held by a broker, bank or other financial institution, then your shares are held in “street name” and the organization holding your shares is considered to be the stockholder of record for purposes of voting at the annual meeting. As the beneficial owner, you have the right to direct your broker, bank or other financial institution regarding how to vote your shares. You are also invited to attend the virtual annual meeting. However, you will need the control number included on your voting instruction form provided by your bank or broker to be able to vote your shares or submit questions.

Can I vote via the internet or by telephone?

You may vote your shares via the internet or by telephone by following the instructions provided on your proxy card or voting instruction form. If your shares are registered in the name of a broker, bank or other financial institution, you may also be eligible to vote your shares electronically over the internet or by telephone if your financial institution makes such options available.

How can I attend the annual meeting?

We will be hosting the 2022 annual meeting live via the internet and you will not be able to attend in person. Our Board annually considers the appropriate format of our annual meeting, and concluded that a virtual meeting would best promote the health and safety of stockholders, employees and directors this year. Our virtual annual meeting allows stockholders from around the world to participate and ask questions, and for us to give thoughtful responses.

You are entitled to attend the annual meeting only if you were a Viasat stockholder or joint holder as of the record date, July 7, 2022, or you hold a valid proxy for the annual meeting. A stockholder can listen to and participate in the annual meeting live via the internet at www.virtualshareholdermeeting.com/VSAT2022. Stockholders may begin submitting written questions at 8:30 a.m. Pacific Time on September 1, 2022. Stockholders may also vote during the annual meeting. You will need the control number included on your proxy card or voting instruction form provided by your bank or broker to be able to vote your shares or submit questions. Instructions on how to participate, ask questions and access technical support are available at www.virtualshareholdermeeting.com/VSAT2022.

What constitutes a quorum?

A quorum is present when at least a majority of the outstanding shares entitled to vote are represented at the annual meeting either in person or by proxy. Holders will be deemed present “in person” at the annual meeting by visiting www.virtualshareholdermeeting.com/VSAT2022 on the day of the annual meeting and properly registering their attendance by

 

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   GENERAL INFORMATION    About the Annual Meeting and Voting

 

using the control number provided on your proxy card or voting instruction form provided by your bank or broker. This year, approximately 37,775,913 shares must be represented to constitute a quorum at the meeting and permit us to conduct our business.

What vote is required to approve each proposal?

In the election of directors, the three nominees for director who receive the highest number of affirmative votes will be elected as directors. All other proposals require the affirmative vote of a majority of the votes cast on that proposal. Voting results will be tabulated and certified by Broadridge Financial Solutions.

What will happen if I abstain from voting or fail to vote?

Shares held by persons attending the annual meeting but not voting, and shares represented by proxies that reflect abstentions as to a particular proposal will be counted as present for purposes of determining the presence of a quorum.

Similarly, shares represented by proxies that reflect a “broker non-vote” will be counted for purposes of determining whether a quorum exists. A broker non-vote occurs when a broker, bank or other financial institution holding shares in street name for a beneficial owner has not received instructions from the beneficial owner and does not have discretionary authority to vote the shares for a particular proposal. Under the rules of various national and regional securities exchanges, the organization that holds your shares in street name has discretionary authority to vote only on routine matters and cannot vote on non-routine matters. The only proposal at the meeting that is considered a routine matter under applicable rules is the proposal to ratify the appointment of PricewaterhouseCoopers as Viasat’s independent registered public accounting firm for the 2023 fiscal year. Therefore, unless you provide voting instructions to the broker, bank or other financial institution holding shares on your behalf, they will not have discretionary authority to vote your shares on any of the other proposals described in this proxy statement. Please vote your proxy or provide voting instructions to the broker, bank or other financial institution holding your shares so your vote on the other proposals will be counted.

In tabulating the voting results for each proposal, neither abstentions nor shares that constitute broker non-votes are considered votes cast on that proposal. Because abstentions and broker non-votes will not be considered votes cast, abstentions and broker non-votes will not affect the outcome of any matter being voted on at the meeting, assuming that a quorum is obtained.

What are the costs of soliciting these proxies?

We will pay the entire cost of soliciting these proxies, including the preparation, assembly, printing and mailing of this proxy statement and any additional solicitation material that we may provide to stockholders. In addition to the mailing of the notices and these proxy materials, the solicitation of proxies or votes may be made in person, by telephone or by electronic communication by our directors, officers and employees, who will not receive any additional compensation for such solicitation activities. We will reimburse brokerage houses and other custodians, nominees and fiduciaries for forwarding proxy and solicitation materials to stockholders.

We intend to file a proxy statement and WHITE proxy card with the SEC in connection with our solicitation of proxies for our 2023 Annual Meeting of Stockholders. Stockholders may obtain our proxy statement (and any amendments and supplements thereto) and other documents as and when filed by Viasat with the SEC without charge from the SEC’s website at: www.sec.gov.

I share an address with another stockholder, but we received only one paper copy of the proxy materials. How may I obtain an additional copy of the proxy materials?

If you share an address with another stockholder, you may receive only one set of proxy materials unless you have provided contrary instructions. The rules promulgated by the Securities and Exchange Commission, or SEC, permit companies, brokers, banks or other financial institutions to deliver a single copy of a proxy statement and annual report to households at which two or more stockholders reside. This practice, known as “householding,” is designed to reduce duplicate mailings, save significant printing and postage costs, and conserve natural resources. Stockholders will receive only one copy of our proxy statement and annual report if they share an address with another stockholder, have been previously notified of householding by their broker, bank or other financial institution, and have consented to householding, either affirmatively or implicitly by not objecting to householding. If you would like to opt out of householding for future mailings, or if you currently receive multiple copies of our annual reports and proxy statements and would prefer to receive a single copy in the future, please contact your broker, bank or financial institution. You may also obtain a separate annual report or proxy statement without charge by sending a written request to Viasat, Inc., Attention: Investor Relations, 6155 El Camino Real, Carlsbad, California 92009, by email at ir@viasat.com or by telephone at (760) 476-2633. We will promptly send additional copies of the annual report or proxy statement upon receipt of such request.

 

2022 Proxy Statement            3


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GENERAL INFORMATION    About the Annual Meeting and Voting   

 

Important notice regarding the availability of proxy materials for the Viasat annual meeting of stockholders to be held on September 1, 2022

Under rules adopted by the SEC, we are also furnishing proxy materials to our stockholders via the internet. This process is designed to expedite stockholders’ receipt of proxy materials, lower the cost of the annual meeting and help conserve natural resources. This proxy statement and our annual report to stockholders are available on the Investor Relations section of our website at investors.viasat.com. If you are a stockholder of record, you can elect to access future proxy statements and annual reports electronically by marking the appropriate box on your proxy card. Choosing to receive your future proxy materials electronically will help us conserve natural resources and reduce the costs of printing and distributing our proxy materials. If you choose this option, your choice will remain in effect until you notify our transfer agent, Computershare, by mail that you wish to resume mail delivery of these documents. If you hold your shares in street name, please refer to the information provided by your broker, bank or other financial institution for instructions on how to elect this option.

 

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PROXY STATEMENT SUMMARY

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all the relevant information you should consider. Please read the entire proxy statement before voting.

 

Company Information

 

Meeting: Annual Meeting of Stockholders

Date: Thursday, September 1, 2022

Time: 8:30 a.m. Pacific Time

Location: Virtual meeting only, accessible at

www.virtualshareholdermeeting.com/VSAT2022

Record Date: July 7, 2022

Stock Symbol: VSAT

Exchange: The Nasdaq Global Select Market

Common Stock Outstanding: 75,551,823 shares on

July 7, 2022

Registrar & Transfer Agent: Computershare

State of Incorporation: Delaware

Public Company Since: 1996

Corporate Headquarters: 6155 El Camino Real, Carlsbad,

CA 92009

Corporate Website: www.viasat.com

Investor Relations Website: investors.viasat.com

Corporate Governance

 

Lead Independent Director: Yes

Director Nominees: 3

    Richard Baldridge (Vice Chairman)
    James Bridenstine (Independent)
    Sean Pak (Independent)

Board Meetings in Fiscal Year 2022: 11

All Directors Attended at Least 75% of Board and

Committee Meetings: Yes

Standing Board Committees (Fiscal Year 2022 Meetings):

    Audit: 5
    Compensation and Human Resources: 8
    Nomination, Evaluation and Corporate Governance: 2
    Banking and Finance: 1

Stockholder Rights Plan: No

 

 

Executive Compensation

 

CEO: Richard Baldridge (age 64; appointed Vice Chairman effective July 2022)

Fiscal Year 2022 Summary Compensation:

    Total Compensation: $12,236,750 (see full discussion in Executive Compensation section on p. 32
  -

Salary: $1,300,000

  -

Annual Performance Cash Incentive: $1,815,500

  -

Long-Term Equity Incentives: $9,111,500

  -

All Other Compensation: $9,750

CEO Employment Agreement: No

Change-in-Control Agreement: Yes, double trigger

Stock Ownership Guidelines: Yes

Anti-Hedging and Pledging Policy: Yes

Clawback Policy: Yes

Items to be Voted On

 

 

1.

The election of Richard Baldridge, James Bridenstine and Sean Pak as directors

    Board recommendation: FOR
2.

Ratification of appointment of independent registered public accounting firm

    Board recommendation: FOR
3.

Advisory vote to approve executive officer compensation

    Board recommendation: FOR
4.

Amendment and restatement of 1996 Equity Participation Plan

    Board recommendation: FOR
 

 

   2022 Proxy Statement            5


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CORPORATE GOVERNANCE PRINCIPLES AND BOARD MATTERS

We are dedicated to maintaining the highest standards of business integrity. We believe that adherence to sound principles of corporate governance, through a system of checks, balances and personal accountability is vital to protecting Viasat’s reputation, assets, investor confidence and customer loyalty. Above all, the foundation of Viasat’s integrity is our commitment to sound corporate governance. Our corporate governance guidelines and Guide to Business Conduct can be found on the Investor Relations section of our website at investors.viasat.com.

Board Responsibilities

Primary Responsibilities

The Board of Directors is the company’s governing body and is responsible for assuring that the long-term interests of the stockholders are being served. The Board of Directors is also responsible for overseeing Viasat’s Chief Executive Officer and other senior management in the competent and ethical operation of the company on a day-to-day basis. To satisfy its duties, directors are expected to take a proactive, focused approach to their position, and set standards to ensure that the company is committed to business success by maintaining the highest standards of responsibility and ethics.

Risk Oversight

We take a comprehensive approach to risk management which is reflected in the reporting processes by which our management provides timely and comprehensive information to the Board to support the Board’s role in oversight, approval and decision-making.

 

The Board

The Board is responsible for overseeing management in the execution of its responsibilities and for assessing the company’s approach to risk management. The Board exercises these responsibilities periodically as part of its meetings and also through the Board’s committees, each of which examines various components of enterprise risk as it pertains to the committee’s area of oversight. In addition, an overall review of risk is inherent in the Board’s consideration of the company’s long-term strategies and in the transactions and other matters presented to the Board, including capital expenditures, acquisitions and divestitures, and financial matters.

  À¿  

Committees

     

The Audit Committee is responsible for reviewing the professional services provided by our independent registered public accounting firm, the independence of such independent registered public accounting firm from our management, and our annual and quarterly financial statements.

  The Compensation and Human Resources Committee is responsible for designing and evaluating Viasat’s compensation plans, policies and programs, including the compensation of our executive officers.   The Nomination, Evaluation and Corporate Governance Committee is responsible for developing and recommending to the Board a set of corporate governance guidelines and principles, providing oversight of the process for the self-assessment by the Board and each of its committees, and reviewing and recommending nominees for election as directors and committee members.   The Banking and Finance Committee is responsible for overseeing certain aspects of corporate finance for the company, and reviewing and making recommendations to the Board about the company’s financial affairs and policies, including short and long-term financing plans, objectives and principles, borrowings or the issuance of debt and equity securities.
  À¿  

Management

Our senior management is responsible for assessing and managing the company’s various exposures to risk on a day-to-day basis, including the creation of appropriate risk management programs and policies.

 

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CORPORATE GOVERNANCE PRINCIPLES AND BOARD MATTERS    Board Leadership and Independence

 

Board Leadership and Independence

Enhanced Board Leadership Structure. The Board regularly evaluates its leadership structure to ensure the best interests of the company and its stockholders are represented. The Board leadership structure is currently comprised of (1) a combined Chairman of the Board and Chief Executive Officer and (2) a Lead Independent Director. The role of Lead Independent Director was established in 2019 to provide strong independent leadership for the Board. The Lead Independent Director’s responsibilities include presiding over all meetings of the Board at which the Chairman is not present, calling meetings of independent directors and functioning as a liaison with the Chairman.

The Board believes that a Lead Independent Director, coupled with the combined Chairman and Chief Executive Officer positions, provides the most efficient and effective leadership model for Viasat. As the individual primarily responsible for the day-to-day management of the company’s business operations, our Chief Executive Officer is best positioned to provide clear insight and direction of business strategies and plans to both the Board and management. A single person, acting in the capacities of Chairman and Chief Executive Officer, promotes unity of vision and leadership, which allows for a single, clear focus for management to execute the company’s business strategies and plans. Together with a Lead Independent Director, this leadership structure allows the Board to exercise independent oversight while enabling direct access to information related to the day-to-day management of the company’s business operations.

Majority Independent Board. The criteria established by The Nasdaq Stock Market, or Nasdaq, for director independence include various objective standards and a subjective test. The subjective test requires that each independent director not have a relationship which, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Under the objective standards, a member of the Board is not considered independent if, for example, he or she is (1) an employee of Viasat, or (2) a partner in, or a controlling stockholder or an executive officer of, an entity to which Viasat made, or from which Viasat received, payments in the current or any of the past three fiscal years that exceed 5% of the recipient’s consolidated gross revenues for that year.

None of our existing directors were disqualified from independent status under the objective standards, other than Mr. Dankberg and Mr. Baldridge, who do not qualify as independent because they are Viasat employees. The subjective evaluation of director independence by the Board of Directors was made in the context of the objective standards by taking into account the standards in the objective tests, and reviewing and discussing additional information provided by the directors and the company with regard to each director’s business and personal activities as they may relate to Viasat and Viasat’s management.

As a result of this evaluation, the Board of Directors affirmatively determined that each existing member of the Board other than Mr. Dankberg and Mr. Baldridge is independent under the criteria established by Nasdaq for director independence. In addition to the Board level standards for director independence, all members of the Audit Committee, Compensation and Human Resources Committee, and Nomination, Evaluation and Corporate Governance Committee qualify as independent directors as defined by Nasdaq.

 

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CORPORATE GOVERNANCE PRINCIPLES AND BOARD MATTERS    Board Committee Composition   

 

Board Committee Composition

As of the date of this proxy statement, our Board of Directors has the following four standing committees: (1) Audit Committee, (2) Compensation and Human Resources Committee, (3) Nomination, Evaluation and Corporate Governance Committee, and (4) Banking and Finance Committee. The membership during the last fiscal year and the function of each of the committees are described below. Each of the committees operates under a written charter which can be found on the Investor Relations section of our website at investors.viasat.com. During our fiscal year ended March 31, 2022, the Board held eleven meetings. During this period, all of the directors attended or participated in at least 75% of the aggregate of the total number of meetings and the total number of meetings held by all standing committees of the Board on which each such director served. Although we do not have a formal policy regarding attendance by members of our Board at our annual meeting of stockholders, we encourage the attendance of our directors and director nominees at our annual meeting, and historically more than a majority have done so. All our directors then in office attended last year’s annual meeting of stockholders.

 

Director

 

 

     Audit Committee     

 

 

     Compensation and     

Human Resources

Committee

 

 

 

Nomination,
Evaluation and
     Corporate Governance     

Committee

 

 

     Banking and Finance     

Committee

 

       

Mark Dankberg

             

Member

       

Richard Baldridge

             

Member

       

James Bridenstine

         

Member

 

Member

       

Robert Johnson (1)

 

Member

     

Chair

   
       

Sean Pak

     

Member

 

Member

   
       

Varsha Rao (1)

 

Member

 

Chair

     

Member

       

John Stenbit (1)

 

Chair

 

Member

 

Member

   
       

Theresa Wise

 

Member

 

Member

     

Chair

       

Number of Meetings in Fiscal Year 2022

 

5

 

8

 

2

 

1

 

(1)

Determined by the Board to qualify as an “audit committee financial expert.”

Audit Committee. The Audit Committee is responsible for reviewing the professional services provided by our independent registered public accounting firm, the independence of such independent registered public accounting firm from our management, and our annual and quarterly financial statements. The Audit Committee also reviews such other matters with respect to our accounting, auditing and financial reporting practices and procedures as it may find appropriate or that may be brought to the attention of the Audit Committee. The Board of Directors has determined that three of the members of our Audit Committee are “audit committee financial experts” as defined by the rules of the SEC. The responsibilities and activities of the Audit Committee are described in greater detail in the Audit Committee Report.

Compensation and Human Resources Committee. The Compensation and Human Resources Committee is responsible for designing and evaluating our compensation plans, policies and programs, including the compensation of our executive officers. In carrying out these responsibilities, the Compensation and Human Resources Committee is responsible for advising and consulting with the officers regarding managerial personnel and development, and for reviewing and, as appropriate, recommending to the Board of Directors, policies, practices and procedures relating to the compensation of our non-employee directors, executive officers and other managerial employees. The objectives of the Compensation and Human Resources Committee are to encourage high performance, promote accountability and assure that employee interests are aligned with the interests of our stockholders. For additional information concerning the role and responsibilities of the Compensation and Human Resources Committee, see the Compensation Discussion and Analysis section of this proxy statement.

Nomination, Evaluation and Corporate Governance Committee. The Nomination, Evaluation and Corporate Governance Committee is responsible for developing and recommending to the Board a set of corporate governance guidelines and principles, providing oversight of the process for the self-assessment by the Board and each of its committees, reviewing and recommending nominees for election as directors and committee members, conducting the evaluation of our Chief Executive Officer, and advising the Board with respect to Board and committee composition.

Banking and Finance Committee. The Banking and Finance Committee is responsible for overseeing certain aspects of corporate finance for the company, and reviewing and making recommendations to the Board about the company’s financial affairs and policies, including short and long-term financing plans, objectives and principles, borrowings or the issuance of debt and equity securities.

 

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CORPORATE GOVERNANCE PRINCIPLES AND BOARD MATTERS    Board Evaluation and Refreshment

 

Board Evaluation and Refreshment

The Nomination, Evaluation and Corporate Governance Committee, or NECG Committee, is responsible for reviewing and assessing the appropriate skills and characteristics required of Board members in the context of the current size and membership of the Board. This includes assessing whether the Board possesses the appropriate business acumen, diversity, integrity, and personal skills and experience in technology, finance, marketing, international business, financial reporting and other areas to deliver the high standard of governance expected by our stockholders.

Our Board and the NECG Committee understand the importance of following robust processes for Board evaluation and refreshment. The NECG Committee annually reviews the skills and characteristics of the Board to ensure they align with the current needs of our company. Additionally, the Board completes an annual self-evaluation of its performance and the performance of its committees, facilitated by the NECG Committee. The results of these evaluations help to inform whether the Board is equipped to provide comprehensive and effective oversight.

The Board aims to maintain a balance between institutional knowledge on the Board, which comes in the form of longer tenured directors, and fresh perspectives added through newly appointed directors. As a result, the Board has not imposed a hard limit on director tenure, as it believes that would artificially deprive the Board of the valuable contributions of its most experienced directors. Instead, the Board evaluates the mix of director tenures as a component of the broader evaluation and composition review process.

The Board’s approach to evaluation and refreshment has led to:

 

   

The addition of four new independent directors since 2017, which increased Board diversity and provided valuable expertise on areas of strategic importance, including space innovation and safety, intellectual property development and strategy, international business, aviation, telecommunications and operations;

 

   

A 24% reduction in the average tenure of our independent directors since 2018, which is now approximately 11 years; and

 

   

Increased diversity across multiple dimensions, as 38% of directors identify as belonging to underrepresented communities and 25% of directors are women. Moreover, the Compensation and Human Resources Committee and the Banking and Finance Committee are chaired by women.

 

 

LOGO   LOGO   LOGO

 

In recommending candidates for election to the Board, the NECG Committee considers nominees recommended by directors, management and stockholders using the same criteria to evaluate all candidates. The NECG Committee may engage consultants or third-party search firms to assist in identifying and evaluating potential nominees. The NECG Committee reviews each candidate’s qualifications, including whether a candidate possesses any of the specific qualities and skills desirable in certain members of the Board. Evaluations of candidates generally involve a review of background materials, internal discussions and interviews with selected candidates as appropriate. Upon selection of a qualified candidate, the NECG Committee recommends the candidate for consideration by the full Board.

The NECG Committee will consider candidates recommended by any stockholder who has held our common stock for at least one year and who holds a minimum of 1% of our outstanding shares. When submitting candidates for nomination, stockholders must follow the notice procedures and provide the information specified in the section titled Other Matters. In addition, the recommendation must include the following: (1) the name and address of the stockholder and the beneficial owner (if any) on whose behalf the nomination is proposed, (2) a detailed resume of the nominee, and the signed consent of the nominee to serve if elected, (3) the stockholder’s reason for making the nomination, including an explanation of why the stockholder believes the nominee is qualified for service on our Board, (4) proof of the number of shares of our common stock owned by the record owner and the beneficial owner (if any) on whose behalf the record owner is proposing the nominee, (5) a description of any arrangements or understandings between the stockholder, the nominee and any other person regarding the nomination, (6) a description of any material interest of the stockholder and the beneficial owner (if any) on whose behalf the

 

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CORPORATE GOVERNANCE PRINCIPLES AND BOARD MATTERS    Communications with the Board

 

nomination is proposed, and (7) information regarding the nominee that would be required to be included in our proxy statement by the rules of the SEC, including the nominee’s age, business experience, directorships, and involvement in legal proceedings during the past ten years.

Communications with the Board

Any stockholder wishing to communicate with any of our directors regarding corporate matters may write to the director, c/o General Counsel, Viasat, Inc., 6155 El Camino Real, Carlsbad, California 92009. The General Counsel will forward such communications to each member of our Board of Directors; provided that, if in the opinion of the General Counsel it would be inappropriate to send a particular stockholder communication to a specific director, such communication will only be sent to the remaining directors. Certain correspondence such as spam, junk mail, mass mailings, product complaints or inquiries, job inquiries, surveys, business solicitations or advertisements, or patently offensive or otherwise inappropriate material may be forwarded elsewhere within the company for review and possible response.

 

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   CORPORATE GOVERNANCE PRINCIPLES AND BOARD MATTERS    Stockholder Engagement

 

Stockholder Engagement

Stockholder engagement is a critical aspect of our corporate governance practices and one of our top priorities. Our management team regularly engages with our stockholders to proactively understand their perspectives on our business and strategy, and governance and compensation programs, and to address any concerns they may have. During fiscal year 2022, we engaged in substantive conversations with stockholders representing approximately 60% of our total outstanding common stock.

Actions Taken in Response to Stockholder Feedback

Our Board has demonstrated responsiveness to feedback received during stockholder discussions through the changes we have made to our compensation programs and corporate governance practices. For example, based on stockholder feedback, in fiscal year 2018 we implemented and have since maintained a performance-based equity program to further align executive compensation with long-term stockholder interests. To further strengthen the independent oversight of our Board, we appointed a Lead Independent Director in fiscal year 2019. We also modified how bonus targets are set and bonuses are calculated in fiscal year 2020, and enhanced our peer group disclosure, to provide additional transparency. A summary of these changes is included below.

 

 

What We Heard

  What We Did
   

Seek further alignment of executive compensation with long-term stockholder interests

  Implemented a performance-based equity program in fiscal year 2018 and maintained program in subsequent years
   

Seek further independent oversight of the Board

  Appointed a Lead Independent Director in fiscal year 2019
   

Increase weighting of objective, financial criteria in determining annual bonus payouts

  Increased weighting of objective, financial criteria in bonus determination to 50% for Chief Executive Officer, consistent with weighting for all other executive officers, in fiscal year 2020
   

Replace target annual bonus ranges with specific target annual bonuses percentages for each executive officer

  Shifted to a specific annual bonus target for annual incentive compensation in fiscal year 2020
   

Adopt a maximum cap on annual bonus payouts

  Implemented a maximum annual bonus payout, equal to 250% of target, for all executive officers in fiscal year 2020
   

Provide additional disclosure about peer group selection process

  Enhanced peer group disclosure included in proxy statement
   

Implement a clawback policy

  Adopted a clawback policy in fiscal year 2021 to enable recovery of cash and equity incentive compensation related to a financial restatement resulting from an executive officer’s misconduct
   

Provide more transparency into environmental, social and governance matters

  Published inaugural Environmental, Social and Governance Impact Report for fiscal year 2021, in accordance with Global Reporting Initiative (GRI) and Sustainability Accounting Standards Board (SASB) frameworks

We are committed to continuing an active dialogue with our stockholders to ensure that the Board’s decisions are informed by investor feedback, and that we continue to evolve our corporate governance practices and compensation programs to best support long-term stockholder value creation.

 

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PROPOSAL 1:

Election of Directors

Overview

In accordance with our certificate of incorporation, we divide our Board of Directors into three classes, with each class consisting, as nearly as may be possible, of one-third of the total number of directors. We elect one class of directors to serve a three-year term at each annual meeting of stockholders. We currently have three Class II directors whose terms expire at this year’s annual meeting. At this year’s annual meeting of stockholders, we will elect three Class II directors to hold office until the 2025 annual meeting. At next year’s annual meeting of stockholders, we will elect two Class III directors to hold office until the 2026 annual meeting, and the following year, we will elect three Class I directors to hold office until the 2027 annual meeting. Thereafter, elections will continue in a similar manner at subsequent annual meetings. Each elected director will continue to serve until his or her successor is duly elected or appointed.

The Board of Directors unanimously nominated Richard Baldridge, James Bridenstine and Sean Pak as Class II nominees for election to the Board. Unless proxy cards are otherwise marked, the persons named as proxies will vote all proxies received “FOR” the election of Messrs. Baldridge, Bridenstine and Pak. If any director nominee is unable or unwilling to serve as a nominee at the time of the annual meeting, the persons named as proxies may vote either (1) for a substitute nominee designated by the present Board to fill the vacancy or (2) for the balance of the nominees, leaving a vacancy. Alternatively, the Board may reduce the size of the Board. The Board has no reason to believe that any of the nominees will be unable or unwilling to serve if elected as a director.

The following table sets forth the age, the positions currently held with Viasat, the year in which the current term will expire, and the class of director of each nominee to be elected at the annual meeting or director whose term of office will extend beyond the annual meeting.

 

           

Name

Age

Position with Viasat

Director Since

Term Expires

Class

Mark Dankberg

67

Chairman of the Board and Chief Executive Officer

1986

2023

III

         

Richard Baldridge

64

Vice Chairman

2016

2022

II

         

James Bridenstine

47

Director

2021

2022

II

         

Robert Johnson

72

Director

1986

2024

I

         

Sean Pak

49

Director (Lead Independent Director)

2018

2022

II

         

Varsha Rao

52

Director

2017

2023

III

         

John Stenbit

82

Director

2004

2024

I

         

Theresa Wise

55

Director

2020

2024

I

 

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   PROPOSAL 1    Election of Directors

 

Board Diversity Matrix

As of July 22, 2022

The following chart shows certain self-identified personal characteristics of our directors and nominees, in accordance with Nasdaq Listing Rule 5605(f).

 

Total Number of Directors: 8

 

                       

Part I: Gender Identity

  

     Female     

  

     Male     

  

     Non-Binary     

  

Did Not

     Disclose Gender     

       

Directors

  

2

  

6

  

  

Part II: Demographic Background

       

African American or Black

  

  

  

  

       

Alaskan Native or Native American

  

  

1

  

  

       

Asian

  

1

  

1

  

  

       

Hispanic or Latinx

  

  

  

  

       

Native Hawaiian or Pacific Islander

  

  

  

  

       

White

  

1

  

4

  

  

       

Two or More Races or Ethnicities

  

  

  

  

 

LGBTQ+

  
 

Did Not Disclose Demographic Background

  

 

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PROPOSAL 1    Election of Directors   

 

Class II Directors Nominated for Election at this Annual Meeting

 

 

Richard Baldridge has been a director of Viasat since 2016. Mr. Baldridge joined Viasat in 1999, serving as Executive Vice President, Chief Financial Officer and Chief Operating Officer from 2000, as Executive Vice President and Chief Operating Officer from 2002, and as President and Chief Operating Officer from 2003. Mr. Baldridge was appointed President and Chief Executive Officer in November 2020 and assumed the role of Vice Chairman in July 2022. In addition, Mr. Baldridge serves as a director of Ducommun Incorporated (NYSE: DCO), a provider of engineering and manufacturing services to the aerospace and defense industries, and EvoNexus, a San Diego based non-profit technology incubator. Prior to joining Viasat, Mr. Baldridge served as Vice President and General Manager of Raytheon Corporation’s Training Systems Division from 1998 to 1999. From 1994 to 1997, Mr. Baldridge served as Chief Operating Officer and Chief Financial Officer for Hughes Information Systems and Hughes Training Inc., prior to their acquisition by Raytheon in 1997. Mr. Baldridge’s other experience includes various senior financial and general management roles with General Dynamics Corporation. Mr. Baldridge holds a B.S.B.A. degree in Information Systems from New Mexico State University.

 

Mr. Baldridge provides our Board with significant operational and financial expertise based on his executive leadership roles at Viasat and other companies.

Richard Baldridge

 

LOGO

Director Since:

2016

 

 

James Bridenstine has been a director of Viasat since 2021. Since January 2021, Mr. Bridenstine has worked as a senior advisor to Acorn Growth Companies, a private equity firm. From April 2018 until January 2021, Mr. Bridenstine served as Administrator of NASA. From 2013 to 2018, Mr. Bridenstine was a member of the United States House of Representatives, where he served on the Armed Services Committee and the Committee on Science, Space and Technology. Mr. Bridenstine’s career in federal service began in 1998 as a pilot in the United States Navy. Mr. Bridenstine earned a B.A. degree with three majors – Economics, Business and Psychology – from Rice University and an M.B.A. degree from Cornell University.

 

Mr. Bridenstine provides our Board with extensive experience in space technology, innovation and safety based on his leadership role at NASA, as well as military and aerospace expertise based on his public service in the United States Navy and Congress.

James Bridenstine

 

LOGO

Director Since:

2021

 

 

Sean Pak has been a director of Viasat since 2018, and has served as Lead Independent Director since February 2019. Mr. Pak has been a partner at Quinn Emanuel Urquhart & Sullivan LLP since 2009, and he currently serves as the Co-Chair of its National Intellectual Property Litigation Practice. From 2002 to 2009, Mr. Pak was an attorney at Latham & Watkins LLP, and previously worked in engineering roles at Intel Corporation and the Massachusetts Institute of Technology (MIT) Artificial Intelligence Laboratory. He is a litigator with extensive experience litigating patents, trade secrets, copyrights and other intellectual property. Mr. Pak earned a J.D. degree (cum laude) from Harvard Law School, and B.S. and M. Eng. degrees in Electrical Engineering and Computer Science from MIT.

 

Mr. Pak provides our Board with significant expertise in intellectual property development, strategy and enforcement, and international business strategy, along with technological and engineering expertise in satellite systems, electrical engineering and computer science.

Sean Pak

 

LOGO

Director Since:

2018

 

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   PROPOSAL 1    Election of Directors

 

Class III Directors with Terms Expiring in 2023

 

 

Mark Dankberg

 

LOGO

Director Since:

1986

       

Mark Dankberg is a founder of Viasat and serves as its Chairman of the Board and Chief Executive Officer. He previously served as Executive Chairman from November 2020 to June 2022, and as Chairman of the Board and Chief Executive Officer from Viasat’s inception in 1986 until November 2020. Mr. Dankberg has significant expertise and perspective as a member of the boards of directors of companies in various industries, including communications. Mr. Dankberg currently serves on the board of directors of Lytx, Inc., a privately-held company that provides fleet safety management solutions. Prior to founding Viasat, he was Assistant Vice President of M/A-COM Linkabit, a manufacturer of satellite telecommunications equipment, from 1979 to 1986, and Communications Engineer for Rockwell International Corporation from 1977 to 1979. Mr. Dankberg holds B.S.E.E. and M.E.E. degrees from Rice University.

 

Mr. Dankberg provides our Board with significant operational, business and technological expertise in the satellite and communications industries, and intimate knowledge of the issues facing our management.

 

 

Varsha Rao

 

LOGO

Director Since:

2017

       

Varsha Rao has been a director of Viasat since 2017. Ms. Rao has served as the Head of Nurx at Thirty Madison since March 2022. Previously, she was the Chief Executive Officer and a director of Nurx Inc., a direct-to-consumer telehealth platform, since April 2019. From September 2017 to April 2019, she served as Chief Operating Officer of Clover Health Inc., a health insurance technology company. From 2013 to 2016, Ms. Rao served as the Head of Global Operations at Airbnb, Inc., a global travel marketplace. From 2011 to 2013, she served as the Senior Vice President International of LivingSocial, Inc. (owned by Groupon), an online marketplace for daily deals. From 2008 to 2011, Ms. Rao served as the Chief Executive Officer of SingTel Digital Media Pte Ltd., an online search and lifestyle portal and wholly-owned subsidiary of SingTel. From 2004 to 2008, she served as Vice President and General Manager of OldNavy.com, an e-commerce division of Gap, Inc. She also previously founded and sold Eve.com, an online beauty retailer, and served as an Engagement Manager at McKinsey & Co., a consulting company. Ms. Rao currently serves on the boards of directors of Callaway Golf Company (NYSE: ELY), a golf equipment manufacturer, and Social Capital Hedosophia Holdings Corp VI (NYSE: IPOF), a special purpose acquisition company. Ms. Rao earned a B.A. degree in Mathematics and a B.S. degree in Economics from the University of Pennsylvania, and an M.B.A. degree from the Harvard Business School.

 

Ms. Rao provides our Board with significant international e-commerce, media and telecommunications expertise due to her leadership roles focused on those disciplines at various companies.

 

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PROPOSAL 1    Election of Directors   

 

Class I Directors with Terms Expiring in 2024

 

Robert Johnson has been a director of Viasat since 1986. Mr. Johnson has worked in the venture capital industry since 1980, and has acted as an independent investor and served on the board of directors of a number of entrepreneurial companies since 1983. Mr. Johnson has also taught classes at the Stanford Graduate School of Business, Stanford Department of Engineering, California Institute of Technology, UCLA Anderson School of Management and the Claremont Graduate School. Mr. Johnson earned B.S. and M.S. degrees in Electrical Engineering from Stanford University, and M.B.A. and D.B.A. degrees from the Harvard Business School.

 

Mr. Johnson provides our Board with significant business and corporate finance expertise as a result of his role as an investor in companies in various industries.

     

Robert Johnson

 

LOGO

Director Since:

1986

 

John Stenbit has been a director of Viasat since 2004, and is a consultant for various government and commercial clients. From 2001 to 2004, Mr. Stenbit served as the Assistant Secretary of Defense for Command, Control, Communications, and Intelligence, or C3I, and later as Assistant Secretary of Defense of Networks and Information Integration / Department of Defense Chief Information Officer, the C3I successor organization. From 1977 to 2001, Mr. Stenbit worked for TRW, Inc., retiring as Executive Vice President. Mr. Stenbit was a Fulbright Fellow and Aerospace Corporation Fellow at the Technische Hogeschool, Einhoven, Netherlands. Mr. Stenbit has chaired the Science Advisory Panel for the Administrator of the Federal Aviation Administration and the Director of the Central Intelligence Agency. He also has significant expertise and perspective as a member of the boards of directors of private and public companies in various industries. Mr. Stenbit currently serves on the board of directors of Encipher, a private corporation, and served on the board of directors of Loral Space & Communications Inc. (Nasdaq: LORL) until November 2021. Mr. Stenbit also previously served as a director of Cogent, Inc., SM&A Corporation and SI International, Inc., as a member of the Advisory Board of the National Security Agency and of the Science Advisory Group of the U.S. Strategic Command.

 

Mr. Stenbit provides our Board with significant technological, defense and national security expertise as a result of his distinguished career of corporate and government service focused on the communications, aerospace and satellite fields.

     

John Stenbit

 

LOGO

Director Since:

2004

 

Theresa Wise has been a director of Viasat since 2020, and is Chief Executive Officer and principal for Utaza, LLC, an information technology consulting company, a role she has held since 2017. Dr. Wise is the former Senior Vice President and Chief Information Officer of Delta Air Lines, a commercial airline, a role she held from 2008 to 2016. Prior to joining Delta, Dr. Wise held several positions at Northwest Airlines Corporation, a commercial airline, including serving as the company’s Chief Information Officer from 2001 until Northwest Airlines Corporation’s merger with Delta in 2008. Dr. Wise currently serves on the boards of directors of Impinj, Inc. (Nasdaq: PI), a manufacturer of radio-frequency identification devices and software, Acropolis Infrastructure Acquisition Company, a special purpose acquisition company (NYSE: ACRO), and CWT, a global travel technology company. Dr. Wise received a B.A. degree in mathematics and chemistry from St. Olaf College and Ph.D. and M.S. degrees in applied math from Cornell University.

 

Dr. Wise provides our Board with expertise, perspective and proven experience in applying IT strategy and data analytics to advance end-user experiences.

     

Theresa Wise

 

LOGO

Director Since:

2020

Recommendation of the Board

The Board of Directors unanimously recommends that you vote “FOR” the election of Messrs. Baldridge, Bridenstine and Pak.

 

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PROPOSAL 2:

Ratification of Appointment of Independent Registered Public Accounting Firm

Overview

The Audit Committee has selected PricewaterhouseCoopers LLP as Viasat’s independent registered public accounting firm for our fiscal year ending March 31, 2023. PricewaterhouseCoopers has served as our independent registered public accounting firm since the fiscal year ended March 31, 1992. Representatives of PricewaterhouseCoopers are expected to be present at the annual meeting, will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.

Stockholder ratification of the selection of PricewaterhouseCoopers as our independent registered public accounting firm is not required by our bylaws or otherwise. However, we are submitting the selection of PricewaterhouseCoopers to the stockholders for ratification as a matter of good corporate practice. If the selection is not ratified, the Audit Committee will reconsider whether or not to retain PricewaterhouseCoopers, and may retain that firm or another without re-submitting the matter to the stockholders. Even if the selection is ratified, the Audit Committee may, in its discretion, direct the appointment of a different firm at any time during the year if it determines that such a change would be in the best interests of the company and its stockholders.

Principal Accountant Fees and Services

The following is a summary of the PricewaterhouseCoopers fees for professional services rendered for the fiscal years ended March 31, 2022 and March 31, 2021:

 

 

Fee Category

 

FY 2022 Fees ($) FY 2021 Fees ($)

Audit Fees

 

4,056,096            

 

3,356,488            

Audit-Related Fees

 

479,500            

 

175,000            

Tax Fees

 

77,166            

 

37,760            

All Other Fees

 

29,399            

 

19,600            

Total Fees

 

4,642,161            

 

3,588,848            

Audit Fees.    This category includes the audit of our annual consolidated financial statements and the audit of our internal control over financial reporting, review of financial statements included in our Form 10-Q quarterly reports, and services that are normally provided by the independent registered public accounting firm in connection with statutory and regulatory filings or engagements.

Audit-Related Fees.    This category consists of assurance and related services provided by PricewaterhouseCoopers that are reasonably related to the performance of the audit or review of our consolidated financial statements, and are not reported above as Audit Fees. These services include work performed in connection with registration statements such as issuance of comfort letters, accounting consultations in connection with acquisitions, and consultations concerning financial accounting and reporting standards.

Tax Fees.    This category consists of professional services rendered by PricewaterhouseCoopers, primarily in connection with tax compliance, tax planning and tax advice activities. These services include assistance with the preparation of tax returns, claims for refunds, value added tax compliance, and consultations on state, local and international tax matters.

All Other Fees.    This category consists of fees for products and services other than the services reported above, including fees for subscription to PricewaterhouseCoopers’ online research tool.

 

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PROPOSAL 2    Ratification of Appointment of Independent Registered Public  Accounting Firm    

 

Pre-Approval Policy of the Audit Committee

The Audit Committee has established a policy that all audit and permissible non-audit services provided by our independent registered public accounting firm will be pre-approved by the Audit Committee. These services may include audit services, audit-related services, tax services and other services. The Audit Committee considers whether the provision of each non-audit service is compatible with maintaining the independence of the independent registered public accounting firm. Pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. The independent registered public accounting firm and management are required to periodically report to the Audit Committee regarding the extent of services provided by the independent registered public accounting firm in accordance with this pre-approval policy, and the fees for the services performed to date. During fiscal year 2022, the fees paid to PricewaterhouseCoopers shown in the table above were pre-approved in accordance with this policy.

Recommendation of the Board

The Board of Directors unanimously recommends that you vote “FOR” the ratification of the appointment of PricewaterhouseCoopers as Viasat’s independent registered public accounting firm for fiscal year 2023.

 

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PROPOSAL 3:

Advisory Vote On Executive Compensation

Overview

Pursuant to Section 14A of the Securities Exchange Act of 1934, as amended, we are providing Viasat stockholders with an opportunity to cast an advisory vote to endorse or not endorse the compensation of our Named Executive Officers (identified in the Summary Compensation Table) as disclosed in this proxy statement. This proposal, commonly known as a “say-on-pay” proposal, gives our stockholders the opportunity to express their views on the design and effectiveness of our executive compensation program. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our Named Executive Officers and the compensation philosophy, policies and practices described in this proxy statement.

Stockholder Engagement and Responsiveness.    Our management team regularly engages with our stockholders to proactively understand their perspectives on our business and strategy and our governance and compensation practices, and to address any concerns they may have. During fiscal year 2022, we engaged in substantive conversations with stockholders representing approximately 60% of our total outstanding common stock.

Our Board of Directors has demonstrated responsiveness to feedback received during these discussions with stockholders through the changes we have made to our executive compensation program, as described below.

 

   

What We Heard

  What We Did
 

Seek further alignment of executive compensation with long-term stockholder interests

  Implemented a performance-based equity program in fiscal year 2018 and maintained program in subsequent years
 

Increase weighting of objective, financial criteria in determining annual bonus payouts

  Increased weighting of objective, financial criteria in bonus determination to 50% for Chief Executive Officer, consistent with weighting for all other executive officers, in fiscal year 2020
 

Replace target annual bonus ranges with specific target annual bonuses percentages for each executive officer

  Shifted to a specific annual bonus target for annual incentive compensation in fiscal year 2020
 

Adopt a maximum cap on annual bonus payouts

  Implemented a maximum annual bonus payout, equal to 250% of target, for all executive officers in fiscal year 2020
 

Provide additional disclosure about peer group selection process

  Enhanced peer group disclosure included in proxy statement
 

Implement a clawback policy

  Adopted a clawback policy in fiscal year 2021 to enable recovery of cash and equity incentive compensation related to a financial restatement resulting from an executive officer’s misconduct

These changes are described more fully in the Compensation Discussion and Analysis section of this proxy statement. We are committed to continuing an active dialogue with our stockholders to ensure that the Board’s decisions are informed by investor feedback, and that we continue to evolve our corporate governance practices and compensation programs to best support long-term value creation.

Executive Compensation Philosophy.    Our executive compensation program has been designed to encourage high performance, promote accountability and align the interests of our executive officers with the interests of our stockholders by linking a substantial portion of their total direct compensation to our performance. The program is designed to reward superior performance and provide financial consequences for underperformance. The program is also designed to attract, retain and motivate a talented team of executive officers with superior ability, experience and leadership to grow our business and build stockholder value. We urge our stockholders to read the Compensation Discussion and Analysis section of this proxy statement, which describes in more detail how our compensation policies and practices operate and are designed to achieve our compensation objectives, as well as the Summary Compensation Table and other related compensation tables and disclosures, which provide detailed information on the compensation of our Named Executive Officers. We believe that our executive compensation program fulfills these objectives and that the compensation of our Named Executive Officers is instrumental in contributing to Viasat’s long-term success.

 

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PROPOSAL 3    Advisory Vote On Executive Compensation   

 

We request stockholder approval, on an advisory basis, of the compensation of our Named Executive Officers, as disclosed in our proxy statement for the 2022 annual meeting of stockholders pursuant to the compensation disclosure rules of the SEC, including the Compensation Discussion and Analysis, the Summary Compensation Table and the other related compensation tables and disclosures.

While this advisory vote is non-binding, our Board of Directors values the opinions that our stockholders express in their votes and will, as a matter of good corporate practice, take into account the outcome of the vote when considering future compensation decisions.

Consistent with the preference of our stockholders as reflected in our prior non-binding advisory vote on the frequency of future say-on-pay votes, we will continue to hold an advisory say-on-pay vote on an annual basis unless otherwise disclosed. Following this year’s advisory vote, the next scheduled advisory say-on-pay vote will take place at our 2023 annual meeting of stockholders.

Recommendation of the Board

The Board of Directors unanimously recommends that you vote “FOR” the approval of the compensation of our Named Executive Officers as disclosed in this proxy statement.

 

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PROPOSAL 4:

Amendment and Restatement of the 1996 Equity Participation Plan

Overview

We are requesting that our stockholders approve the amendment and restatement of our existing 1996 Equity Participation Plan, or the Equity Plan. In this proxy statement, we sometimes refer to the proposed amended and restated 1996 Equity Participation Plan as the Restated Equity Plan. On June 28, 2022, our Board of Directors approved the Restated Equity Plan, subject to stockholder approval at the annual meeting. The Restated Equity Plan will become effective on the day of the annual meeting, assuming approval of this Proposal 4 by our stockholders.

Summary of Material Amendments.    The Restated Equity Plan will implement the following material changes:

 

   

Increase in Share Reserve.    If approved by the stockholders, the Restated Equity Plan will provide for an increase of 3,156,000 shares over the number of shares of common stock currently available for issuance under the Equity Plan. The shares remaining available for issuance under the Equity Plan are insufficient to meet our forecasted needs during the year. After carefully forecasting our anticipated workforce, we believe that this increase will be sufficient for at least one year’s worth of equity-based grants under our current compensation program. The Board will continue to evaluate equity needs in the context of the business and broader compensation program in the future.

 

   

Extension of Time Period for Granting Incentive Stock Options.    The Restated Equity Plan will permit the granting of stock options that are intended to qualify as incentive stock options, or ISOs, as defined under Section 422 of the Internal Revenue Code, or the Code, through June 27, 2032.

The Board recommends that you vote “FOR” the Restated Equity Plan.

Why You Should Vote for the Restated Equity Plan

Equity Incentive Awards Are an Important Part of Our Compensation Philosophy.    Our equity compensation plans are critical to our ongoing effort to build stockholder value. As discussed in the Compensation Discussion and Analysis section of this proxy statement, equity incentive awards are central to our compensation program. Our Board of Directors and its Compensation and Human Resources Committee believe that our ability to grant equity incentive awards to new and existing employees, non-employee directors and eligible consultants has helped us attract, retain and motivate world-class talent across a broad base of employees at different levels of the organization. Historically, we have primarily granted stock options and restricted stock unit awards because these forms of equity compensation provide a strong retention value and incentive for our employees to work to grow the business and build stockholder value, and are attractive to employees who share the entrepreneurial spirit that has made Viasat a success. Our executive officers receive a combination of restricted stock units and performance-based stock options as we believe the forms of these awards continue to drive strong retention value while promoting further alignment with stockholder interests by motivating executive officers to achieve superior performance results.

We believe our strategy is working. During the last two years, our employee turnover rate, inclusive of both voluntary and involuntary turnover, has averaged 12.3%, which is much lower than the annual employee turnover rate for companies in a similar industry. We believe employee retention is particularly important to our success due to the extended time required to design, construct and launch our advanced satellite systems.

Also, our equity incentive program is broad-based, which has worked to build stockholder value by attracting and retaining extraordinarily talented employees. We believe we must continue to offer a competitive equity compensation plan in order to attract and motivate the world-class talent necessary for our continued growth and success. As of June 8, 2022, 45.8% of our employees held outstanding equity awards and all six of our non-employee directors held outstanding equity awards.

The Equity Plan Will No Longer Have Shares Available for Grant.    Under our current forecasts, the Equity Plan will run out of shares available for grant in less than one year, and we will not be able to continue to grant equity to our employees, non-employee directors and consultants unless our stockholders approve the Restated Equity Plan. This assumes we continue to grant awards consistent with our historical usage and current practices, as reflected in our historical burn rate discussed below. While we could increase cash compensation if we are unable to grant equity incentives, we anticipate that we will have difficulty attracting, retaining and motivating our employees if we are unable to grant equity awards to them. Equity-based grants are a more effective compensation vehicle than cash at a growth-oriented, entrepreneurial company because they align employee and stockholder interests, while minimizing impact on current income and cash flow.

 

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PROPOSAL 4    Amendment and Restatement of the 1996 Equity Participation Plan

 

We Manage Our Equity Incentive Award Use Carefully.    We manage our long-term stockholder dilution by limiting the number of equity awards granted annually. The Compensation and Human Resources Committee carefully monitors our total dilution and equity expense to ensure that we maximize stockholder value by granting only the appropriate number of equity awards necessary to attract, reward and retain our talented employees. The following table summarizes the equity awards outstanding and shares of our common stock available for grant under our existing equity plans as of June 8, 2022, and the proposed increase in shares authorized for issuance under the Restated Equity Plan. For information about our Employee Stock Purchase Plan, please see “Equity Compensation Plan Information” below.

 

Equity Compensation Plans as of June 8, 2022

 

       
 

 

Number of
Shares
As a % of
Shares
Outstanding (1)
Dollar
Value (2)
     

Equity Plan

 

 

 

 

 

 

 

 

 

     

Options outstanding (3)

  3,064,119   4.1%   $ 114,138,433
     

Weighted average exercise price of outstanding options

$ 58.53

 

 

 

 

 

 

     

Weighted average remaining term of outstanding options

  3.48 years

 

 

 

 

 

 

     

Restricted stock units outstanding (4)

  4,412,712   5.9%   $ 164,373,522
     

Shares available for grant

  3,163,711   4.2%   $ 117,848,231
     

Shares available for grant under Equity Plan (other than the “RigNet Share Reserve”) (5)

  2,859,825   3.8%   $ 106,528,478
     

Proposed increase in shares available for future issuance under Restated Equity Plan (over existing share reserve under Equity Plan)

  3,156,000   4.2%   $ 117,561,000
     

RigNet, Inc. 2010 Omnibus Incentive Plan (6)

 

 

 

 

 

 

 

 

 

     

Options outstanding

  47,268   0.1%   $ 1,760,733
     

Weighted average exercise price of outstanding options

$ 109.48

 

 

 

 

 

 

     

Weighted average remaining term of outstanding options

  2.99 years

 

 

 

 

 

 

     

Restricted stock units outstanding

  1,498   0.0%   $ 55,801
     

Shares available for grant

  —     0.0%     —  
     

RigNet, Inc. 2019 Omnibus Incentive Plan (6)

 

 

 

 

 

 

 

 

 

     

Options outstanding

  10,961   0.0%   $ 408,297
     

Weighted average exercise price of outstanding options

$ 31.28

 

 

 

 

 

 

     

Weighted average remaining term of outstanding options

  4.47 years

 

 

 

 

 

 

     

Restricted stock units outstanding

  151,942   0.2%   $ 5,659,840
     

Shares available for grant

  303,886   0.4%   $ 11,319,754

 

(1)

Based on 75,182,005 shares of Viasat common stock outstanding as of June 8, 2022.

 

(2)

Based on the closing price per share of Viasat common stock on June 8, 2022 ($37.25).

 

(3)

Includes an aggregate of 2,423,390 performance-based stock options granted in fiscal years 2022, 2021, 2020, 2019 and 2018 (based on “target” level of performance). Performance-based stock options may be eligible to vest at 175% of the “target” award levels at “maximum” performance. There were no options granted from the RigNet Share Reserve on or after April 30, 2021 and prior to June 8, 2022 that remain outstanding as of June 8, 2022.

 

(4)

Includes an aggregate of 88,374 restricted stock units that have been granted from the RigNet Share Reserve on or after April 30, 2021 and prior to June 8, 2022 that remain outstanding as of June 8, 2022.

 

(5)

For purposes of calculating the shares that remain available for grant under the Equity Plan, each “full value” award is counted using the applicable ratio as specified in the Equity Plan and performance-based stock options are calculated assuming “maximum” performance. This number does not include the 303,886 shares available for issuance under the Equity Plan as of June 8, 2022 under the “RigNet

 

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PROPOSAL 4    Amendment and Restatement of the 1996 Equity Participation Plan

 

  Share Reserve” (as defined below). As of June 8, 2022, no additional awards will be granted under the Equity Plan out of the RigNet Share Reserve. In connection with Viasat’s acquisition of RigNet, Inc., or RigNet, Viasat assumed the RigNet, Inc. 2019 Omnibus Incentive Plan, or the RigNet 2019 Plan, and certain outstanding awards thereunder, including the assumption of the shares of common stock of RigNet available for issuance under the RigNet 2019 Plan. The shares available for issuance under the RigNet 2019 Plan as of the closing of the acquisition, as well as any shares subject to outstanding awards under the RigNet 2019 Plan as of the closing of the acquisition that became available for issuance under the RigNet 2019 Plan after the closing of the acquisition and prior to June 8, 2022 in accordance with the terms of the RigNet 2019 Plan as a result of the expiration, cancellation or forfeiture of such awards (in each case after appropriate adjustment of the number of shares to reflect the transaction), were available for future awards under the Equity Plan pursuant to an exception from the stockholder approval rules under Nasdaq Stock Market Rule 5635(c)(3) (such shares, the “RigNet Share Reserve”).

 

(6)

In connection with our acquisition of RigNet in April 2021, we assumed the RigNet 2019 Plan, the RigNet 2010 Omnibus Incentive Plan, that certain Nonqualified Stock Option Award Agreement, by and between RigNet, Inc. and Errol Olivier, effective as of January 8, 2020, and that certain Restricted Stock Unit Award Agreement, by and between RigNet, Inc. and Errol Olivier, effective as of January 8, 2020 (together we refer to these assumed RigNet Plans as the RigNet Plans), and the awards outstanding thereunder, which assumed awards were automatically converted into awards with the right to shares of Viasat common stock (in each case after appropriate adjustment of the number of shares to reflect the transaction). As of June 8, 2022, no awards remain outstanding under that certain Nonqualified Stock Option Award Agreement, by and between RigNet, Inc. and Errol Olivier, effective as of January 8, 2020, or that certain Restricted Stock Unit Award Agreement, by and between RigNet, Inc. and Errol Olivier, effective as of January 8, 2020. No additional awards may be issued under the RigNet Plans.

In fiscal years 2022, 2021 and 2020, our annual gross burn rates under the Equity Plan were 3.79%, 3.71% and 3.13%, respectively (calculated by dividing (1) the number of shares subject to equity awards granted during the applicable fiscal year by (2) the weighted-average number of shares outstanding during such fiscal year). If we multiply each “full-value award” by a multiplier of 2.0 (consistent with the methodology employed by certain proxy advisory firms), the “adjusted” annual gross burn rates under the Equity Plan would be 5.11%, 5.00% and 4.23% for fiscal years 2022, 2021 and 2020, respectively. Our three-year average “adjusted” gross burn rate of 4.78% during this period falls below the applicable ISS burn rate benchmark of 6.32% for Russell 3000 Technology Hardware and Equipment companies. As permitted under the burn rate calculation policy published by ISS, the foregoing burn rate calculations exclude the performance-based stock options granted during fiscal years 2022, 2021 and 2020. In fiscal years 2022, 2021 and 2020, we issued performance-based stock options to purchase an aggregate of 599,292, 784,653 and 603,306 shares of our common stock at “target” performance, respectively, which represented 0.82%, 1.18% and 0.98% of the weighted-average number of shares outstanding during fiscal years 2022, 2021 and 2020, respectively.

In fiscal years 2022, 2021 and 2020, our end of year equity overhang rates for the Equity Plan were 14.87%, 13.49% and 14.45%, respectively (calculated by dividing (1) the number of shares subject to equity awards outstanding at the end of the applicable fiscal year plus the number of shares remaining available for issuance under the Equity Plan at the end of such fiscal year by (2) the number of our shares outstanding at the end of such fiscal year). If approved, the issuance of the additional 3,156,000 shares to be reserved under the Restated Equity Plan would dilute the holdings of stockholders by an additional 4.20%, based on the number of shares of Viasat common stock outstanding as of June 8, 2022.

In requesting approval of the Restated Equity Plan, we are asking stockholders for a pool of shares anticipated for one year’s worth of equity-based grants under our current compensation program to provide a predictable but competitive amount of equity for attracting, retaining and motivating employees, non-employee directors and consultants as we continue to grow. We cannot predict our future equity grant practices, the future price of our shares or future hiring activity with any degree of certainty at this time, and the share reserve under the Restated Equity Plan could last for a shorter or longer time. The Board of Directors will not create a subcommittee to evaluate the risks and benefits for issuing the additional authorized shares requested.

The Restated Equity Plan Combines Compensation and Governance Best Practices.    The Restated Equity Plan includes provisions that are designed to protect our stockholders’ interests and to reflect corporate governance “best practices” including:

 

   

Continued broad-based eligibility for equity awards.    We grant equity awards to a significant number of our employees. By doing so, we link employee interests with stockholder interests throughout the organization and motivate our employees to act as owners of the business.

 

   

Stockholder approval is required for additional shares.    The Restated Equity Plan does not contain an annual “evergreen” provision. The Restated Equity Plan authorizes a fixed number of shares, so that stockholder approval is required to increase the maximum number of shares of our common stock which may be issued under the Restated Equity Plan.

 

   

No discount stock options or stock appreciation rights.    All stock options and stock appreciation rights will have an exercise price equal to or greater than the fair market value of our common stock on the date the stock option or stock appreciation right is granted. To date, we have not granted any stock appreciation rights.

 

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PROPOSAL 4    Amendment and Restatement of the 1996 Equity Participation Plan

 

   

Minimum vesting provision.    The Restated Equity Plan imposes a minimum one-year vesting requirement on all equity awards, with limited exceptions.

 

   

No single-trigger vesting of awards for employees.    The Restated Equity Plan does not provide employees with any single-trigger accelerated vesting provisions for changes in control.

 

   

Limitations on awards.    Not more than 1,000,000 shares may be subject to options or stock appreciation rights for any one individual per fiscal year. The Restated Equity Plan also has an individual award limit of 300,000 shares per fiscal year for grants of restricted stock, performance awards, dividend equivalents, restricted stock units and stock payments (except for grants made upon initial service of an employee, which have an award limit of 600,000 shares). In addition, the maximum aggregate amount of cash that may be paid in cash to any one person during any fiscal year with respect to one or more awards initially payable in cash is $5,000,000.

 

   

Repricing is not allowed.    The Restated Equity Plan prohibits the repricing or other exchange of underwater stock options and stock appreciation rights for new awards or cash without prior stockholder approval.

 

   

No tax gross-ups.    The Restated Equity Plan does not provide for any tax gross-ups.

 

   

Reasonable limit on full value awards.    For purposes of calculating the shares that remain available for issuance under the Restated Equity Plan, grants of stock options and stock appreciation rights will be counted as the grant of one share for each one share actually granted, as described above. However, to protect our stockholders from potentially greater dilutive effect of full value awards, all grants of full value awards will be counted against the Restated Equity Plan’s share reserve as 2 shares for each share subject to full value awards.

 

   

Reasonable share counting provisions.    In general, and as described in more detail below, when awards granted under the Restated Equity Plan (including RigNet Share Reserve Awards) expire or are canceled, or are settled in cash, or when the shares subject to a full value award are forfeited by the holder or withheld or repurchased by us, including to satisfy any tax withholding obligation with respect to such full value award, the shares reserved for those awards will be returned to the share reserve and be available for future awards in an amount corresponding to the reduction in the share reserve previously made with respect to such award (or, in the case of a RigNet Share Reserve Award that was a full value award, two (2) shares for each share subject to such award) (provided that shares tendered by the holder or withheld by us to satisfy any tax withholding obligation with respect to a full value award at a tax withholding rate in excess of the minimum tax withholding obligation shall not be added back to the share reserve to the extent in excess of such minimum tax withholding obligation). However, the following shares will not be returned to the share reserve under the Restated Equity Plan: (1) shares of common stock that are delivered by the grantee or withheld by us as payment of the exercise price in connection with the exercise of an option or payment of the tax withholding obligation in connection with any option or stock appreciation right; (2) shares purchased on the open market with the cash proceeds from the exercise of options; and (3) shares subject to a stock appreciation right that are not issued in connection with the stock settlement of the stock appreciation right on its exercise.

 

   

Limitations on dividend and dividend equivalent payments on unvested awards.    Dividends and dividend equivalents may not be paid on awards subject to vesting conditions unless and until such conditions are met.

Stockholder Approval Requirement.    In general, stockholder approval of the Restated Equity Plan will implement the foregoing changes while (1) complying with the terms of the Equity Plan regarding amendments, (2) meeting the stockholder approval requirements of Nasdaq, and (3) preserving our ability to grant stock options under the Restated Equity Plan that are intended to qualify as ISOs.

If this Proposal 4 is not approved, the Restated Equity Plan will not become effective, the existing Equity Plan will continue in full force and effect, and we may continue to grant awards under the Equity Plan, subject to its terms, conditions and limitations, using the shares of our common stock available for issuance thereunder (including the RigNet Share Reserve).

Summary of the Restated Equity Plan

The following is a summary of the Restated Equity Plan. This summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Restated Equity Plan, a copy of which is attached as Appendix A to this proxy statement.

General Nature and Purpose.    The Restated Equity Plan was adopted (1) to further our growth, development and financial success by providing additional incentives to some of our key employees who have been or will be given responsibility for the management or administration of our business affairs, by assisting them to become owners of our capital stock and thus to benefit directly from our growth, development and financial success, and (2) to enable us to retain the services of the type of professional, technical and managerial employees considered essential to our long-range success, by providing and offering them the opportunity to become owners of our capital stock. The Restated Equity Plan provides for the grant to our executive officers, other key employees, consultants and non-employee directors of a broad variety of stock-based compensation alternatives such as non-qualified stock options, incentive stock options, restricted stock, restricted stock units, dividend equivalents, stock payments, stock appreciation rights and performance awards.

 

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PROPOSAL 4    Amendment and Restatement of the 1996 Equity Participation Plan

 

Administration.    The Compensation and Human Resources Committee of the Board of Directors will administer the Restated Equity Plan. The full Board of Directors will administer the Restated Equity Plan with respect to awards to non-employee directors. The Compensation and Human Resources Committee and the Board of Directors, as applicable, are referred to in this summary as the plan administrator. In addition to administering the Restated Equity Plan, the plan administrator is also authorized to adopt, amend and rescind rules relating to the administration of the Restated Equity Plan.

Shares Subject to Restated Equity Plan.    The Equity Plan currently provides for the issuance of up to 41,315,000 shares of our common stock, plus the RigNet Share Reserve. If this Proposal 4 is approved, the Restated Equity Plan will provide for the issuance of an additional 3,156,000 shares of our common stock over the existing share reserve under the Equity Plan, and the RigNet Share Reserve will be eliminated. As of June 8, 2022, no additional awards will be granted under the Equity Plan out of the RigNet Share Reserve.

Under the Restated Equity Plan, any shares subject to awards granted out of the RigNet Share Reserve between the closing of the RigNet acquisition and June 8, 2022 that are recycled back into the Restated Equity Plan in accordance with its terms will be added back to the share reserve of the Restated Equity Plan, as discussed below. As of June 8, 2022, awards with respect to a total of 88,374 shares that were granted out of the RigNet Shares under the Plan on or after the RigNet Closing but prior to June 8, 2022 (the RigNet Share Reserve Awards) remained outstanding under the Plan.

Under the terms of the Restated Equity Plan, the shares available for issuance may be used for all types of awards under a fungible pool formula. Pursuant to this fungible pool formula, the available share reserve will be reduced by one share for every one share subject to an option or a stock appreciation right. Full value awards will be counted against the Restated Equity Plan’s available share reserve as 2 shares for each share subject to full value awards. The payment of dividend equivalents in cash in conjunction with any outstanding awards will not be counted against the shares available for issuance under the Restated Equity Plan.

If (1) any award under the Restated Equity Plan (including any RigNet Share Reserve Award) expires or is cancelled without having been fully exercised or paid or such award is settled for cash, (2) any shares subject to a full value award are forfeited by the holder or repurchased by us, or (3) any shares are tendered by the holder or withheld by us to satisfy any tax withholding obligation with respect to a full value award, then the shares subject to such award may, to the extent of such expiration, cancellation, cash settlement, forfeiture or repurchase, be used again for new grants under the Restated Equity Plan in an amount corresponding to the reduction in the share reserve previously made with respect to such award (or, in the case of a RigNet Share Reserve Award that was a full value award, two (2) shares for each share subject to such award).

Notwithstanding the foregoing, the following shares will not be added to the shares authorized for grant under the Restated Equity Plan: (1) any shares tendered or withheld to satisfy the exercise price of an option or any tax withholding obligation with respect to an option or stock appreciation right, (2) any shares subject to a stock appreciation right that are not issued in connection with the stock settlement of the stock appreciation right on its exercise, (3) any shares purchased on the open market with the cash proceeds from the exercise of options, and (4) any shares tendered by the holder or withheld by us to satisfy any tax withholding obligation with respect to a full value award at a tax withholding rate in excess of the minimum tax withholding obligation, to the extent in excess of such minimum tax withholding obligation.

The number of shares subject to the Restated Equity Plan, and the limitations on the number of shares subject to grants and awards under the Restated Equity Plan, may in the discretion of the plan administrator be adjusted to reflect changes in our capitalization or certain corporate events which are described more fully in the Restated Equity Plan, but include stock splits, recapitalizations, reorganizations and reclassifications. In the event of an equity restructuring, (1) the number and type of securities subject to each outstanding award and the grant or exercise price per share for each outstanding award, if applicable, will be proportionately adjusted, and (2) the plan administrator will make proportionate adjustments to reflect such equity restructuring with respect to the aggregate number and type of shares that may be issued under the Restated Equity Plan (including, but not limited to, adjustments of the number of shares available under the plan and the maximum number of shares which may be subject to awards to a participant during any fiscal year).

Under the Restated Equity Plan, not more than 1,000,000 shares may be subject to options or stock appreciation rights for any one individual per fiscal year. The Restated Equity Plan also has an individual award limit of 300,000 shares per fiscal year for grants of restricted stock, performance awards, dividend equivalents, restricted stock units and stock payments (except for grants made upon initial service of an employee, which has an award limit of 600,000 shares). In addition, the maximum aggregate amount of cash that may be paid in cash to any one person during any fiscal year with respect to one or more awards initially payable in cash shall be $5,000,000.

Eligibility.    Any employee, consultant or non-employee director selected by the plan administrator is eligible to receive equity awards under the Restated Equity Plan. The plan administrator, in its absolute discretion, will determine (1) among the eligible participants the individuals to whom awards are to be granted, (2) the number of shares to be granted, and (3) the terms and

 

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PROPOSAL 4    Amendment and Restatement of the 1996 Equity Participation Plan

 

conditions of the awards. As of June 8, 2022, outstanding equity awards have been issued to approximately 3,300 of our approximately 7,200 employees, to none of our approximately 520 consultants, and to all six of our non-employee directors under the Equity Plan.

Purchase Price of Optioned Shares.    The price per share of the shares subject to each option is set by the plan administrator. However, the price per share cannot be less than fair market value on the date the option is granted. In the case of incentive stock options granted to an individual then owning more than 10% of the total combined voting power of all classes of stock of Viasat or any subsidiary or parent corporation of Viasat, the exercise price per share for each such option cannot be less than 110% of the fair market value of a share of common stock on the date the option is granted. On June 8, 2022, the closing price of Viasat common stock on the Nasdaq Global Select Market was $37.25 per share.

Terms of Options.    The term of an option is set by the plan administrator in its discretion. However, the term of an option cannot exceed six years under the Restated Equity Plan. In the case of incentive stock options granted to an individual then owning more than 10% of the total combined voting power of all classes of stock of Viasat, the term may not exceed five years.

Exercise of Options.    Upon the exercise of an option under the Restated Equity Plan, the optionee must make full cash payment to the Corporate Secretary of Viasat for the shares with respect to which the option, or portion of the option, is exercised. However, the plan administrator may in its discretion allow various forms of payment, which are described in the Restated Equity Plan.

Other Stock Awards.    The Restated Equity Plan allows for various other awards including restricted stock, performance awards, dividend equivalents, restricted stock units, stock payments and stock appreciation rights. Except as expressly permitted by the Restated Equity Plan, awards of restricted stock will have a minimum vesting schedule of three years (except for restricted stock performance awards, which will have a minimum performance period of one year). The term of a stock appreciation right cannot exceed six years under the Restated Equity Plan and the exercise price per share of a stock appreciation right cannot be less than fair market value on the date the stock appreciation right is granted. Dividends and dividend equivalents may not be paid on awards subject to vesting conditions unless and until such conditions are met.

Director Compensation.    During the term of the Restated Equity Plan, a person who is initially elected to the Board of Directors and who is a non-employee director at that time is automatically granted 3,000 restricted stock units and an option to purchase 9,000 shares of common stock. At each subsequent annual meeting of stockholders, each non-employee director will automatically be granted 1,600 restricted stock units and an option to purchase 5,000 shares of common stock. The initial equity awards granted to non-employee directors vest in three equal annual installments on the first three anniversaries of the date of grant. The annual equity award grants to non-employee directors vest in full on the first anniversary of the date of grant. Under the Restated Equity Plan, awards to non-employee directors will be eligible for accelerated vesting in the event of a change in control or the director’s death or disability.

Performance Criteria.    Under the Restated Equity Plan, the plan administrator may grant awards that are paid, vest or become exercisable upon the attainment of performance criteria, which may include, but are not limited to, one or more of the following business criteria with respect to us, any of which may be measured with respect to our performance or the performance of a division, business unit or an individual:

 

   

net earnings (either before or after one or more of the following: interest, taxes, depreciation and amortization),

 

   

gross or net sales or revenue,

 

   

net income (either before or after taxes),

 

   

operating earnings or profit,

 

   

cash flow (including, but not limited to, operating cash flow and free cash flow),

 

   

return on assets,

 

   

return on capital,

 

   

return on stockholders’ equity,

 

   

return on sales,

 

   

gross or net profit or operating margin,

 

   

costs,

 

   

funds from operations,

 

   

expenses,

 

   

working capital,

 

   

earnings per share, or

 

   

price per share of Viasat common stock.

 

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PROPOSAL 4    Amendment and Restatement of the 1996 Equity Participation Plan

 

The plan administrator will select the performance criteria (and any permissible objectively determinable adjustments) for each performance award for purposes of establishing the performance goal(s) applicable to such performance award for the designated performance period. With regard to a particular performance period, the plan administrator will have the discretion to select the length of the performance period, the type of performance-based awards to be granted, and the performance goals that will be used to measure the performance for the period.

Minimum Vesting Requirement.    The Restated Equity Plan contains a minimum vesting period which provides that no award agreements will provide for vesting of the award thereunder earlier than one year after the applicable grant date; provided, however, that the plan administrator may accelerate the vesting of an award in the case of a participant’s termination of service, death or disability, or a Corporate Transaction or Change in Control (each as defined in the Restated Equity Plan or in the applicable award agreement), notwithstanding such minimum vesting provisions; and provided further that, the minimum vesting restrictions will not apply to (1) awards granted after the effective date of the Restated Equity Plan that cover, in the aggregate, no more than 5% of the shares of common stock reserved for issuance under the Restated Equity Plan, (2) awards delivered in lieu of fully-vested cash-based awards under the Restated Equity Plan (or other fully-vested cash awards or payments), and (3) any awards to non-employee directors for which the vesting period runs from the date of one annual meeting of our stockholders to the next annual meeting of our stockholders (so long as such period is at least 50 weeks).

No Repricing.    The Restated Equity Plan prohibits the repricing or other exchange of underwater stock options or stock appreciation rights for new awards or cash without prior stockholder approval.

Amendment and Termination of the Plan.    The Restated Equity Plan may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the plan administrator. However, stockholder approval will be obtained of any amendment or modification to the extent required by applicable law, regulation or rule. The Restated Equity Plan will continue until terminated by the plan administrator. No incentive stock options may be granted under the Restated Equity Plan after June 27, 2032.

Securities Laws.    The Restated Equity Plan is intended to comply with all provisions of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and any and all regulations and rules promulgated by the SEC thereunder, including, without limitation, Rule 16b-3.

U.S. Federal Income Tax Consequences

The following is a general discussion of the principal federal income tax considerations for both Viasat and the recipients of the various awards under the Restated Equity Plan, and is based upon the tax laws and regulations of the United States existing as of the date hereof, all of which are subject to modification at any time. The following discussion is intended for general information only. The tax consequences described below are subject to the limitations of Section 162(m) of the Code, as discussed in further detail below. Alternative minimum tax and other federal taxes and foreign, state and local income taxes are not discussed, and may vary depending on individual circumstances and from locality to locality.

Consequences to Employees: Incentive Stock Options.    No income is recognized for federal income tax purposes by an optionee at the time an incentive stock option is granted, and, except as discussed below, no income is recognized by an optionee upon his or her exercise of an incentive stock option. If the optionee makes no disposition of the common stock received upon exercise of an incentive stock option within two years from the date such option was granted or one year from the date the option is exercised, the optionee will recognize capital gain or loss when he or she disposes of the common stock. This gain or loss generally will be measured by the difference between the exercise price of the option and the amount received for the common stock at the time of disposition. The exercise of an incentive stock option will give rise to an item of adjustment that may result in alternative minimum tax liability for the optionee. If the optionee disposes of the common stock acquired upon exercise of an incentive stock option within two years after being granted the option or within one year after acquiring the common stock, any amount realized from such disqualifying disposition will be taxable as ordinary income in the year of disposition to the extent that (1) the lesser of (a) the fair market value of the shares on the date the incentive stock option was exercised or (b) the fair market value at the time of such disposition exceeds (2) the incentive stock option exercise price. Any amount realized upon disposition in excess of the fair market value of the shares on the date of exercise will be treated as long or short-term capital gain, depending upon the length of time the shares have been held.

Consequences to Employees: Non-Qualified Stock Options.    No income is recognized for federal income tax purposes by an optionee at the time a non-qualified stock option is granted. In general, at the time shares of common stock are issued to an optionee pursuant to exercise of a non-qualified stock option, the optionee will recognize ordinary income equal to the excess of the fair market value of the shares on the date of exercise over the exercise price. An optionee will recognize gain or loss on the subsequent sale of common stock acquired upon exercise of a non-qualified stock option in an amount equal to the difference between the selling price and the tax basis of the common stock, which will include the price paid plus the amount included in the optionee’s income by reason of the exercise of the non-qualified stock option. Provided the shares of common stock are held as a capital asset, any gain or loss resulting from a subsequent sale will be short-term or long-term capital gain or loss depending upon the length of time the shares have been held.

 

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PROPOSAL 4    Amendment and Restatement of the 1996 Equity Participation Plan

 

Consequences to Viasat: Incentive Stock Options.    We will not be allowed a deduction for federal income tax purposes at the time of the grant or exercise of an incentive stock option. There are also no federal income tax consequences to us as a result of the disposition of common stock acquired upon exercise of an incentive stock option if the disposition is not a disqualifying disposition. At the time of a disqualifying disposition by an optionee, we will be entitled to a deduction for the amount received by the optionee to the extent that such amount is taxable to the optionee as ordinary income.

Consequences to Viasat: Non-Qualified Stock Options.    Generally, we will be entitled to a deduction for federal income tax purposes in the year and in the same amount as the optionee is considered to have realized ordinary income in connection with the exercise of a non-qualified stock option.

Restricted Stock.    Generally, a participant in the Restated Equity Plan will not be taxed upon the grant or purchase of restricted stock that is subject to a “substantial risk of forfeiture,” within the meaning of Section 83 of the Code, until such time as the restricted stock is no longer subject to the substantial risk of forfeiture. At that time, the participant will be taxed on the difference between the fair market value of the common stock and the amount the participant paid, if any, for such restricted stock. However, the recipient of restricted stock under the Restated Equity Plan may make an election under Section 83(b) of the Code to be taxed with respect to the restricted stock as of the date of transfer of the restricted stock rather than the date or dates upon which the restricted stock is no longer subject to a substantial risk of forfeiture and the participant would otherwise be taxable under Section 83 of the Code. Viasat will be eligible for a tax deduction as a compensation expense at the time the participant recognizes ordinary income equal to the amount of income recognized.

Stock Appreciation Rights.    A participant will not be taxed upon the grant of a stock appreciation right. Upon the exercise of the stock appreciation right, the participant will recognize ordinary income equal to the amount of cash or the fair market value of the stock received upon exercise. At the time of exercise, Viasat will be eligible for a tax deduction as a compensation expense equal to the amount that the participant recognizes as ordinary income.

Performance Awards, Dividend Equivalents, Restricted Stock Units and Stock Payments.    A participant will have ordinary income upon receipt of stock or cash payable under a performance award, dividend equivalents, restricted stock units and stock payments. Viasat will be eligible for a tax deduction as a compensation expense equal to the amount of ordinary income recognized by the participant.

Section 162(m).     Under Section 162(m) of the Code, in general, income tax deductions of publicly-traded companies may be limited to the extent total compensation (including base salary, annual bonus, stock option exercises and non-qualified benefits paid in 1994 and thereafter) for certain “covered employees” exceeds $1 million in any one taxable year. Prior to the Tax Cuts and Jobs Act of 2017, or TCJA, covered employees generally consisted of our chief executive officer and each of the next three highest compensated officers serving at the end of the taxable year other than our chief financial officer, and the deduction limit did not apply to certain “performance-based” compensation established by an independent compensation committee which conformed to certain restrictive conditions stated under the Code and related regulations. As part of the TCJA, the ability to rely on this exemption was, with certain limited exceptions, eliminated, and the definition of covered employees was expanded to generally include all named executive officers. Certain awards under the Equity Plan granted prior to November 2, 2017 may be grandfathered from the changes made by the TCJA under certain limited transition relief, however, for grants after that date and any grants which are not grandfathered, we will no longer be able to take a deduction for any compensation in excess of $1 million that is paid to a covered employee. There is no guarantee that any awards will be eligible for the transition relief or that we will be able to take a deduction for any compensation in excess of $1 million that is paid to a covered employee under the Equity Plan or the Restated Equity Plan.

New Plan Benefits

The number of awards that an eligible individual may receive under the Restated Equity Plan is in the discretion of the Board of Directors or the Compensation and Human Resources Committee and therefore cannot be determined in advance. As noted above, the Restated Equity Plan provides for automatic grants of restricted stock unit awards and stock options to non-employee directors. Other than these automatic awards, neither the Compensation and Human Resources Committee nor the Board of Directors has made any determination to grant any awards to any persons under the Restated Equity Plan as of the date of this proxy statement.

 

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PROPOSAL 4  •  Amendment and Restatement of the 1996 Equity Participation Plan

 

Plan Benefits Under Equity Plan

For illustrative purposes only, the following table sets forth the aggregate number of shares subject to restricted stock unit awards and stock options granted under the Equity Plan during the last fiscal year to the following individuals and groups:

 

     

Name or Group

Number of Shares
Subject to
Restricted Stock
Units Granted (#)
Number of Shares
Underlying Options
Granted (#) (1)
   

Richard Baldridge

  87,451               142,687            
   

Mark Dankberg

  88,518               142,687            
   

Shawn Duffy

  18,678               30,040            
   

Kevin Harkenrider

  20,354               34,546            
   

Mark Miller

  17,700               30,040            
   

All current executive officers, as a group (15 persons)

  370,114               599,292            
   

All current directors who are not executive officers, as a group (6 persons)

  9,600               30,000            
   

All nominees for election as a director (3 persons)

  90,651               152,687            
   

Each associate of any such directors, executive officers or nominees

  —               —            
   

Each other person who received or is to receive 5% of such options, warrants or rights

  —               —            
   

All other employees, as a group

  1,527,308               —            

 

(1)

For purposes of the table above, performance-based stock options are included at “target” levels. Performance-based stock options may be eligible to vest at 175% of the “target” award levels at “maximum” performance. For a more detailed discussion of the performance-based stock options, see the “Executive Compensation” section below.

Recommendation of the Board

The Board of Directors unanimously recommends that you vote “FOR” the amendment and restatement of the Equity Plan.

 

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OWNERSHIP OF SECURITIES

Beneficial Ownership Table

The following table sets forth information known to us regarding the ownership of Viasat common stock as of July 1, 2022 by (1) each director, (2) each of the Named Executive Officers identified in the Summary Compensation Table, (3) all directors and executive officers of Viasat as a group, and (4) all other stockholders known by us to be beneficial owners of more than 5% of Viasat common stock.

 

     

Name of Beneficial Owner (1)

   Amount and Nature
of Beneficial
Ownership (2)
  

Percent Beneficial
Ownership

(%) (3)

 

Directors and Officers:

    

 

 

 

 

 

   

 

    

 

 

 

 

 

Mark Dankberg

  

 

1,805,940

 

 

(4)

  

 

2.4            

Robert Johnson

  

 

717,896

 

 

(5)

  

 

*            

Mark Miller

  

 

427,641

 

 

(6)

  

 

*            

Richard Baldridge

  

 

303,046

 

 

(7)

  

 

*            

Shawn Duffy

  

 

78,157

 

 

(8)

  

 

*            

John Stenbit

  

 

47,600

 

 

(9)

  

 

*            

 

Kevin Harkenrider

  

 

45,860

 

 

(10)

  

 

*            

Varsha Rao

  

 

36,650

 

 

(11)

  

 

*            

Sean Pak

  

 

31,800

 

 

(12)

  

 

*            

Theresa Wise

  

 

14,600

 

 

(13)

  

 

*            

James Bridenstine

  

 

4,000

 

 

(14)

  

 

*            

All directors, named executive officers and executive officers as a group (21 persons)

  

 

3,772,594

 

   

 

  

 

4.9            

Other 5% Stockholders:

    

 

 

 

 

 

   

 

    

 

 

 

 

 

The Baupost Group, L.L.C.

  

 

16,288,959

 

 

(15)

  

 

21.6            

The Vanguard Group

  

 

6,534,668

 

 

(16)

  

 

8.6            

BlackRock, Inc.

  

 

6,301,804

 

 

(17)

  

 

8.3            

FPR Partners, LLC

  

 

5,230,410

 

 

(18)

  

 

6.9            

 

*

Less than 1%.

 

(1)

This table shows beneficial ownership of our common stock as calculated under SEC rules, which specify that a person is the beneficial owner of securities if that person has sole or shared voting or investment power. Except as indicated in the footnotes to this table and pursuant to applicable community property laws, to our knowledge, the persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially owned. Unless otherwise indicated, the address of each person or entity named is c/o Viasat, Inc., 6155 El Camino Real, Carlsbad, California 92009.

 

(2)

In computing the number of shares beneficially owned by a person named in the table and the percentage ownership of that person, shares of common stock that such person had the right to acquire within 60 days after July 1, 2022 are deemed outstanding, including without limitation, upon the exercise of options or the vesting of restricted stock units. These shares are not, however, deemed outstanding for the purpose of computing the percentage ownership of any other person. References to options in the footnotes of the table include only options to purchase shares that were exercisable within 60 days after July 1, 2022 and references to restricted stock units in the footnotes of the table include only restricted stock units that are scheduled to vest within 60 days after July 1, 2022.

 

(3)

For each person included in the table, percentage ownership is calculated by dividing the number of shares beneficially owned by such person by the sum of (a) 75,551,823 shares of common stock outstanding on July 1, 2022 plus (b) the number of shares of common stock that such person had the right to acquire within 60 days after July 1, 2022.

 

(4)

Includes (a) 140,000 shares subject to options exercisable by Mr. Dankberg within 60 days after July 1, 2022, (b) 69,365 shares held by the Dankberg Family Foundation, (c) 1,593,707 shares held by the Dankberg Family Trust, and (d) 587,049 shares pledged as collateral in a brokerage liquidity access line. With respect to the shares pledged by Mr. Dankberg, it should be noted that (i) Mr. Dankberg’s pledged shares are not designed to shift or hedge any economic risk associated with his ownership of Viasat common stock, (ii) the total number of shares of Viasat common stock pledged under this arrangement constituted less than 1.0% of the total outstanding shares of Viasat common stock as of July 1, 2022, (iii) the maximum aggregate principal amount of advances secured by Mr. Dankberg’s pledged shares is $10 million, which, based on the closing price of Viasat common stock on July 1, 2022, would be equivalent to only approximately 355,240 shares of Viasat common stock, and (iv) Mr. Dankberg has advised us that he has the financial capacity to repay any advance under his agreement without resort to the pledged shares.

 

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   OWNERSHIP OF SECURITIES    Beneficial Ownership Table

 

(5)

Includes (a) 25,000 shares subject to options exercisable by Mr. Johnson within 60 days after July 1, 2022, and (b) 681,696 shares held by the Robert W. Johnson Revocable Trust dated 8/13/1992.

 

(6)

Includes (a) 10,000 shares subject to options exercisable by Mr. Miller within 60 days after July 1, 2022, (b) 89,249 shares subject to restricted stock units that are scheduled to vest within 60 days after July 1, 2022 and (c) 325,874 shares subject to the Miller Family Trust dated 11/13/2000.

 

(7)

Includes (a) 112,500 shares subject to options exercisable by Mr. Baldridge within 60 days after July 1, 2022, and (b) 187,289 shares held by the Richard and Donna Baldridge Family Trust.

 

(8)

Includes 27,500 shares subject to options exercisable by Ms. Duffy within 60 days after July 1, 2022.

 

(9)

Includes (a) 25,000 shares subject to options exercisable by Mr. Stenbit within 60 days after July 1, 2022, and (b) 21,000 shares held by the Pietje 2012 Gift Trust.

 

(10)

Includes 21,500 shares subject to options exercisable by Mr. Harkenrider within 60 days after July 1, 2022.

 

(11)

Includes 29,000 shares subject to options exercisable by Ms. Rao within 60 days after July 1, 2022.

 

(12)

Includes (a) 24,000 shares subject to options exercisable by Mr. Pak within 60 days after July 1, 2022, and (b) 7,800 shares held by the Sean S. Pak and Caroline K. Shin Revocable Trust dated April 29, 2015.

 

(13)

Includes 11,000 shares subject to options exercisable by Dr. Wise within 60 days after July 1, 2022.

 

(14)

Includes 3,000 shares subject to options exercisable by Mr. Bridenstine within 60 days after July 1, 2022 and (b) 1,000 shares held by the JBMB 2021 Trust.

 

(15)

Based solely on information contained in a Schedule 13D/A jointly filed with the SEC on November 10, 2021 by The Baupost Group, L.L.C. (Baupost), Baupost Group GP, L.L.C. (Baupost GP) and Seth A. Klarman. Such Schedule states that Baupost, Baupost GP and Mr. Klarman have shared voting and dispositive power over 16,288,959 shares. Baupost is a registered investment adviser and acts as an investment adviser and general partner to certain private investment limited partnerships. Baupost GP is the manager of Baupost. Mr. Klarman is the sole managing member of Baupost GP and a controlling person of Baupost. The address of Baupost, Baupost GP and Mr. Klarman is 10 St. James Avenue, Suite 1700, Boston, Massachusetts 02116.

 

(16)

Based solely on information contained in a Schedule 13G/A filed with the SEC on February 10, 2022 by The Vanguard Group (Vanguard). Such Schedule states that Vanguard has shared voting power over 32,711 shares, sole dispositive power over 6,444,424 shares and shared dispositive power over 90,244 shares. The address of Vanguard is 100 Vanguard Boulevard, Malvern, Pennsylvania 19355.

 

(17)

Based solely on information contained in a Schedule 13G/A filed with the SEC on February 7, 2022 by BlackRock, Inc. Such Schedule states that BlackRock, Inc. has sole voting power over 6,058,838 shares and sole dispositive power over 6,301,804 shares. The address of BlackRock, Inc. is 55 East 52nd Street, New York, New York 10055.

 

(18)

Based solely on information contained in a Schedule 13G/A jointly filed with the SEC on February 14, 2022 by FPR Partners, LLC (FPR), Andrew Raab and Bob Peck. Such Schedule states that FPR has sole voting and dispositive power over 5,230,410 shares, and that Mr. Raab and Mr. Peck have shared voting and dispositive power over 5,230,410 shares. FPR is a registered investment adviser and acts as an investment manager to certain limited partnerships. Mr. Raab and Mr. Peck are the senior managing members of FPR. The address of FPR, Mr. Raab and Mr. Peck is 199 Fremont Street, Suite 2500, San Francisco, California 94105.

Delinquent Section 16(a) Reports

Section 16(a) of the Securities Exchange Act of 1934 requires our directors, executive officers and beneficial owners of more than 10% of Viasat common stock to file reports of ownership and changes in ownership with the SEC. These persons are required to furnish us with copies of all forms that they file. Based solely on our review of copies of these forms in our possession, or in reliance upon written representations from our directors and executive officers, we believe that all of our directors, executive officers and greater than 10% beneficial owners complied with the Section 16(a) filing requirements during the fiscal year ended March 31, 2022, with the following exception: a late report was filed on behalf of Mr. Stenbit on September 7, 2021 with respect to a gift of common stock.

 

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Table of Contents

 

EXECUTIVE COMPENSATION

QUICK REFERENCE GUIDE:

 

 

 

Page

COMPENSATION DISCUSSION AND ANALYSIS

32

Business Overview and Fiscal Year 2022 Performance Highlights

33

Executive Compensation Decisions Informed by Stockholder Feedback

34

Overview and Objectives of Executive Compensation Program

34

Key Features of Our Executive Compensation Practices

34

Compensation Objectives

34

Decision-Making Process and Criteria

36

Components of Our Compensation Program

38

Additional Information

44

Stock Ownership Guidelines

44

Clawback Policy

44

Anti-Hedging and Pledging Policy

44

Tax and Accounting Considerations

44
 

 

Page

COMPENSATION COMMITTEE REPORT

46

COMPENSATION TABLES

47

Summary Compensation Table

47

Grants of Plan-Based Awards in Fiscal Year 2022

48

Outstanding Equity Awards at 2022 Fiscal Year End

49

Option Exercises and Stock Vested in Fiscal Year 2022

51

Pension Benefits

51

Non-Qualified Deferred Compensation

51

Potential Payments Upon Termination

52

CEO PAY RATIO

53

DIRECTOR COMPENSATION

53
 

 

Compensation Discussion and Analysis

 

Richard Baldridge

Vice Chairman and Former  

President and Chief Executive Officer  

 

Mark Dankberg  

Chairman of the Board, Chief

Executive   Officer and Former Executive Chairman  

 

Shawn Duffy  

Senior Vice President and  

Chief Financial Officer  

 

Kevin Harkenrider  

Executive Vice President and  

Chief Operating Officer  

 

Mark Miller  

Executive Vice President and  

Chief Technical Officer  

 

  

  

The following Compensation Discussion and Analysis provides information regarding the compensation program in place for our executive officers, including the Named Executive Officers identified in the Summary Compensation Table, during our 2022 fiscal year. In particular, this Compensation Discussion and Analysis provides information related to our performance and each of the following aspects of our executive compensation program:

 

  overview and objectives of our executive compensation program,

 

  explanation of our executive compensation decision-making processes and criteria,

 

  description of the components of our executive compensation program, and

 

  discussion of how each component helps us achieve our overall compensation objectives.

 

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   EXECUTIVE COMPENSATION    Compensation Discussion and Analysis

 

Business Overview and Fiscal Year 2022 Performance Highlights

We are an innovator in communications technologies and services, focused on making connectivity accessible, available and secure for all. Our end-to-end platform of high-capacity Ka-band satellites, ground infrastructure and user terminals enables us to provide cost-effective, high-speed, high-quality broadband solutions to enterprises, consumers, military and government users around the globe, whether on the ground, in the air or at sea. In addition, our government business includes a market-leading portfolio of military tactical data link systems, satellite communication products and services, and cybersecurity and information assurance products and services. We believe that our diversification strategy—anchored in a broad portfolio of products and services—our vertical integration approach and our ability to effectively cross-deploy technologies between government and commercial applications and segments as well as across different geographic markets, provide us with a strong foundation to sustain and enhance our leadership in advanced communications and networking technologies.

Performance Highlights

We posted strong results for fiscal year 2022, as revenue increased 24% year-over-year to a record $2.8 billion, GAAP net income1 declined to a loss of $16 million, largely related to significant acquisition expenses and amortization of acquired intangibles, and Adjusted EBITDA2 increased 15% year-over-year to a record $611 million. Our fiscal year 2022 financial results were consistent with the expectations we previously described, which were intended to reflect earnings growth potential, funding for ViaSat-3 investments, balance sheet and leverage targets, and a continued emphasis on growth investments. We also achieved the following key strategic and developmental objectives in fiscal year 2022:

 

   

Reached agreement to acquire Inmarsat, an innovative, global provider of mobile satellite services;

 

   

Enhanced global capabilities ahead of the launch of the ViaSat-3 satellite constellation through the closing of strategic acquisitions of RigNet, Inc. (RigNet) and the remaining equity interests in Euro Broadband Infrastructure Sàrl (EBI);

 

   

Received in-flight connectivity (IFC) awards from new and existing airlines, as air traffic has shown signs of improvement from COVID-19 lows;

 

   

Continued progress toward the launch of the ViaSat-3 satellite constellation, with the final stage of payload testing for the ViaSat-3 (Americas) satellite completed subsequent to fiscal year end; and

 

   

Awarded 2021 Global Satellite Business of the Year by Euroconsult.

 

1 

We define GAAP net income as net income (loss) attributable to Viasat, Inc. common stockholders.

 

2 

We define Adjusted EBITDA as net income (loss) attributable to Viasat, Inc. before interest, income taxes, depreciation and amortization, adjusted to exclude certain significant items. An itemized reconciliation between net income (loss) attributable to Viasat, Inc. and Adjusted EBITDA for fiscal year 2022 is set forth below in this Compensation Discussion and Analysis.

Investing in our Future

We continue to invest heavily in positioning Viasat for long-term success. Due to the upfront investment necessary to grow our satellite fleet, our financial growth is not linear or coincident with research and development, or R&D, spending. However, strong revenues and order flow demonstrate that our long-term strategy is working. Our investments have allowed us to make significant progress toward completing our global constellation of ViaSat-3 satellites. Subsequent to fiscal year end, we completed the final stage of payload testing for the ViaSat-3 (Americas) satellite, and we continue to focus on the payloads for the second and third satellites, ViaSat-3 (EMEA) and ViaSat-3 (APAC). Our third-generation ViaSat-3 satellites offer a new satellite architecture with miniaturized electronics and more productive and efficient antenna designs. This new satellite design is expected to significantly expand the geographic coverage area and data capacity of each satellite and to further enhance our ability to flexibly and dynamically allocate capacity to match geographic demand, resulting in greater speed, availability and cost-efficiency of our proprietary Ka-band satellite network. Furthermore, we are now working on the design of our next-generation ViaSat-4 satellite system, which is expected to yield another significant productivity gain relative to ViaSat-3 class satellites. We believe our history since inception of developing proprietary and innovative satellite technologies spanning spacecraft, ground infrastructure, user terminals and network design demonstrates that we possess the expertise and credibility required to serve the evolving technology needs of our customers whether on the ground, in the air or at sea.

As the capacity and geographic coverage areas of our satellite systems continue to increase with each generation of our high-capacity Ka-band satellite designs, we expect the addressable markets for our broadband technologies, products and services to continue to expand. Higher capacity, more flexible satellites will allow us to offer a broader array of cost-effective, high-quality broadband services that can be tailored to different geographic regions and bandwidth usage demand. In addition, we expect that the coverage, density and dynamic bandwidth allocation of our next-generation broadband satellites will allow us to pursue attractive new opportunities, such as the maritime market (which shares many of the same characteristics as the commercial air mobility market in which we have been successful), and to further expand existing businesses, such as our Prepaid Internet business. Although it will take a few years until we realize all the benefits of these technology investments, we believe that they uniquely position us to capitalize on future opportunities to grow our business and create significant stockholder value.

 

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EXECUTIVE COMPENSATION    Compensation Discussion and Analysis   

 

Executive Compensation Decisions Informed by Stockholder Feedback

Our management team regularly engages with our stockholders to proactively understand their perspectives on our business and strategy and governance and compensation practices, and to address any concerns they may have. During fiscal year 2022, we engaged in substantive conversations with stockholders representing approximately 60% of our total outstanding common stock.

Our Board of Directors and our Compensation and Human Resources Committee, or the Committee, have demonstrated responsiveness to feedback received during these discussions through the changes we have made to our executive compensation program, as described below.

 

   

What We Heard

  What We Did
 

Seek further alignment of executive compensation with long-term stockholder interests

  Implemented a performance-based equity program in fiscal year 2018 and maintained program in subsequent years
 

Increase weighting of objective, financial criteria in determining annual bonus payouts

  Increased weighting of objective, financial criteria in bonus determination to 50% for Chief Executive Officer, consistent with weighting for all other executive officers, in fiscal year 2020
 

Replace target annual bonus ranges with specific target annual bonus percentages for each executive officer

  Shifted to a specific annual bonus target for annual incentive compensation in fiscal year 2020
 

Adopt a maximum cap on annual bonus payouts

  Implemented a maximum annual bonus payout, equal to 250% of target, for all executive officers in fiscal year 2020
 

Provide additional disclosure about peer group selection process

  Enhanced peer group disclosure included in proxy statement
 

Implement a clawback policy

  Adopted a clawback policy in fiscal year 2021 to enable recovery of cash and equity incentive compensation related to a financial restatement resulting from an executive officer’s misconduct

Overview and Objectives of Executive Compensation Program

 

 

Key Features of Our Executive Compensation Policies and Practices

 

What We Do    What We Don’t Do

 

  Establish the vast majority of executive officer pay on business performance

  

 

  No repricing of underwater stock options without stockholder approval

 

  No single trigger change in control provisions for executive officers

 

  No excise tax gross-ups

 

  No employment contracts unless required by law

 

  No guaranteed base salary increases, bonuses or annual equity award values

 

  No compensation plans that encourage excessive or unnecessary risk taking

 

  Maintain meaningful executive officer and non-employee director stock ownership guidelines

 

  Provide a limited number of perquisites

 

  Prohibit short sales and hedging of Viasat stock by executive officers and directors

 

  Maintain a clawback policy

 

  Maintain stock ownership guidelines

 

  Use multiple performance measures and caps on potential incentive payments

 

  Engage an independent compensation consultant

 

    

Compensation Objectives

The objectives of our executive compensation program are premised on the following three fundamental principles, each of which is discussed below: (1) a significant portion of executive compensation should be performance-based, linking the achievement of company financial objectives and individual objectives; (2) the financial interests of our executive management

 

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EXECUTIVE COMPENSATION    Compensation  Discussion and Analysis

 

and our stockholders should be aligned; and (3) the executive compensation program should be structured so that we can compete in the marketplace in hiring and retaining top level executives with compensation that is competitive and fair. Because our executive compensation program is designed to reward prudent business judgment and promote disciplined progress towards longer-term company goals, we believe that our balanced compensation policies and practices do not encourage unnecessary and excessive risk-taking by employees that could reasonably be expected to have a material adverse effect on us.

Performance-Based Compensation.    We strongly believe that a significant amount of executive compensation should be designed to reward superior performance, and we believe that our executive officers should be accountable for the overall performance of our business as well as their individual performance. To achieve this objective, we have structured our compensation program so that executive compensation is tied, in large part, directly to both company-wide and individual performance. For example, and as discussed specifically below, annual bonuses are based on, among other things, pre-established corporate financial performance metrics and operational targets, and individual performance. Also, during fiscal year 2018, we introduced performance-based stock options as a significant component of our long-term incentives for our executive officers, as described below. As illustrated below, a significant portion of the total direct compensation for our Named Executive Officers is delivered as variable performance-based compensation, including time-based restricted stock units and performance–based stock options, the value of which is driven by stock price performance. Variable incentive-based compensation accounted for approximately 89.4% of total direct compensation for our Chief Executive Officer and an average of approximately 81.1% of total direct compensation for our Named Executive Officers other than our Executive Chairman in fiscal year 2022. Incentive-based compensation accounted for approximately 89.4% of total direct compensation for our Executive Chairman.

 

 

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Alignment with Stockholder Interests.    We believe that executive compensation and stockholder interests should be linked, and our compensation program is designed so that the financial interests of our executive officers are closely aligned with the interests of our stockholders. We accomplish this objective in multiple ways. First, a significant portion of our Named Executive Officer compensation is linked to achievement of rigorous financial and operational performance metrics. Second, we have adopted stock ownership guidelines that require our executive officers to own a significant amount of Viasat stock. Third, we grant performance-based stock options as a significant part of our long-term equity award program, which provide our executive officers with an opportunity to earn a number of stock options based, in part, on Viasat’s total shareholder return, or TSR, relative to the TSR of the companies that comprise the S&P MidCap 400 Index measured over a four-year performance period and, in part, based on continued service for that performance period. We have also adopted a clawback policy to allow the Committee to recover incentive compensation from an executive officer in the event of a financial restatement resulting from such executive officer’s misconduct, as further described below.

Structure Allows Competitive and Fair Compensation Packages.    We believe our success depends to a significant degree on our ability to attract and retain highly skilled personnel. Stockholders are accordingly best served when we can attract and retain talented executives with compensation packages that are competitive and fair. Therefore, we strive to create compensation packages for our executive officers that deliver compensation that is comparable to the total compensation delivered by the companies with which we compete for executive talent.

 

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Decision-Making Processes and Criteria

The Committee is responsible for determining our overall executive compensation philosophy, and for evaluating and recommending certain components of executive officer compensation to our Board of Directors for approval. The Committee acts under a written charter adopted and approved by our Board and may, in its discretion, obtain the assistance of outside advisors, including compensation consultants, legal counsel and accounting and other advisors. Effective December 2020, the Board adopted and approved an amended and restated Compensation Committee charter that delegates authority to the Compensation Committee to review and approve the compensation for the company’s Chief Executive Officer and the other executive officers of the company. Each member of the Committee qualifies as a “non-employee director” within the meaning of Rule 16b-3 of the Securities Exchange Act of 1934, and as independent within the meaning of the corporate governance standards of Nasdaq. A copy of the Committee charter can be found on the Investor Relations section of our website at investors.viasat.com.

In fiscal year 2022, the Committee again engaged the executive compensation consulting firm, Compensia, to provide analysis and advice on matters relating to executive officer compensation and benefits practices. After conducting an evaluation using the factors established by the SEC and Nasdaq, the Committee determined that Compensia is independent and that there is no conflict of interest arising from the work performed by Compensia during fiscal year 2022.

Because our executive compensation program relies on the use of three relatively straightforward components (base salary, annual bonuses and long-term equity awards), the process for determining each component of executive compensation remains fairly consistent across each component. In determining each component of executive compensation, the Committee generally considers each of the following factors:

 

   

industry compensation data,

 

   

individual performance and contributions,

 

   

company financial and operational performance,

 

   

company strategic positioning,

 

   

total executive compensation,

 

   

affordability of cash compensation based on Viasat’s financial results,

 

   

availability and affordability of shares for equity awards, and

 

   

stockholder feedback, including the results of say-on-pay votes.

Peer Group Selection Process.    As part of the process of determining executive compensation, the Committee reviews competitive executive compensation data of relevant companies from across the industries in which we primarily operate. Through a thorough evaluation process that takes place on an annual basis, the Committee identifies the appropriate group of companies to reference as a peer group for compensation comparison purposes. The peer group was selected based on a variety of factors, including industry, revenue, business model and market capitalization. The Committee also reviewed competitive market information from the Radford Global Technology survey, a globally recognized compensation survey containing market information of companies in the technology industry. An overview of the key criteria considered and process followed by the Committee to determine the appropriate peer group is summarized below:

 

     

  Factors Considered for

  Peer Group Selection

  

  Industry

 

  Revenue

 

  Business Model

 

  Market Capitalization

  

  Provides multiple lenses to review potentially comparable companies

     

  Additional Inputs Used for

  Compensation Decisions

  

  Competitive market information from the Radford Global Technology survey, a globally recognized compensation survey containing market information of companies in the technology industry

  

  Permits the Committee to review aggregated compensation data for positions similar to those held by executive officers in the technology industry

 

  Provides comprehensive survey data including pooled compensation data for positions closely akin to those held by each executive officer

 

  Allows for the Committee to compare executive officers to those across a wide range of organizations outside of Viasat’s traditional, and limited, group of competitors

 

  Individual company compensation data for companies in the survey was not provided to the Committee

 

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For fiscal year 2022 compensation decisions, the Committee approved a peer group consisting of the following companies:

 

 

Fiscal Year 2022 Peer Group

 

Technology

 

Network/Communications

 

Aerospace

Akamai Technologies Inc.        
     
Citrix Systems Inc.        
     
Coherent Inc.   Ciena Corporation    
     
Equinix Inc.   Cogent Communications Holdings, Inc.    
     
IAC/Interactivecorp   GTT Communications, Inc.   Spirit Aerosystems Holdings, Inc.
     
LogmeIn, Inc.   Lumentum Holdings Inc.   Transdigm Group Inc.
     
Nuance Communications, Inc.   SBA Communications Corp    
     
Nutanix, Inc.   Vonage Holdings Corp    
     
Palo Alto Networks Inc.        
     
PTC Inc.        
     

Wolfspeed, Inc.

       

In evaluating our peer group for fiscal year 2022, the Committee determined that no changes were required from the fiscal year 2021 peer group because it continued to be comprised of companies with revenues generally ranging between 0.5x and 2.5x of Viasat’s revenues for the most recently completed fiscal year, with Viasat placing in approximately the 55th percentile among the nineteen peer group companies based on the data available to the Committee at the time the peer group was selected.

Individual Performance and Contributions.    The Committee assesses individual executive performance and contributions. The individual performance assessments made by the Committee are based in part on input from executive management. As part of our executive compensation process, our Chief Executive Officer provides input to the Committee on the individual performance and contributions of our executive officers other than himself. With respect to assessing the individual performance of our Chief Executive Officer, the Committee relies on an annual assessment completed by our Nomination, Evaluation and Corporate Governance Committee. While the Committee believes input from management and outside advisors is valuable, the Committee makes its recommendations and decisions based on its independent analysis and assessment.

Company Financial and Operational Performance.    A major component of our executive compensation program is the belief that a significant amount of executive compensation should be based on performance, including company financial and operational performance. These financial and operational performance metrics are important factors considered by the Committee in determining base salary, annual bonuses and equity awards.

Company Strategic Positioning.    Given the importance of the long-term performance of the company, the current strategic positioning of the company is also a significant factor in the assessment of our executive compensation program and the determination of executive compensation components. The Committee considers the strategic positioning of the company as a basis for determining base salaries, annual bonuses, equity award allocations and other executive compensation.

Total Executive Compensation.    In addition to reviewing each component of executive compensation, the Committee also considers the total direct compensation of each executive officer. This review of total compensation is completed to assure that each executive officer’s total compensation remains appropriately competitive and continues to meet the compensation objectives described above.

Affordability.    Prior to completing its executive compensation review and evaluation, the Committee confirms that proposed cash compensation is affordable under and consistent with Viasat’s financial results. With respect to equity awards, the Committee confirms the availability and affordability of shares prior to granting the equity awards to our executive officers. To the extent the Committee determines that a component of executive compensation is not affordable, appropriate adjustments to that compensation component are made prior to final approval by the Committee and any subsequent recommendation to the Board.

The Role of Stockholder Feedback.    As described above, our management team regularly engages with our stockholders to proactively understand their perspectives on our business and strategy, and corporate governance and compensation practices, and to address any concerns they may have. We also hold annual non-binding advisory say-on-pay votes on our Named Executive Officer compensation, with the most recent say-on-pay vote held in September 2021, with a substantial majority of stockholder votes cast in favor of our say-on-pay proposal. As the Committee evaluated our executive

 

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compensation policies and practices throughout fiscal year 2022, they were mindful of the level of support for the say-on-pay vote held at our annual meeting in September 2021 and the input our stockholders expressed for our compensation philosophy and objectives. The Committee will continue to consider the outcome of future say-on-pay votes and material stockholder feedback when making future compensation decisions for executive officers.

Determination of Compensation.    The Committee and the Board hold several meetings each year for the review, evaluation and determination of executive compensation. The Committee determines the appropriate compensation for each individual executive officer after considering the factors described in the preceding paragraphs.

We do not believe that it is appropriate to establish compensation levels solely by benchmarking. Instead, we rely upon the judgment of the Committee members in formulating compensation recommendations, after reviewing competitive compensation market data and the performance of the company, and carefully evaluating an executive officer’s performance during the year against established goals, leadership qualities, individual contributions, operational results, business responsibilities, experience, career with the company, current compensation arrangements and long-term potential to enhance stockholder value. While competitive compensation market data paid by other companies is one of the many factors the Committee considers in assessing the reasonableness of compensation, we do not attempt to maintain a certain target percentile within a peer group or otherwise rely entirely on that data to determine executive officer compensation. Instead, we incorporate flexibility into our executive compensation program and in the assessment process to respond to and adjust for the evolving business environment.

We strive to achieve an appropriate mix between long-term equity awards and cash payments to meet our objectives and an apportionment goal is not applied rigidly and does not control our compensation decisions. Our mix of compensation components is designed to reward results, align compensation with stockholder interests and fairly compensate our executive officers through a combination of cash and long-term equity awards.

Components of Our Compensation Program

The components of our executive compensation program are the following: base salary, annual bonuses, long-term incentive compensation in the form of equity awards and certain other benefits that are generally available to all our employees.

Base Salary.    In evaluating base salaries, the Committee primarily considers (1) executive compensation survey results from Radford, which generally reports a compensation range for each position, (2) compensation data of our peer group companies prepared and analyzed by its compensation consultant, and (3) individual performance and contributions. In evaluating individual executive performance and contributions, the Committee considers to what extent the executive officer:

 

   

sustains a high level of performance,

 

   

demonstrates leadership and success in contributing toward Viasat’s achievement of key business and financial objectives,

 

   

contributes significantly to the development and execution of Viasat’s long-term strategy,

 

   

has a proven ability to help create stockholder value, and

 

   

possesses highly developed skills and abilities critical to Viasat’s success.

In assessing individual executive performance and contributions for fiscal year 2022 base salary determination purposes, the Committee considered the individual contributions toward the achievement of key strategic objectives, such as record revenue and Adjusted EBITDA, the continued advancement of our next-generation, high-capacity ViaSat-3 satellite program, including strategic positioning efforts in key geographies that will be covered by ViaSat-3 satellites; our continued disruption of the IFC market, including growing aircraft in service; and the receipt of multiple awards related to workplace culture. The following table sets forth the base salaries for fiscal years 2021 and 2022 for each of our Named Executive Officers.

Fiscal Year End 2021 and Fiscal Year End 2022 Base Salary

 

Executive

 

 

     Fiscal Year End 2021     
     Base Salary ($)    

 

 

     Fiscal Year End 2022     
     Base Salary ($)    

 

 

Percentage
         Increase (%)          

 

Richard Baldridge

1,300,000

1,300,000

  —  

Mark Dankberg

1,300,000

1,300,000

  —  

Shawn Duffy

   575,000

   600,000

  4.3

Kevin Harkenrider (1)

   575,000

   700,000

21.7

Mark Miller

   550,000

   575,000

  4.5

 

(1)

Mr. Harkenrider was promoted to Executive Vice President and Chief Operating Officer in fiscal year 2022, and his base salary was increased in connection with such promotion to reflect the increased responsibilities of his role.

 

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Annual Bonuses.    Consistent with our overall compensation objectives of linking compensation to performance, aligning executive compensation with stockholder interests, and attracting and retaining top level executive officers in our industry, the Committee approved annual bonuses for fiscal year 2022 to our Named Executive Officers. In determining annual bonus awards, the Board and the Committee considered industry compensation surveys, compensation data from peer group companies and achievement of certain company and individual performance objectives. Target bonus opportunities for our Named Executive Officers, as set forth in the table below, are determined by the Committee primarily based on industry compensation surveys and validated with compensation data from peer group companies. The Committee also considers the expected contributions of each executive officer toward the overall success of the company.

The Board and the Committee also retain discretion to take additional factors into account in determining final annual bonus awards (such as market conditions, key awards, total executive compensation, strategic positioning, additional company financial metrics or extraordinary individual contributions) and may make bonus payouts above or below the target bonus opportunities, to the extent appropriate.

Following a thorough review of the executive compensation program, including an evaluation of feedback received through the Company’s stockholder engagement program, in fiscal year 2020 the Committee shifted to setting a specific target bonus as a percentage of base salary, rather than a target bonus range as a percentage of base salary. Furthermore, the Committee established a maximum bonus payout opportunity of 250% of each executive officer’s target bonus. These features were maintained in fiscal year 2022.

Named Executive Officers Annual Metric Selection and Bonus Determination.    For fiscal year 2022, the metrics considered for determining annual bonuses for our Named Executive Officers included Viasat’s annual financial performance and individual performance. The annual performance metrics, both financial and individual, are intended to be challenging and rigorous, but achievable through a sustained level of high performance.

 

   

Financial performance objectives (50% of annual bonus determination):    Financial metrics were set based on an internally-developed financial plan approved by our Board at the beginning of the fiscal year. The financial metrics selected for the annual bonus are intended to balance incentivizing strong short-term performance while also retaining alignment to the execution of our long-term strategy.

 

   

Individual performance objectives (50% of annual bonus determination):    Individual leadership and strategic objectives are determined by the Committee, with the objectives for the executive officers (other than our Chief Executive Officer) based on input and recommendations from our Chief Executive Officer. Individual leadership and strategic objectives for our Chief Executive Officer are determined by the Committee based on the recommendation of the Nomination, Evaluation and Corporate Governance Committee. Metrics are qualitative in nature; each individual executive officer’s attainment of individual performance objectives, while made in the context of such pre-established objectives, is based upon an evaluation of individual performance by the Committee.

The table below describes the company financial and individual performance objectives and weighting of each objective used for determining annual bonuses for all our executive officers for fiscal year 2022:

Fiscal Year 2022 Bonus Objectives

 

Performance Metric

 

 

Approximate
     Weighting (%)     

 

 

FY 2022

Objective

 

 

FY 2022

Actual Results

 

     

Financial — Non-GAAP Diluted Net Income Per Share Attributable to Viasat, Inc. Common Stockholders (1)

   10   $0.90   $1.18
     

Financial — Adjusted EBITDA (2)

12.5   $589.8 million   $611.2 million
     

Financial — New Contract Awards

  7.5   $2,607.6 million   $2,648.5 million
     

Financial — Total Revenues

12.5   $2,894.9 million   $2,787.6 million
     

Financial — Net Operating Asset Turnover

  7.5   12.75   10.19
     

Individual — Strategic Performance

   25   —     —  
     

Individual — Leadership Performance

   25   —     —  

 

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(1)

An itemized reconciliation between net income (loss) attributable to Viasat, Inc. common stockholders on a GAAP and non-GAAP basis for fiscal year 2022 is set forth below:

 

 

 

Fiscal Year Ended
March 31, 2022

 

(In thousands, except per share data)

GAAP net (loss) income attributable to Viasat, Inc.

 

$(15,534)

 

Amortization of acquired intangible assets

 

   28,729 

 

Stock-based compensation expense

 

   86,808 

 

Acquisition related expenses

 

   33,965 

 

Other income, net

 

    (4,118)

 

Income tax effect1

 

  (41,649)

 

Non-GAAP net income attributable to Viasat, Inc.

 

$ 88,201 

 

 

Non-GAAP diluted net income per share attributable to Viasat, Inc. common stockholders

  $     1.18   

Shares used in computing diluted net income per share2

 

   74,768 

 

 

  (1)

The income tax effect is calculated using the tax rate applicable for the non-GAAP adjustments.

 

 

  (2)

As the twelve months ended March 31, 2022 financial information resulted in a net loss, the weighted average number of shares used to calculate basic and diluted net loss per share is the same, as diluted shares would be anti-dilutive. However, as the non-GAAP financial information for the twelve months ended March 31, 2022 resulted in non-GAAP net income, diluted weighted average number of shares were used instead to calculate non-GAAP diluted net income per share.

 

 

(2)

We define Adjusted EBITDA as net income (loss) attributable to Viasat, Inc. before interest, income taxes, depreciation and amortization, adjusted to exclude certain significant items as set forth below. We use Adjusted EBITDA to evaluate our operating performance, to allocate resources and capital, to measure performance for incentive compensation programs and to evaluate future growth opportunities. An itemized reconciliation between net income (loss) attributable to Viasat, Inc. and Adjusted EBITDA for fiscal year 2022 is set forth below:

 

 

 

Fiscal Year Ended
March 31, 2022

 

(In thousands)

GAAP net (loss) income attributable to Viasat, Inc.

 

$ (15,534)

(Benefit from) provision for income taxes

 

   (14,237)

 

Interest expense, net

 

    28,887 

 

Depreciation and amortization

 

  495,447 

 

Stock-based compensation expense

 

    86,808 

 

Acquisition related expenses

 

    33,965 

 

Other income, net

 

     (4,118)

 

Adjusted EBITDA

 

$611,218 

 

Based on our fiscal year 2022 financial results, the Committee, acting under delegation of authority from the Board, determined that the company’s achievement relative to the pre-established financial objectives described above was approximately 103%.

Chief Executive Officer Annual Bonus Determination.    For purposes of determining our Chief Executive Officer’s performance achievement for the leadership and strategic objectives in fiscal year 2022, the Committee relied on an assessment of our Chief Executive Officer’s performance completed by the Nomination, Evaluation and Corporate Governance Committee. The criteria used by the Nomination, Evaluation and Corporate Governance Committee included the following:

 

   

Leadership.    Defining, managing and attaining corporate goals, and exemplifying and promoting ethics and integrity throughout the company.

 

   

Strategic.    Industry positioning, short-term and long-term strategies, measurable progress in key business areas and effective pursuit of growth strategies.

 

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The Nomination, Evaluation and Corporate Governance Committee evaluated our Chief Executive Officer’s leadership and strategic performance during fiscal year 2022 in the context of the company’s strong financial results relative to the pre-established, objective financial criteria described above, and noted, among other things, the following achievements:

 

Leadership Performance

 

Strategic Performance

 

Recognized by Euroconsult as 2021 Global Satellite Business of the Year, by Via Satellite as Top 10 Hottest Satellite Company and by CNET as Best Satellite Provider of 2021 for U.S. Rural Internet Service

  Signed transformative deal to acquire Inmarsat following thorough due diligence process
 

Published inaugural Environmental, Social and Governance (ESG) Impact Report

  Made strong progress on global expansion of business
 

Named to Glassdoor’s list of 2022 Best Places to Work in the U.S. for Large Employers, and received a Glassdoor Employees’ Choice Award

  Continued significant growth in commercial mobility business, including through expanded relationships with Delta Air Lines, American Airlines and JetBlue
 

Held employee turnover to approximately half of high-tech industry benchmark during COVID-19 pandemic

  Enhanced global capabilities through the completion of acquisitions of RigNet and the remaining equity interests in EBI ahead of ViaSat-3 constellation launch
 

Published “Managing Mega-Constellation Risks in LEO” whitepaper, which set forth considerations for calculating risks of large low earth orbit (LEO) constellations and developing mitigation strategies

  Continued progress on development of world’s first Link 16-capable LEO satellite being developed for U.S. Air Force Research Laboratory Space Vehicles XVI program

Based on the accomplishments set forth above, as well as the achievement of other leadership and strategic objectives, the Nomination, Evaluation and Corporate Governance Committee awarded Mr. Baldridge 97% credit for the achievement of leadership and strategic performance objectives. The Committee relied on the foregoing evaluations in determining Mr. Baldridge’s final annual bonus award.

Other Named Executive Officers Annual Bonus Results.    In making its overall determinations relative to the leadership and strategic components for the other Named Executive Officers’ bonuses, the Committee assigned the same weightings to the financial (50% of annual bonus determination), leadership (25%) and strategic (25%) performance criteria that it used for our Chief Executive Officer. The Committee placed special emphasis on the leadership provided by each executive officer in the achievement of financial, critical non-financial, operational and strategic business objectives during fiscal year 2022. In particular, the Committee considered each individual’s contributions during fiscal year 2022 to achieving strong financial results and key strategic and developmental objectives, including record revenue and Adjusted EBITDA; significant progress on our proprietary next-generation ViaSat-3 global satellite constellation; IFC awards from new and existing airlines; and the achievement of enhanced global capabilities through the closing of the strategic acquisitions of RigNet and the remaining equity interests in EBI. In addition, the Committee considered the following for each Named Executive Officer:

 

   

Mr. Dankberg:    Continued oversight of the company’s long-term technical vision and regulatory challenges. Mr. Dankberg was also a leading voice on space safety and sustainability.

 

   

Ms. Duffy:    Leadership over our corporate finance strategy, including related to planned acquisitions, which enabled us to continue progress on the ViaSat-3 satellite program and continue investments in innovation.

 

   

Mr. Harkenrider:    Leadership over the execution of our corporate operational priorities, including progress on the ViaSat-3 satellite program.

 

   

Mr. Miller:    Leadership over the technical design elements of the ViaSat-3 and ViaSat-4 satellite programs.

Additionally, the Committee assessed the total direct compensation positioning for each Named Executive Officer to ensure final decisions are appropriately market competitive relative to each executive officers’ contributions.

 

 

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Based upon our financial results for fiscal year 2022 relative to the pre-established financial objectives described above and the Committee’s evaluation of our corporate achievements and individual executive performance, the Committee, acting under delegation of authority from the Board, approved the bonuses in the table below for our Named Executive Officers for fiscal year 2022:

Fiscal Year 2022 Bonuses

 

Executive

 

 

Target Bonus
     As Percentage of     

Base Salary (%)

 

 

     Actual Bonus     

($)

 

 

Actual Bonus

As Percentage of

     Base Salary (%) (1)     

 

Richard Baldridge

140

1,815,500

140

Mark Dankberg

140

1,815,500

140

Shawn Duffy

  90

   650,000

108

Kevin Harkenrider

  90

   675,000

  96

Mark Miller

100

   600,000

104

 

(1)

In response to stockholder feedback, the Committee established a maximum bonus payout of 250% of each executive officer’s target bonus opportunity.

Equity-Based Compensation.    Consistent with our belief that equity-based compensation is a key component of an effective executive compensation program at growth-oriented technology companies, particularly one with non-linear growth, our Committee, acting under delegation of authority from the Board, approved long-term equity awards to our executive officers in fiscal year 2022. The Committee determined equity award levels for fiscal year 2022 in a manner consistent with the determination of base salary and annual bonuses. The Committee considered (1) the industry compensation data described above, (2) individual performance and contributions, (3) total executive compensation, (4) stockholder feedback on our executive compensation program, and (5) the availability and affordability of shares for equity awards in determining equity compensation for our executive officers. In determining the availability and affordability of shares for the fiscal year 2022 equity awards for our executive officers, the Committee also considered:

 

   

the peer group data and compensation survey data from Radford,

 

   

the number of shares available for issuance under our equity plan,

 

   

the number of shares budgeted for non-executive equity awards,

 

   

the expected future retention of both executive officers and non-executives,

 

   

annual dilution (burn) rate associated with the grant of equity awards,

 

   

Viasat’s equity overhang levels,

 

   

the estimated accounting expense of potential equity awards, and

 

   

the tax consequences associated with the grant of equity awards.

Based on the factors discussed above, our Committee, acting under delegation of authority from the Board, approved equity awards in a combination of time-based restricted stock units and performance-based stock options for our Named Executive Officers in November 2021. Our Committee determined that this combination of equity awards balances executive retention and motivation while also further promoting the alignment of executive compensation with the creation of long-term stockholder value.

Performance-Based Stock Options.    Our Committee believes that performance-based stock options promote stockholder value creation over a multi-year period by rewarding our executive officers for long-term stock price appreciation. Consistent with previous years, in fiscal year 2022 the Committee selected relative TSR over a four-year period as the sole performance metric as our Committee members believe TSR is the strongest indicator of long-term stockholder value creation. Delivering the award in the form of a performance-based stock option provides for further alignment with stockholders as any stock price gains realized by our executive officers would be in proportion to those realized by our stockholders. Furthermore, as these awards are stock options, if Viasat’s stock price falls below the exercise price, which is equal to the closing market price on the day of grant, any vested stock options would retain no value until the stock price increases above the exercise price.

Performance-Contingent Vesting Component.     The performance-based stock options will vest based on Viasat’s four-year TSR performance relative to the S&P MidCap 400 index according to the following chart:

 

   

Above the 25th and below the 90th percentiles: Performance-based stock options will vest on a linear scale between a range of 50% and 175% of the target number of options, where the target is achieved at the 50th percentile (with the resulting number of stock options that ultimately vest at the end of the performance period referred to as the performance-adjusted options)

 

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At or below 25th percentile: No performance-based stock options will vest and they will be forfeited by the Named Executive Officer

 

 

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Time-Based Vesting Component.    The performance-based stock options are also subject to a time-based vesting component. A Named Executive Officer will become eligible to vest in 25% of the performance-adjusted options at the end of the performance period on each of the first four anniversaries of the grant date, subject to continued employment through each such date. In the event of a Named Executive Officer’s termination of employment prior to the end of the performance period, he or she will remain eligible to vest, at the end of the performance period, in such portion of the performance-adjusted options as had vested as of the date of termination in accordance with the time-based vesting schedule described above (and, in the case of a Named Executive Officer’s death or disability, he or she will be given full credit under the time-based vesting schedule through the date of termination and will remain eligible to vest in any and all of the performance-adjusted options at the end of the performance period). The performance-based stock options must be vested under both the time-based vesting schedule and the performance-based vesting conditions to become exercisable by a Named Executive Officer.

Relationship Between Pay and Performance.    The performance-based stock options awarded to our executive officers are designed to further align executive pay with stockholder value creation by only delivering value when Viasat’s TSR during the applicable measurement period outperforms the TSR of at least 25% of companies in the S&P MidCap 400 and Viasat’s stock price exceeds the exercise price of such performance-based stock options. Illustrating that a significant portion of our executive officers’ pay is at risk, Viasat’s TSR performance for the performance-based stock option awards granted in fiscal year 2018 was below the 25th percentile on the performance measurement date and resulted in no performance-based stock options being earned. Additionally, from the applicable grant date through July 1, 2022, Viasat’s TSR performance was below the 25th percentile of companies in the S&P MidCap 400 index for each of the performance-based stock option awards granted to our executive officers in fiscal years 2019, 2020 and 2022. While each of these awards remains outstanding, the actual performance through July 1, 2022 would have resulted in below threshold performance and all performance-based stock options would have been forfeited had the applicable measurement period ended on that date. Furthermore, our closing stock price of $28.15 on July 1, 2022 was below the exercise price for each performance-based stock option award issued in fiscal years 2019, 2020, 2021 and 2022 and each retains no value until our stock price increases above each exercise price. For the performance-based stock options granted to our executive officers in fiscal year 2021, Viasat’s TSR performance through July 1, 2022 was just below the 27th percentile of companies in the S&P MidCap 400 index. While the fiscal year 2021 awards remain outstanding, the actual performance through July 1, 2022 would have resulted in a payout multiple of 19.8% had the applicable measurement period ended on that date.

Change in Control Vesting.    In the event of a change in control of the company prior to the end of the four-year performance period, the number of performance-adjusted options in which a Named Executive Officer will be eligible to vest based on the time-based vesting schedule described above will be determined and will be the greater of (1) the “target” number of options subject to the award or (2) the number of performance-adjusted options determined on the date of the change in control based on the company’s relative TSR compared to the S&P MidCap 400 index for the portion of the performance period ending on the date of the change in control. Following a change in control, the Named Executive Officers may also be eligible for accelerated vesting of any portion of the performance-adjusted options (as determined at the time of the change in control) that remain eligible to vest based on continued service after a change in control in accordance with the terms of their change in control severance agreements, as described below.

For more information on the restricted stock units and the performance-based stock options granted during fiscal year 2022, see the Grants of Plan-Based Awards in Fiscal Year 2022 table below.

Equity Grant Process.    The company’s general practice is to grant equity awards in approximately 12-month cycles. Grant approval for executive officers occurs at meetings of the Committee. Because of the more extensive process for determining executive officer equity awards, these grants are not always made at the same time as grants to all other eligible employees. Additionally, the timing of grants is not coordinated with the release of material non-public information. Stock option awards are priced at fair market value on the date of grant (as defined under our equity plan) and awards of restricted stock units are also made in accordance with the terms of our equity plan.

In addition to grants made as part of our annual equity grant process for our current employees, grants may also be made during the year to newly-hired employees as part of the in-hire compensation package, as well as to existing employees for purposes of retention, as part of a special incentive program or in recognition of special achievements. In the event of newly-hired employees or retention and recognition awards to existing employees, those grants are generally made once per quarter.

 

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EXECUTIVE COMPENSATION    Compensation Discussion and Analysis   

 

We do not grant “re-load” options, make loans to executive officers for any purpose, including to exercise stock options, nor do we grant stock options at a discount.

Other Benefits

We currently provide for certain severance payments and benefits if an executive officer’s employment is involuntarily or constructively terminated within two months prior to or within 18 months following a change in control of the company. Benefits can be found under the Potential Payments Upon Termination section of this proxy statement.

We also provide a comprehensive benefits package to all of our employees, including our executive officers, which includes medical, dental, vision care, disability insurance, life insurance benefits, flexible spending plan, a 401(k) savings plan, educational reimbursement program, employee assistance program, employee stock purchase plan, holidays and personal time off which includes vacation and sick days as needed. We do not currently offer defined benefit pension or supplemental executive retirement plans to any of our employees.

Perquisites and Other Personal Benefits

Certain executive officers also receive access to our sports and golf club memberships, and relocation expense reimbursement.

Additional Information

Stock Ownership Guidelines

To enhance our overall corporate governance practices and executive compensation program, our Board has adopted stock ownership guidelines for our executive officers. These guidelines are designed to align our executive officers’ interests with our stockholders’ long-term interests by promoting long-term ownership of Viasat common stock, which reduces the incentive for excessive short-term risk taking. These guidelines provide that, within five years of his or her appointment as an executive officer, our executive officers should attain an investment position in shares of Viasat common stock having a value not less than the amounts specified below:

 

Executive Officer

  

Stock Ownership Guideline

(as a multiple of base salary)

President and Chief Executive Officer

  

Three times

Other Executive Officers

  

One time

As of the end of fiscal year 2022, all Named Executive Officers were in compliance with the applicable stock ownership guidelines, and all other executive officers were in compliance or subject to an applicable exemption based on personal circumstances.

Compensation Recovery (“Clawback”) Policy

We have adopted a clawback policy that sets forth the circumstances under which the Committee has the authority to recover an executive officer’s cash and equity incentive compensation. In the event we are required to restate our financial statements as a result of an executive officer engaging in fraudulent, willful or grossly negligent misconduct, the Committee may cause the forfeiture of unpaid or unvested incentive compensation, or may seek to recover incentive compensation paid to such executive officer.

Anti-Hedging and Pledging Policy

Our insider trading compliance policies and procedures prohibit all of our directors and executive officers from engaging in hedging or monetization transactions, such as zero-cost collars and forward sale contracts, that allow a director or officer to lock in much of the value of his or her stock holdings, in exchange for all or part of the potential upside appreciation in Viasat stock. These transactions allow the director or officer to continue to own the covered securities, but without the full risks and rewards of ownership. When that occurs, or when a director or officer trades in put or call options, or engages in short sales, such director or officer may no longer have the same objectives as Viasat’s other stockholders. Therefore, such transactions involving Viasat’s equity securities are prohibited. We also strongly discourage any pledges of Viasat equity securities that could have any adverse impact on the company. Our policies require all pledges of Viasat common stock by our directors and executive officers, including the establishment of a margin account containing Viasat securities, to be pre-cleared by our General Counsel.

Tax and Accounting Considerations

We select and implement the components of our executive compensation program primarily for their ability to help us achieve the company’s objectives and not based on any unique or preferential financial tax or accounting treatment. In addition,

 

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   EXECUTIVE COMPENSATION    Compensation Discussion and Analysis

 

Section 162(m) of the Code generally sets a limit of $1.0 million on the amount of annual compensation that we may deduct for federal income tax purposes for certain covered individuals. We have not adopted a policy requiring that all compensation be deductible, although the Committee will continue to review the Section 162(m) deductibility of our compensation arrangements in fiscal year 2022 and future fiscal years. The Committee retains the discretion to approve compensation that may not qualify for the compensation deduction if, in light of all applicable circumstances, it would be in our best interest for such compensation to be paid without regard to whether it may be tax deductible.

 

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EXECUTIVE COMPENSATION    Compensation Committee Report   

 

Compensation Committee Report

The Committee has reviewed and discussed the Compensation Discussion and Analysis with management and, based on such review and discussions, the Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement.

The information contained in this Compensation Committee Report shall not be deemed to be “soliciting material,” to be “filed” with the SEC or be subject to Regulation 14A or Regulation 14C or to the liabilities of Section 18 of the Securities Exchange Act of 1934, and shall not be deemed to be incorporated by reference into any filing of Viasat, except to the extent that Viasat specifically incorporates it by reference into a document filed under the Securities Act of 1933 or the Securities Exchange Act of 1934.

Respectfully Submitted by the

Compensation and Human Resources Committee

Varsha Rao (Chair)

Sean Pak

John Stenbit

Theresa Wise

 

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   EXECUTIVE COMPENSATION    Summary Compensation Table

 

Summary Compensation Table

The following table sets forth the compensation earned during the fiscal years ended March 31, 2022, March 31, 2021 and March 31, 2020 by each person who served as Chief Executive Officer and Chief Financial Officer during the fiscal year ended March 31, 2022, as well as our three other most highly compensated executive officers who were serving as executive officers at the end of fiscal year 2022 (collectively, the Named Executive Officers):

 

                 

Name and

Principal Position

Fiscal
Year

Salary

($)

Bonus

($)

Stock
Awards

($) (1)

Option
Awards

($) (1)

Non-Equity
Incentive Plan
Compensation

($) (2)

All Other
Compensation

($) (3)

Total

($)

 

Richard Baldridge

  2022   1,300,000   —     4,672,507   4,438,993   1,815,500   9,750   12,236,750

Vice Chairman,

  2021   1,180,000   —     2,860,217   3,356,526   1,820,000   10,346   9,227,089

Former President and CEO

  2020   1,100,000   —     3,718,783   3,719,295   1,500,000   9,937   10,048,015

 

Mark Dankberg

  2022   1,300,000   —     4,729,517   4,438,993   1,815,500   21,299   12,305,309

Chairman and CEO,

  2021   1,300,000   —     2,860,217   3,356,526   1,820,000   23,080   9,359,823

Former Executive Chairman

  2020   1,300,000   —     4,375,022   4,375,634   1,700,000   17,790   11,768,446

 

Shawn Duffy

  2022   599,711   —     997,966   934,544   650,000   24,041   3,206,262

Senior Vice President and

  2021   575,000   —     873,955   1,025,620   610,000   27,446   3,112,021

Chief Financial Officer

  2020   575,000   —     1,250,057   1,250,186   590,000   17,730   3,682,973

 

Kevin Harkenrider

  2022   629,135   —     1,087,514   1,074,726   675,000   13,721   3,480,096

Executive Vice President and Chief Operating Officer

  2021   575,000   —     635,640   745,918   575,000   12,873   2,544,431
  2020   575,000   —     1,000,017   1,000,154   525,000   12,668   3,112,839

 

Mark Miller

  2022   574,711   —     945,711   934,544   600,000   12,110   3,067,076

Executive Vice President and

  2021   550,000   —     794,540   932,393   600,000   10,933   2,887,866

Chief Technical Officer (4)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)

These columns represent the aggregate grant date fair value, calculated in accordance with SEC rules, of performance-based stock options and restricted stock unit awards granted in fiscal years 2022, 2021 and 2020. These amounts generally reflect the amount that we expect to expense in our financial statements over the award’s vesting schedule, and do not correspond to the actual value that will be realized by the Named Executive Officers. In November 2019, 2020 and 2021, the Named Executive Officers were granted performance-based stock options which vest, in part, dependent upon continued service over a four year vesting schedule and, in part, dependent upon the achievement of the company’s TSR compared to its peer group during the four-year performance period ending October 31, 2023, 2024 and 2025, respectively. The grant date fair value of the performance-based stock options was calculated using a Monte Carlo simulation which considered the likelihood of achieving the vesting conditions. For additional information on the valuation assumptions used in the calculation of these amounts for the respective year end, refer to note 7 to the financial statements included in our annual report on Form 10-K for the fiscal year ended March 31, 2022, as filed with the SEC.

 

(2)

Represents amounts earned under our annual bonus program described in the Compensation Discussion and Analysis section.

 

(3)

The amounts for fiscal year 2022 include the following: reimbursement of club dues for Mr. Dankberg and Ms. Duffy in the amount of $5,720 and $14,118, respectively; patent awards for Mr. Dankberg and Mr. Miller in the amounts of $1,500 and $1,750, respectively; and company 401(k) matching contributions for Mr. Baldridge, Mr. Dankberg, Ms. Duffy, Mr. Harkenrider and Mr. Miller in the amounts of $9,750, $13,500, $9,923, $13,721 and $9,837 respectively.

 

(4)

Mr. Miller was not a Named Executive Officer in fiscal year 2020.

 

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EXECUTIVE COMPENSATION    Grants of Plan-Based Awards in  Fiscal Year 2022   

 

Grants of Plan-Based Awards in Fiscal Year 2022

The following table sets forth information regarding grants of plan-based awards to each of the Named Executive Officers during fiscal year 2022:

 

               
 

 

 

 

Estimated Future Payouts
Under Non-Equity  Incentive
Plan Awards (1)
Estimated Future Payouts
Under Equity Incentive
Plan Awards (2)
All Other
Stock
Awards:
Number of
Shares of
Stock  or
Units
(#) (3)
All Other
Option
Awards:
Number  of
Securities
Underlying
Options
(#)

Exercise or
Base Price
of Option
Awards

($/Sh) (4)

Grant Date
Fair Value
of Stock
and
Option
Awards
($)  (5)

Name

Grant
Date

Threshold

($)

Target

($)

Maximum

($)

Threshold

(#)

Target

(#)

Maximum

(#)

Richard Baldridge

  —   —     1,820,000   4,550,000   —     —     —     —   —     —     —  
  11/17/21 —     —     —     —     —     —     87,451 —     —     4,672,507
  11/17/21 —     —     —     71,344   142,687   249,702   —   —     53.43   4,438,993

Mark Dankberg

  —   —     1,820,000   4,550,000   —     —     —     —   —     —     —  
  11/17/21 —     —     —     —     —     —     88,518 —     —     4,729,517
  11/17/21 —     —     —     71,344   142,687   249,702   —   —     53.43   4,438,993

Shawn Duffy

  —   —     540,000   1,350,000   —     —     —     —   —     —     —  
  11/17/21 —     —     —     —     —     —     18,678 —     —     997,966
  11/17/21 —     —     —     15,020   30,040   52,570   —   —     53.43   934,544

Kevin Harkenrider

  —   —     630,000   1,575,000   —     —     —     —   —     —     —  
  11/17/21 —     —     —     —     —     —     20,354 —     —     1,087,514
  11/17/21 —     —     —     17,273   34,546   60,456   —   —     53.43   1,074,726

Mark Miller

  —   —     575,000   1,437,500   —     —     —     —   —     —     —  
  11/17/21 —     —     —     —     —     —     17,700 —     —     945,711
  11/17/21 —     —     —     15,020   30,040   52,570   —   —     53.43   934,544

 

(1)

Represents target and maximum amounts payable under our annual bonus program for fiscal year 2022. Actual amounts paid to the Named Executive Officers pursuant to such bonus program are disclosed in the Summary Compensation Table under the column heading “Non-Equity Incentive Plan Compensation.” The material terms of the bonus program are described in the Compensation Discussion and Analysis section of this proxy statement.

 

(2)

Performance-based stock options that will become eligible to vest (a) in part dependent on the Named Executive Officer’s continued service over a four-year time-based vesting schedule, with the Named Executive Officer vesting in 25% of the performance-based options on each of the first four anniversaries of the date of grant, and (b) in part dependent on a comparison over the four-year performance period ending October 31, 2025 of our TSR to the TSR of the companies included in the S&P Mid Cap 400 Index. The number of options that will ultimately become vested and exercisable at the end of the four year vesting schedule will range from 0% to 175% of the target number of options based on our relative TSR ranking for the four-year performance period ending October 31, 2025. The performance-based stock options must be vested under both the time-based vesting schedule and the performance-based vesting conditions to become exercisable by the Named Executive Officer.

 

(3)

Restricted stock unit awards vest in four equal annual installments over the course of four years measured from the grant date.

 

(4)

The exercise price for option awards is the fair market value per share of Viasat common stock, which is defined under our 1996 Equity Participation Plan as the closing price per share on the grant date.

 

(5)

This column represents the grant date fair value, calculated in accordance with SEC rules, of each equity award. These amounts generally reflect the amount that we expect to expense in our financial statements over the award’s vesting schedule, and do not correspond to the actual value that will be realized by the Named Executive Officers. The grant date fair value of the performance-based stock options was calculated using a Monte Carlo simulation which considered the likelihood of achieving the vesting conditions. For additional information on the valuation assumptions used in the calculation of these amounts, refer to note 7 to the financial statements included in our annual report on Form 10-K for the fiscal year ended March 31, 2022, as filed with the SEC.

 

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   EXECUTIVE COMPENSATION    Outstanding Equity Awards at 2022 Fiscal Year  End

 

Outstanding Equity Awards at 2022 Fiscal Year End

The following table lists all outstanding equity awards held by each of the Named Executive Officers as of March 31, 2022:

 

         
 

 

   

 

    Option Awards      

 

  Stock Awards  
         

 

Number of Securities
Underlying Unexercised
Options

(#)

 

                                 
                 

Name

 

Grant

Date

     

 

     

 

  Equity
Incentive
Plan
Awards:
Number  of
Securities
Underlying
Unexercised
Unearned
Options
(#) (2)
   

Option
Exercise
Price

($)

    Option
Expiration
Date
      

 

 

Number

of Shares
or Units
of Stock
That
Have Not
Vested

(#) (3)

   

Market
Value of
Shares or
Units of
Stock
That Have
Not
Vested

($) (4)

 
  Exercisable     Unexercisable
(1)
                 

Richard Baldridge

    11/17/2016       112,500     —       —         69.74       11/17/2022         —         —    
    11/19/2018       —       —       75,000       69.05       11/19/2024         —         —    
    11/15/2019       —       —       122,305       71.83       11/15/2025         —         —    
    11/17/2020       —       —       305,139       35.66       11/17/2026         —         —    
    11/17/2021       —       —       142,687       53.43       11/17/2027         —         —    
    11/19/2018       —       —       —         —         —           6,250       305,000  
    11/15/2019       —       —       —         —         —           25,886       1,263,237  
    11/17/2020       —       —       —         —         —           60,156       2,935,613  
 

 

    11/17/2021       —       —       —         —         —        

 

    87,451       4,267,609  
                 

Mark Dankberg

    11/17/2016       140,000     —       —         69.74       11/17/2022         —         —    
    11/19/2018       —       —       140,000       69.05       11/19/2024         —         —    
    11/15/2019       —       —       143,888       71.83       11/15/2025         —         —    
    11/17/2020       —       —       305,139       35.66       11/17/2026         —         —    
    11/17/2021       —       —       142,687       53.43       11/17/2027         —         —    
    11/19/2018       —       —       —         —         —           11,666       569,301  
    11/15/2019       —       —       —         —         —           30,454       1,486,155  
    11/17/2020       —       —       —         —         —           60,156       2,935,613  
      11/17/2021       —       —       —         —         —             88,518       4,319,678  
                 

Shawn Duffy

    11/17/2016       27,500     —       —         69.74       11/17/2022         —         —    
    11/19/2018       —       —       37,500       69.05       11/19/2024         —         —    
    11/15/2019       —       —       41,111       71.83       11/15/2025         —         —    
    11/17/2020       —       —       93,238       35.66       11/17/2026         —         —    
    11/17/2021       —       —       30,040       53.43       11/17/2027         —         —    
    11/19/2018       —       —       —         —         —           3,125       152,500  
    11/15/2019       —       —       —         —         —           8,701       424,609  
    11/17/2020       —       —       —         —         —           18,381       896,993  
 

 

    11/17/2021       —       —       —         —         —        

 

    18,678       911,486  
                 

Kevin Harkenrider

    11/17/2016       21,500   —       —         69.74       11/17/2022         —         —    
    11/19/2018       —       —       37,500     69.05       11/19/2024         —         —    
    11/15/2019       —       —       32,889     71.83       11/15/2025         —         —    
    11/17/2020       —       —       67,811     35.66       11/17/2026         —         —    
    11/17/2021       —       —       34,546     53.43       11/17/2027         —         —    
    11/19/2018       —       —       —         —         —           3,125       152,500  
    11/15/2019       —       —       —         —         —           6,960       339,648  
    11/17/2020       —       —       —         —         —           13,368       652,358  
      11/17/2021       —       —       —         —         —             20,354       993,275  
                 

Mark Miller

    11/17/2016       10,000     —       —         69.74       11/17/2022         —         —    
    11/19/2018       —       —       25,000       69.05       11/19/2024         —         —    
    11/15/2019       —       —       32,889       71.83       11/15/2025         —         —    
    11/17/2020       —       —       84,763       35.66       11/17/2026         —         —    
    11/17/2021       —       —       30,040       53.43       11/17/2027         —         —    
    11/19/2018       —       —       —         —         —           2,083       101,650  
    11/15/2019       —       —       —         —         —           6,960       339,648  
    11/17/2020       —       —       —         —         —           16,710       815,448  
 

 

    11/17/2021