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 7, 2023

 

TIME:

8:30 a.m. Pacific Time

 

PLACE:

Virtual Meeting

 

RECORD DATE:

July 10, 2023

     

Dear Fellow Stockholder:

You are cordially invited to attend our 2023 annual meeting of stockholders, which will be held on September 7, 2023 at 8:30 a.m. Pacific Time. This year’s annual meeting will be a completely virtual meeting of stockholders to provide a convenient and consistent experience to all stockholders regardless of location. To participate, vote or submit questions during the annual meeting via live webcast, please visit: www.virtualshareholdermeeting.com/VSAT2023. There will not be a physical location for the annual meeting. We are holding the annual meeting for the following purposes:

 

  1.

To elect Mark Dankberg and Rajeev Suri to serve as Class III Directors for a three-year term to expire at the 2026 annual meeting of stockholders.

 

  2.

To ratify the appointment of PricewaterhouseCoopers LLP as Viasat’s independent registered public accounting firm for fiscal year 2024.

 

  3.

To conduct an advisory vote on executive compensation.

 

  4.

To conduct an advisory vote on the frequency of holding future advisory votes on executive compensation.

 

  5.

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

 

  6.

To approve an amendment and restatement of the Employee Stock Purchase Plan.

 

  7.

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 10, 2023, 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

September 6, 2023

 

By Order of the Board of Directors

 

/s/ Mark Dankberg

Mark Dankberg

Chairman of the Board and Chief Executive Officer

Carlsbad, California

July 28, 2023

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

    10  

PROPOSAL 1: ELECTION OF DIRECTORS

    12  

Overview

    12  

Board Diversity Matrix

    13  

Class III Directors Nominated for Election at this Annual Meeting

    14  

Class I Directors with Terms Expiring in 2024

    15  

Class II Directors with Terms Expiring in 2025

    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: ADVISORY VOTE ON THE FREQUENCY OF HOLDING FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION

    21  

Overview

    21  

Recommendation of the Board

    21  

PROPOSAL 5: AMENDMENT AND RESTATEMENT OF THE 1996 EQUITY PARTICIPATION PLAN

    22  

Overview

    22  

Why You Should Vote for the Restated Equity Plan

    22  

Summary of the Restated Equity Plan

    25  

U.S. Federal Income Tax Consequences

    28  

New Plan Benefits

    29  

Recommendation of the Board

    30  

PROPOSAL 6: AMENDMENT AND RESTATEMENT OF THE EMPLOYEE STOCK PURCHASE PLAN

    31  

Overview

    31  

Why You Should Vote for the Restated Purchase Plan

    31  

Summary of the Restated Purchase Plan

    32  

U.S. Federal Income Tax Consequences

    34  

New Plan Benefits

    35  

Recommendation of the Board

    35  

OWNERSHIP OF SECURITIES

    36  

Beneficial Ownership Table

    36  

EXECUTIVE COMPENSATION

    39  

Compensation Discussion and Analysis

    39  

Clawback Policies

    52  

Anti-Hedging and Pledging Policy

    52  

Compensation Committee Report

    54  

Summary Compensation Table

    55  

Grants of Plan-Based Awards in Fiscal Year 2023

    56  

Outstanding Equity Awards at 2023 Fiscal Year End

    57  

Option Exercises and Stock Vested in Fiscal Year 2023

    58  

Pension Benefits

    58  

Non-Qualified Deferred Compensation

    58  

Potential Payments Upon Termination

    59  

CEO Pay Ratio

    60  

Pay Versus Performance

    61  

Director Compensation

    64  

Compensation Committee Interlocks and Insider Participation

    66  

Equity Compensation Plan Information

    66  

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

    67  

Review and Approval of Related Party Transactions

    67  

Related Party Transactions

    67  

AUDIT COMMITTEE REPORT

    68  

OTHER MATTERS

    69  

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

    A-1  

APPENDIX B: EMPLOYEE STOCK PURCHASE PLAN, AS AMENDED AND RESTATED

    B-1  
 

 

   2023 Proxy Statement            i


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LOGO

 

6155 El Camino Real

Carlsbad, California 92009

   PROXY STATEMENT

The Board of Directors of Viasat, Inc. (the Board) is soliciting the enclosed proxy for use at the annual meeting of stockholders to be held on September 7, 2023 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/VSAT2023.

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 is soliciting your proxy to vote at the 2023 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 28, 2023 to all stockholders who owned Viasat common stock on the record date, July 10, 2023, and are thus entitled to vote at the annual meeting. On this record date, there were approximately 124,054,755 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 2023 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 Mark Dankberg and Rajeev Suri to serve as Class III Directors for a three-year term to expire at the 2026 annual meeting of stockholders.

 

   

Proposal 2: The ratification of the appointment of PricewaterhouseCoopers as Viasat’s independent registered public accounting firm for fiscal year 2024.

 

   

Proposal 3: The advisory vote on executive compensation.

 

   

Proposal 4: The advisory vote on the frequency of holding future advisory votes on executive compensation.

 

   

Proposal 5: The amendment and restatement of the 1996 Equity Participation Plan.

 

   

Proposal 6: The amendment and restatement of the Employee Stock Purchase 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 unanimously recommends that you vote:

 

   

“FOR” the election of Mark Dankberg and Rajeev Suri (Proposal 1);

 

   

“FOR” the ratification of the appointment of PricewaterhouseCoopers as Viasat’s independent registered public accounting firm for fiscal year 2024 (Proposal 2);

 

   

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

 

   

“ONE YEAR” as the frequency of holding future advisory votes on executive compensation (Proposal 4);

 

   

“FOR” the amendment and restatement of the 1996 Equity Participation Plan (Proposal 5); and

 

   

“FOR” the amendment and restatement of the Employee Stock Purchase Plan (Proposal 6).

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 10, 2023.

 

   2023 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.

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 2023 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 allow 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 10, 2023, 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/VSAT2023. Stockholders may begin submitting written questions at 8:30 a.m. Pacific Time on September 7, 2023. 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/VSAT2023.

 

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GENERAL INFORMATION    About the Annual Meeting and Voting

 

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/VSAT2023 on the day of the annual meeting and properly registering their attendance by using the control number provided on your proxy card or voting instruction form provided by your bank or broker. This year, approximately 62,027,379 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 two 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 2024 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.

Who is soliciting these proxies and who is paying the solicitation costs?

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 2024 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.

 

   2023 Proxy Statement            3


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GENERAL INFORMATION    About the Annual Meeting and Voting

 

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.

Important notice regarding the availability of proxy materials for the Viasat annual meeting of stockholders to be held on September 7, 2023

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 7, 2023

Time: 8:30 a.m. Pacific Time

Location: Virtual meeting only, accessible at

www.virtualshareholdermeeting.com/VSAT2023

Record Date: July 10, 2023

Stock Symbol: VSAT

Exchange: The Nasdaq Global Select Market

Common Stock Outstanding: 124,054,755 shares on July 10, 2023

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: 2

 

    Mark Dankberg (Chairman and CEO)

 

    Rajeev Suri (Independent)

Board Meetings in Fiscal Year 2023: 7

All Directors Attended at Least 75% of Board and Committee Meetings: Yes

Standing Board Committees (Fiscal Year 2023 Meetings):

 

    Audit: 4

 

    Compensation and Human Resources: 10

 

    Nomination, Evaluation and Corporate Governance: 2

 

    Banking and Finance: 0

Stockholder Rights Plan: No

 

 

Executive Compensation

 

CEO: Mark Dankberg (age 68)

Fiscal Year 2023 Summary Compensation:

 

    Total Compensation: $6,996,915 (see full discussion in Executive Compensation section on p. 39)

 

   -

Salary: $1,364,000

 

   -

Annual Performance Cash Incentive: $2,030,400

 

   -

Long-Term Equity Incentives: $3,575,736

 

   -

All Other Compensation: $26,779

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 Mark Dankberg and Rajeev Suri as directors

 

    Board recommendation: FOR

 

2.

Ratification of appointment of independent registered public accounting firm

 

    Board recommendation: FOR

 

3.

Advisory vote on executive officer compensation

 

    Board recommendation: FOR

 

4.

Advisory vote on the frequency of future advisory votes on executive officer compensation

 

    Board recommendation: ONE YEAR

 

5.

Amendment and restatement of 1996 Equity Participation Plan

 

    Board recommendation: FOR

 

6.

Amendment and restatement of Employee Stock Purchase Plan

 

    Board recommendation: FOR
 

 

   2023 Proxy Statement            5


Table of Contents

 

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 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 their 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.

  ÄÃ  

 

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.
  ÄÃ  

 

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. In response to stockholder feedback, the role of Lead Independent Director was established 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 on 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 or were recently Viasat employees. The subjective evaluation of director independence by the Board 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 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.

 

   2023 Proxy Statement            7


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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 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, 2023, the Board held seven meetings. During this period, all of the directors then serving on the Board 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. Seven of the eight directors then serving on our Board 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 (2)

 

Member    

 

Chair    

 

Member    

 

 

John Stenbit (1)

 

Chair    

 

Member    

 

Member    

 

 

Andrew Sukawaty (3)(4)

 

Member    

 

 

Rajeev Suri (3)(5)

 

Member    

 

 

Theresa Wise

 

Member    

 

Member    

 

Chair    

 

 

Number of Meetings in Fiscal Year 2023

 

4    

 

10    

 

2    

 

0    

 

 

(1)

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

 

(2)

Ms. Rao is a Class III director whose term expires at this year’s annual meeting of stockholders. Ms. Rao is not standing for re-election, and Viasat thanks Ms. Rao for her leadership and guidance during her service.

 

(3)

Messrs. Sukawaty and Suri were appointed as directors on May 30, 2023 in connection with the closing of the Inmarsat Acquisition (as defined below).

 

(4)

Mr. Sukawaty was appointed as a member of the Compensation and Human Resources Committee on May 30, 2023.

 

(5)

Mr. Suri was appointed as a member of the Banking and Finance Committee on June 15, 2023.

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 has determined that two 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, 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.

 

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    CORPORATE GOVERNANCE PRINCIPLES AND BOARD MATTERS    Board Committee Composition

 

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.

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 nominations by the NECG Committee were also made in accordance with that certain Stockholders Agreement, dated

November 8, 2021 (the Stockholders Agreement), among Viasat, Inc. and certain former shareholders of Connect Topco

Limited, a private company limited by shares and incorporated in Guernsey (Inmarsat Holdings and, together with its

subsidiaries, Inmarsat). Under the Stockholders Agreement, effective from and after the closing of our acquisition of all of the

issued and outstanding shares of Inmarsat Holdings (the Inmarsat Acquisition) on May 30, 2023, the former Inmarsat

shareholders party to the Stockholders Agreement (the Investor Sellers) have the right to designate (i) two individuals for

nomination to the Board so long as they collectively beneficially own at least 25% of the total outstanding shares of our

common stock and (ii) one individual for nomination to the Board so long as they collectively beneficially own at least 15% of

the total outstanding shares of our common stock. At the closing of the Inmarsat Acquisition, the Board was expanded from

eight to ten directors and Andrew Sukawaty and Rajeev Suri were appointed to the newly created directorships as the Investor Sellers’ designees pursuant to the Stockholders Agreement.

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

 

   

The addition of five new independent directors since 2018, 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 38% reduction in the average tenure of our independent directors since 2018; and

 

   

Increased diversity across multiple dimensions, as 40% of directors identify as belonging to underrepresented communities and 20% of directors are women. Moreover, the Compensation and Human Resources Committee and the Banking and Finance Committee are chaired by women.

 

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   2023 Proxy Statement            9


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CORPORATE GOVERNANCE PRINCIPLES AND BOARD MATTERS    Board Evaluation and Refreshment

 

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 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; 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.

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 2023, we engaged in substantive conversations with stockholders representing approximately 57% of our total outstanding common stock.

 

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CORPORATE GOVERNANCE PRINCIPLES AND BOARD MATTERS    Stockholder Engagement

 

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, we implemented 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. We also modified how bonus targets are set and bonuses are calculated, and enhanced our peer group disclosure to provide additional transparency. A summary of the Board’s responsiveness to stockholder feedback 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
   

Seek further independent oversight of the Board

  Appointed a Lead Independent Director
   

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
   

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
   

Adopt a maximum cap on annual bonus payouts

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

Provide additional disclosure about peer group selection process

  Enhanced peer group disclosure in proxy statement
   

Implement a clawback policy

  Adopted a clawback policy to enable recovery of cash and equity incentive compensation (including time-based and performance-based equity awards) related to a financial restatement resulting from an executive officer’s misconduct. We also intend to adopt a compensation recovery policy as required by Rule 10D-1 under the Securities Exchange Act of 1934, as amended, and the corresponding rules adopted by NASDAQ, which will provide for the mandatory recovery of certain erroneously awarded incentive compensation from our officers in the event of an accounting restatement to correct the Company’s material noncompliance with any financial reporting requirement under securities laws.
   

Provide more transparency into environmental, social and governance matters

  Published an Environmental, Social and Governance Impact Report, 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.

 

   2023 Proxy Statement            11


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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 III directors whose terms expire at this year’s annual meeting. One of our existing Class III directors, Varsha Rao, is not standing for re-election, and her seat will remain vacant at this time. At this year’s annual meeting of stockholders, we will elect two Class III directors to hold office until the 2026 annual meeting. At next year’s annual meeting of stockholders, we will elect four Class I directors to hold office until the 2027 annual meeting, and the following year, we will elect three Class II directors to hold office until the 2028 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 unanimously nominated Mark Dankberg and Rajeev Suri as Class III nominees for election to the Board. As discussed above under “Board Evaluation and Refreshment,” Mr. Suri has been nominated for election pursuant to the Stockholders Agreement entered into in connection with the Inmarsat Acquisition as one of the designees of the Investor Sellers thereunder. Unless proxy cards are otherwise marked, the persons named as proxies will vote all proxies received “FOR” the election of Mr. Dankberg and Mr. Suri. 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

  68

Chairman of the Board and Chief Executive Officer

1986 2023 III
         

Richard Baldridge

  65

Director

2016 2025 II
         

James Bridenstine

  48

Director

2021 2025 II
         

Robert Johnson

  73

Director

1986 2024 I
         

Sean Pak

  50

Director (Lead Independent Director)

2018 2025 II
         

John Stenbit

  83

Director

2004 2024 I
         

Andrew Sukawaty

  68

Director

2023 2024 I
         

Rajeev Suri

  55

Director

2023 2023 III
         

Theresa Wise

  56

Director

2020 2024 I

 

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PROPOSAL 1:    Election of Directors

 

Board Diversity Matrix

As of July 28, 2023

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: 10 (1)

 

                       

Part I: Gender Identity

  

     Female     

  

     Male     

  

     Non-Binary     

  

Did Not

     Disclose Gender     

       

Directors

  

2 (1)

  

8

  

  

Part II: Demographic Background

       

African American or Black

  

  

  

  

       

Alaskan Native or Native American

  

  

1

  

  

       

Asian

  

1 (1)

  

2

  

  

       

Hispanic or Latinx

  

  

  

  

       

Native Hawaiian or Pacific Islander

  

  

  

  

       

White

  

1

  

5

  

  

       

Two or More Races or Ethnicities

  

  

  

  

 

LGBTQ+

  
 

Did Not Disclose Demographic Background

  

 

(1)

Includes Varsha Rao, who is a Class III director whose term expires at this year’s annual meeting of stockholders and who is not standing for re-election.

 

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PROPOSAL 1:    Election of Directors

 

Class III Directors Nominated for Election at this Annual Meeting

 

 

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 board 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.

 

 

Rajeev Suri

 

LOGO

Director Since:

2023

  

  

  

Rajeev Suri has been a director of Viasat since the closing of the Inmarsat Acquisition on May 30, 2023. Mr. Suri served as the Chief Executive Officer of Inmarsat from March 2021 until the closing of the Inmarsat Acquisition. Mr. Suri joined Inmarsat from Nokia, where he was President and Chief Executive Officer from 2014 to 2020. From 2009 to 2014, Mr. Suri served as Chief Executive Officer of Nokia Solutions and Networks. In 2021, he was appointed as a Commissioner of the United Nations Broadband Commission and in 2022 was elected as chair of the Global Satellite Operators Association (GSOA). Previously, Mr. Suri served as co-chair of the digitalization task force for the B20 and a member of various digital and healthcare committees at the World Economic Forum. Mr. Suri was also a member of the Chinese Premier’s Global CEO Council from 2014 to 2020 and in 2015 received China’s Marco Polo award. Mr. Suri currently serves as a director of Stryker Corporation (NYSE: SYK) and Singtel. Mr. Suri holds a B.E. in Electronics and Communications and an honorary doctorate from Manipal University.

 

Mr. Suri provides our Board with significant experience regarding the strategic and operational challenges of leading global technology companies based on his service as Chief Executive Officer of Inmarsat and Nokia.

 

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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 previously served as a director of Loral Space & Communications Inc. (Nasdaq: LORL), 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

 

Andrew Sukawaty has been a director of Viasat since the closing of the Inmarsat Acquisition on May 30, 2023. Mr. Sukawaty served as the Chairman of the Board of Inmarsat until the closing of the Inmarsat Acquisition, and previously served as both Chairman and Chief Executive Officer of Inmarsat between 2003 and 2012. He is a founding partner of Corten Advisers UK LLP, Chairman of Hg Capital USA, and a director of Hg Capital LLC and RELX plc. Previously, Mr. Sukawaty was a Senior Independent Director of Sky plc, Chairman of Ziggo N.V., Xyratex Technologies and Telenet, and Deputy Chairman of O2 plc. He has also previously served as an advisor to Apax Partners and Warburg Pincus and has previously been Chief Executive Officer and President of Sprint PCS, a global national wireless carrier, and Chief Executive Officer of NTL Limited. In addition, Mr. Sukawaty previously held various management positions with U.S. West and AT&T and served on the boards of directors of various listed companies. Mr. Sukawaty holds a B.B.A. from the University of Wisconsin and an M.B.A. from the University of Minnesota.

 

Mr. Sukawaty provides our Board with extensive experience building a global mobile communications company based on his service as Chairman and Chief Executive Officer of Inmarsat.

 Andrew Sukawaty

 

LOGO

 Director Since:

 2023

 

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 board of directors of Acropolis Infrastructure Acquisition Company, a special purpose acquisition company (NYSE: ACRO), CWT, a global travel technology company, and IBS Software. 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

 

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 Director Since:

 2020

 

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PROPOSAL 1:    Election of Directors

 

Class II Directors with Terms Expiring in 2025

 

 

Richard Baldridge

 

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Director Since:

2016

  

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 served as President and Chief Executive Officer from November 2020 through July 2022, and served as Vice Chairman from July 2022 until his retirement in June 2023. 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.

 

 

James Bridenstine

 

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Director Since:

2021

  

James Bridenstine has been a director of Viasat since 2021. Since June 2022, Mr. Bridenstine has worked as an independent consultant. From January 2021 to June 2022, Mr. Bridenstine 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.

 

 

Sean Pak

 

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Director Since:

2018

  

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.

Recommendation of the Board

The Board unanimously recommends that you vote “FOR” the election of Mr. Dankberg and Mr. Suri.

 

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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, 2024. 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, 2023 and March 31, 2022:

 

     

Fee Category

FY 2023 Fees ($) FY 2022 Fees ($)
   

Audit Fees

4,615,624 4,056,096
   

Audit-Related Fees

   212,000    479,500
   

Tax Fees

     72,939      77,166
   

All Other Fees

     29,571      29,399
   

Total Fees

4,930,134 4,642,161

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 2023, the fees paid to PricewaterhouseCoopers shown in the table above were pre-approved in accordance with this policy.

Recommendation of the Board

The Board unanimously recommends that you vote “FOR” the ratification of the appointment of PricewaterhouseCoopers as Viasat’s independent registered public accounting firm for fiscal year 2024.

 

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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 2023, we engaged in substantive conversations with stockholders representing approximately 57% of our total outstanding common stock.

Our Board has demonstrated responsiveness to feedback received during these discussions with stockholders through the changes we have made to our executive compensation program over the years, 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

 

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

 

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

 

Adopt a maximum cap on annual bonus payouts

 

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

 

Provide additional disclosure about peer group selection process

 

Enhanced peer group disclosure in proxy statement

 

Implement a clawback policy

 

Adopted a clawback policy to enable recovery of cash and equity incentive compensation (including time-based and performance-based equity awards) related to a financial restatement resulting from an executive officer’s misconduct. We also intend to adopt a compensation recovery policy as required by Rule 10D-1 under the Securities Exchange Act of 1934, as amended, and the corresponding rules adopted by NASDAQ, which will provide for the mandatory recovery of certain erroneously awarded incentive compensation from our officers in the event of an accounting restatement to correct the Company’s material noncompliance with any financial reporting requirement under securities laws.

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

 

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PROPOSAL 3:    Advisory Vote On Executive Compensation

 

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.

We request stockholder approval, on an advisory basis, of the compensation of our Named Executive Officers, as disclosed in our proxy statement for the 2023 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 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 2024 annual meeting of stockholders.

Recommendation of the Board

The Board 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:

Advisory Vote on the Frequency of Holding Future Advisory Votes on Executive Compensation

Overview

We are providing Viasat stockholders with an opportunity to cast an advisory vote on whether future “say-on-pay” proposals such as the one in Proposal 3 above should occur every year, every two years or every three years. Our stockholders voted on a similar proposal in 2017, with a majority of the votes cast in favor of holding future advisory votes on executive compensation every year. After careful consideration of the frequency alternatives, our Board has determined that an annual frequency (i.e., every year) is the optimal frequency for continuing to conduct a say-on-pay vote.

In voting on this proposal, stockholders should be aware that they are not voting to approve or disapprove the Board’s recommendation to hold say-on-pay votes every year. Instead, stockholders will be able to specify one of four choices for this proposal on the proxy card: one year, two years, three years or abstain.

Because this advisory vote is non-binding, our Board may decide that it is in the best interests of our stockholders and the company to hold a say-on-pay vote more or less frequently than the option approved by our stockholders. However, our Board 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 the frequency of future say-on-pay votes.

Recommendation of the Board

The Board unanimously recommends that you vote to hold future say-on-pay votes every “ONE YEAR” (as opposed to every “two years” or every “three years”).

 

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PROPOSAL 5:

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 15, 2023, our Board 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 5 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 11,500,000 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 approximately two years’ 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 14, 2033.

 

   

Changes to Individual Award Limitations.    The Restated Equity Plan will provide that (i) not more than 2,000,000 shares may be subject to options or stock appreciation rights for any one individual per fiscal year, (ii) not more than 1,200,000 shares may be subject to restricted stock awards, performance awards, dividend equivalents, restricted stock unit awards or stock payment awards for any one individual per fiscal year, and (iii) 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 $10,000,000.

 

   

Clawback. All awards granted under the Restated Equity Plan will be subject to recoupment in accordance with our existing clawback policy and any additional clawback policy we may be required to adopt pursuant to applicable law and listing requirements, including as required by Rule 10-D under the Securities Exchange Act of 1934, as amended, and the corresponding rules to be adopted by the Nasdaq Stock Market.

 

   

Removal of Section 162(m) Provisions. Section 162(m) of the Internal Revenue Code, or the Code, prior to the Tax Cuts and Jobs Act of 2017 (the “TCJA”), allowed performance-based compensation that met certain requirements to be tax deductible regardless of amount. This qualified performance-based compensation exception was repealed as part of the TCJA. We have removed certain provisions from the Restated Equity Plan which were otherwise required for awards to qualify as performance-based compensation under the Section 162(m) exception prior to its repeal, except that the Restated Equity Plan will continue to include the limits on the size of awards that an individual may receive each calendar year, as described above.

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 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 14.9%, which is 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.

 

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PROPOSAL 5:    Amendment and Restatement of the 1996 Equity Participation Plan

 

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 July 1, 2023, 32.3% of our employees held outstanding equity awards and all 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.

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 July 1, 2023, and the proposed increase in shares authorized for issuance under the Restated Equity Plan. For information about our Employee Stock Purchase Plan, please see Proposal 6.

Equity Compensation Plans as of July 1, 2023

 

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

Equity Plan

                      
     

Options outstanding (3)

     2,966,721        2.4%    $ 122,406,908  
     

Weighted average exercise price of outstanding options

   $ 47.79                
     

Weighted average remaining term of outstanding options

     3.96 years                
     

Restricted stock units outstanding (4)

     4,878,968        3.9%    $ 201,306,220  
     

Shares available for grant under Equity Plan (5)

     2,965,055        2.4%    $ 122,338,169  
     

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

     11,500,000      9.3%    $ 474,490,000  
     

RigNet, Inc. 2010 Omnibus Incentive Plan (6)

                      
     

Options outstanding

     39,158        0.0%    $ 1,615,659  
     

Weighted average exercise price of outstanding options

   $ 107.47                
     

Weighted average remaining term of outstanding options

     2.30 years                
     

Restricted stock units outstanding

     —          0.0%      —    
     

Shares available for grant

     —          0.0%      —    
     

RigNet, Inc. 2019 Omnibus Incentive Plan (6)

                      
     

Options outstanding

     8,328        0.0%    $ 343,613  
     

Weighted average exercise price of outstanding options

   $ 31.28                
     

Weighted average remaining term of outstanding options

     3.41 years                
     

Restricted stock units outstanding

     73,574        0.1%    $ 3,035,663  
     

Shares available for grant

     —          0.0%    $ —    

 

(1)

Based on 124,054,755 shares of Viasat common stock outstanding as of July 1, 2023.

 

(2)

Based on the closing price per share of Viasat common stock on July 1, 2023 ($41.26).

 

(3)

Includes an aggregate of 2,715,235 performance-based stock options granted in the three months ended June 30, 2023 and in fiscal years 2023, 2022, 2021 and 2020 (based on “target” level of performance) that remain outstanding as of July 1, 2023. Performance-based stock options may be eligible to vest at 175% of the “target” award levels at “maximum” performance.

 

(4)

Includes an aggregate of 59,482 restricted stock units that were granted from the RigNet Share Reserve (as defined below) on or after April 30, 2021 and prior to June 8, 2022 that remain outstanding as of July 1, 2023 under the Equity Plan.

 

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PROPOSAL 5:    Amendment and Restatement of the 1996 Equity Participation Plan

 

(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. In connection with Viasat’s acquisition of RigNet, Inc. (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”). As of June 8, 2022, Viasat ceased granting any new awards out of the RigNet Share Reserve, although shares subject to awards granted from the RigNet Share Reserve prior to June 8, 2022 (“RigNet Share Reserve Awards”) that remained outstanding as of such date (a total of 88,374 shares as of June 8, 2022) were eligible to be recycled back into the Equity Plan in accordance with its terms and added back to the share reserve of the Equity Plan on or after such date, as discussed below. The “Shares available for grant under Equity Plan” in the table above includes any shares that have become available under the Equity Plan on or after June 8, 2022 as a result of the recycling of shares subject to RigNet Share Reserve Awards. As of July 1, 2023, RigNet Share Reserve Awards with respect to an aggregate of 59,482 restricted stock units that were granted from the RigNet Share Reserve on or after April 30, 2021 and prior to June 8, 2022 remain outstanding under the Equity Plan, which awards are included in the total restricted stock units outstanding under the Equity Plan listed in the table above.

 

(6)

In connection with our acquisition of RigNet in April 2021, we assumed the RigNet 2019 Plan and the RigNet 2010 Omnibus Incentive Plan (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).

In fiscal years 2023, 2022 and 2021, our annual gross burn rates under the Equity Plan were 3.67%, 3.79% and 3.71%, 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). 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 2023, 2022 and 2021. In fiscal years 2023, 2022 and 2021, we issued performance-based stock options to purchase an aggregate of 557,687, 599,292 and 784,653 shares of our common stock at “target” performance, respectively, which represented 0.73%, 0.82% and 1.18% of the weighted-average number of shares outstanding during fiscal years 2023, 2022 and 2021, respectively.

In fiscal years 2023, 2022 and 2021, our end of year equity overhang rates for the Equity Plan were 14.43%, 14.87% and 13.49%, 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 11,500,000 shares to be reserved under the Restated Equity Plan would dilute the holdings of stockholders by an additional 9.27%, based on the number of shares of Viasat common stock outstanding as of July 1, 2023.

In requesting approval of the Restated Equity Plan, we are asking stockholders for a pool of shares anticipated for approximately two years’ 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 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.

 

   

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

 

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PROPOSAL 5:    Amendment and Restatement of the 1996 Equity Participation Plan

 

   

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 2,000,000 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 1,200,000 shares per fiscal year for grants of restricted stock, performance awards, dividend equivalents, restricted stock units and stock payments. 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 $10,000,000.

 

   

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 5 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.

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.

Administration.    The Compensation and Human Resources Committee of the Board will administer the Restated Equity Plan. The full Board will administer the Restated Equity Plan with respect to awards to non-employee directors. The Compensation

 

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PROPOSAL 5:    Amendment and Restatement of the 1996 Equity Participation Plan

 

and Human Resources Committee and the Board, 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.    If this Proposal 5 is approved, the Restated Equity Plan will provide for the issuance of an additional 11,500,000 shares of our common stock over the existing share reserve under the Equity Plan. Accordingly, when the new share request is added to the shares previously authorized under the Equity Plan, the Restated Equity Plan will authorize the issuance of the sum of:

 

   

55,971,000 shares; plus

 

   

any shares that were subject to awards granted out of the RigNet Share Reserve between the closing of the RigNet acquisition on April 30, 2021 and June 8, 2022 (the RigNet Share Reserve Awards) 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 July 1, 2023, RigNet Share Reserve Awards with respect to a total of 59,482 shares that were granted out of the RigNet Share Reserve under the Equity Plan on or after April 30, 2021, the closing date of our acquisition of RigNet, but prior to June 8, 2022 remained outstanding under the Equity Plan and may become available for issuance under the Restated Equity Plan in this manner in the future.

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 2,000,000 shares may be subject to options or stock appreciation rights granted to any one individual per fiscal year. The Restated Equity Plan also has an individual award limit of 1,200,000 shares per fiscal year for grants of restricted stock, performance awards, dividend equivalents, restricted stock units and stock payments. 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 $10,000,000.

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 conditions of the awards. As of July 1, 2023, outstanding equity awards have been issued to approximately 3,200 of our approximately 9,900 employees, to none of our approximately 1,070 consultants, and to all nine of our non-employee directors under the Equity Plan.

 

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PROPOSAL 5:    Amendment and Restatement of the 1996 Equity Participation 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 July 1, 2023, the closing price of Viasat common stock on the Nasdaq Global Select Market was $41.26 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 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.

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.

 

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PROPOSAL 5:    Amendment and Restatement of the 1996 Equity Participation Plan

 

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).

Clawback. All awards granted under the Restated Equity Plan will be subject to recoupment in accordance with our existing clawback policy and any clawback policy we may be required to adopt pursuant to applicable law and listing requirements, including as required by Rule 10-D under the Securities Exchange Act of 1934, as amended, and the corresponding rules to be adopted by the Nasdaq Stock Market.

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 14, 2033.

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 5:    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. As a result, we will not 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 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 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 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 5:    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)
   

Mark Dankberg

  —                 142,687          
   

Richard Baldridge

  —                 70,000          
   

Shawn Duffy

  —                 35,000          
   

Kevin Harkenrider

  —                 50,000          
   

Mark Miller

  —                 30,000          
   

Craig Miller

  —                 30,000          
   

All current executive officers, as a group (13 persons) (2)

  —                 470,187          
   

All current directors who are not executive officers, as a group (9 persons) (2)

  9,600               100,000          
   

All nominees for election as a director (2 persons)

  —                 142,687          
   

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

  2,189,442               17,500          

 

(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.

 

(2)

Richard Baldridge was employed by Viasat as its Vice Chairman until his retirement on June 30, 2023, and continues to serve as a member of the Board.

Recommendation of the Board

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

 

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PROPOSAL 6:

Amendment and Restatement of the Employee Stock Purchase Plan

Overview

We are requesting that our stockholders approve the amendment and restatement of our existing Employee Stock Purchase Plan, or the Purchase Plan. In this proxy statement, we sometimes refer to the proposed amended and restated Employee Stock Purchase Plan as the Restated Purchase Plan. On June 15, 2023, our Board approved the Restated Purchase Plan, subject to stockholder approval at the annual meeting. The Restated Purchase Plan will become effective on the day of the annual meeting, assuming approval of this Proposal 6 by our stockholders.

If approved by the stockholders, the Restated Purchase Plan will provide for an increase of 5,000,000 shares over the number of shares of common stock currently authorized for issuance under the existing Purchase Plan, for a total of 11,950,000 shares. As of July 1, 2023, only 1,378,837 shares remained available for purchase under the existing Purchase Plan.

In general, stockholder approval of the Restated Purchase Plan will implement the foregoing share reserve increase while (1) complying with the terms of the Purchase Plan regarding amendments, (2) meeting the stockholder approval requirements of Nasdaq, and (3) allowing us to continue to grant purchase rights under the Section 423 Component of the Purchase Plan (as described below) that are intended to qualify for favorable tax treatment under Section 423 of the Code.

Additionally, the Restated Purchase Plan will provide that the Compensation and Human Resources Committee may delegate to one or more officers of Viasat the authority to make administrative decisions under the Restated Purchase Plan, including the designation of additional participating subsidiaries, unless any such decisions would require the approval of the Compensation and Human Resources Committee under Section 16 of the Securities Exchange Act, the Internal Revenue Code or other applicable law.

If this Proposal 6 is not approved, the Restated Purchase Plan will not become effective, the existing Purchase Plan will continue in full force and effect, and we may continue to grant purchase rights under the existing Purchase Plan, subject to its terms, conditions and limitations, using the shares available for issuance thereunder.

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

Why You Should Vote for the Restated Purchase Plan

The Restated Purchase Plan is a Valuable Retention Tool.    We firmly believe that the Restated Purchase Plan is a necessary and powerful incentive and retention tool that benefits our stockholders. Specifically, the Restated Purchase Plan will enable us to continue to: (1) provide eligible employees with a convenient means of acquiring an equity interest in Viasat through payroll deductions, (2) enhance such employees’ sense of participation in the performance of Viasat, and (3) provide an incentive for continued employment. The Restated Purchase Plan will also continue to align the interests of employees with those of stockholders through increased stock ownership.

The Purchase Plan Will No Longer Have Shares Available for Purchase.    As of July 1, 2023, only 1,378,837 shares remained available for purchase under the Purchase Plan. Based on historical usage, we estimate that these shares would have been sufficient for two to three additional offering periods. Thus, the increase in the shares available for issuance under the Purchase Plan pursuant to the amendment and restatement is necessary to allow us to continue to provide an employee stock purchase plan beyond this time without interruption.

Factors Considered in Determining Proposed Increase to Share Reserve.     In making its determination to approve the Restated Purchase Plan, our Board considered various factors in determining the appropriate number of shares to be added to the share reserve under the Purchase Plan, including an analysis of certain burn rate, dilution and overhang metrics and the costs of the increase in the share reserve.

Our fiscal years 2023, 2022 and 2021 annual gross burn rates for the Purchase Plan were 1.15%, 0.80% and 0.96%, respectively (calculated by dividing the number of shares issued under the Purchase Plan during the applicable fiscal year by the weighted-average number of shares outstanding during such fiscal year). This represents a three-year average burn rate of 0.97% of common shares outstanding.

In fiscal years 2023, 2022 and 2021, our fiscal year end overhang rates for the Purchase Plan were 1.79%, 3.03% and 0.49%, respectively (calculated by dividing the number of shares remaining available for issuance under the Purchase Plan by the number of our shares outstanding at the end of the applicable fiscal year). If approved, the issuance of the additional 5,000,000 shares reserved under the Restated Purchase Plan would dilute the holdings of stockholders by an additional 4.03%, based on the number of shares of Viasat common stock outstanding as of July 1, 2023.

 

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PROPOSAL 6:    Amendment and Restatement of the Employee Stock Purchase Plan

 

Based on this historical usage of shares under the Purchase Plan, we estimate that the additional authorized shares being requested under the Restated Purchase Plan would be sufficient for awards for approximately ten additional six-month offering periods (or for approximately five years; however, we reserve the right to request additional shares for issuance under the Restated Purchase Plan prior to that date). However, the actual usage rate of the Restated Purchase Plan may differ from historical usage rates and will depend on various factors, including employee participation levels, changes in our stock price and hiring activity, which we cannot predict with any degree of certainty at this time. The total aggregate equity value of the 5,000,000 additional shares being requested, based on the per share closing price of Viasat common stock on June 30, 2023 ($41.26), is approximately $206.3 million.

Summary of the Restated Purchase Plan

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

General Nature and Purpose.    The primary purpose of the Restated Purchase Plan is to provide employees an opportunity to participate in the ownership of the company by purchasing Viasat common stock through payroll deductions. The Restated Purchase Plan is intended to benefit Viasat as well as its stockholders and employees. The Restated Purchase Plan gives employees an opportunity to purchase shares of common stock at a discounted price. Employees make such purchases by participation in the regular offering periods under the Restated Purchase Plan. We believe that our stockholders correspondingly benefit from the increased interest on the part of participating employees in the profitability of the company. Finally, we benefit from the periodic investments of capital provided by participants in the Restated Purchase Plan.

The Restated Purchase Plan has two components in order to give us increased flexibility in the granting of purchase rights under the Restated Purchase Plan to U.S. and to non-U.S. employees. Specifically, the Restated Purchase Plan authorizes the grant of purchase rights that are intended to qualify for favorable U.S. federal tax treatment under Section 423 of the Code (which we refer to as the Section 423 Component). To facilitate participation for employees located outside of the United States in light of non-U.S. law and other considerations, the Restated Purchase Plan also provides for the grant of purchase rights that are not intended to be tax-qualified under Section 423 of the Code (which we refer to as the Non-Section 423 Component). The plan administrator will designate offerings made under the Non-Section 423 Component and, except as otherwise noted below, the Section 423 Component and the Non-Section 423 Component generally will be operated and administered in the same way.

Administration.    The Restated Purchase Plan will be administered by the Compensation and Human Resources Committee. Subject to the provisions of the Restated Purchase Plan, the plan administrator determines the terms and conditions of the offerings under the Restated Purchase Plan; provided, however, that all participants granted purchase rights in an offering which are intended to comply with Section 423 of the Code will have the same rights and privileges within the meaning of Section 423 of the Code. For purposes of the Restated Purchase Plan, the plan administrator may designate separate offerings under the Restated Purchase Plan, the terms of which need not be identical, in which eligible employees of one or more participating companies will participate, even if the dates of the applicable offering periods in each such offering are identical, provided that the terms of participation are the same within each separate offering as determined under Section 423 of the Code. Additionally, the Restated Purchase Plan will provide that the Compensation and Human Resources Committee may delegate to one or more officers of Viasat the authority to make administrative decisions under the Restated Purchase Plan, including the designation of additional participating subsidiaries, unless any such decisions would require the approval of the Compensation and Human Resources Committee under Section 16 of the Securities Exchange Act, the Internal Revenue Code or other applicable law.

The plan administrator may adopt sub-plans, appendices, rules and procedures relating to the operation and administration of the Restated Purchase Plan to facilitate participation in the Restated Purchase Plan by employees who are foreign nationals or employed outside the United States. To the extent any sub-plan is inconsistent with the requirements of Section 423 of the Code, it will be considered part of the Non-Section 423 Component. The provisions of the Restated Purchase Plan will govern any sub-plan unless superseded by the terms of such sub-plan.

Shares Subject to Restated Purchase Plan.    The existing Purchase Plan provides for the issuance of up to 6,950,000 shares of our common stock. If this Proposal 6 is approved, the Restated Purchase Plan will provide for the issuance of up to 11,950,000 shares of our common stock. Under the terms of the Restated Purchase Plan, the shares available for issuance may be issued under either the Section 423 Component or the Non-Section 423 Component, and any such shares issued may consist of treasury shares or authorized and unissued shares or shares bought on the market for purposes of the plan.

Eligibility.    Only employees may participate in the Restated Purchase Plan. For this purpose, an “employee” is any person who is regularly employed by Viasat or any of its majority-owned subsidiaries which have been designated by the Board as participating companies under the Restated Purchase Plan and who has been employed by a participating company for not less than five calendar days prior to the beginning of an offering period. No employee will be permitted to subscribe for shares

 

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PROPOSAL 6:    Amendment and Restatement of the Employee Stock Purchase Plan

 

under the Restated Purchase Plan if, immediately upon purchase of the shares, the employee would own 5% or more of the total combined voting power or value of all classes of stock of Viasat or its subsidiaries (including stock issuable upon exercise of options held by him or her), nor will any employee be granted a purchase right that would permit him or her to buy more than $25,000 worth of stock under the Restated Purchase Plan (valued at the time such purchase right is granted) for each calendar year during which such purchase right is outstanding. An employee may purchase up to 100,000 shares during an offering period under the Restated Purchase Plan. Participation in the Section 423 Component is further subject to the eligibility requirements of Section 423 of the Code.

If the grant of a purchase right under the Restated Purchase Plan to any employee of a participating company who is a citizen or resident of a foreign jurisdiction would be prohibited under the laws of such foreign jurisdiction or the grant of a purchase right to such employee in compliance with the laws of such foreign jurisdiction would cause the Restated Purchase Plan to violate the requirements of Section 423 of the Code, as determined by the Compensation and Human Resources Committee in its sole discretion, such employee will not be permitted to participate in the Section 423 Component of the Restated Purchase Plan.

In addition, with respect to the Non-Section 423 Component, all of the foregoing rules will apply in determining who is an eligible employee, except (1) the plan administrator may limit eligibility further within a participating company so as to only designate some employees of a participating company as eligible employees, or (2) to the extent such eligibility rules are not consistent with applicable local laws.

As of July 1, 2023, approximately 6,200 of our approximately 9,900 employees were eligible to participate in the Purchase Plan (and would have been eligible to participate in the Restated Purchase Plan had it been in effect on such date), and approximately 3,200 of such eligible employees were participating.

Offering Periods.    There is generally one offering period under the Restated Purchase Plan during each six-month period commencing February 1 and August 1 of each year of the Restated Purchase Plan. The current offering period will end on July 31, 2023. The first day of an offering period is referred to as the Grant Date. The last trading day of an offering period is referred to as the Exercise Date.

Purchase Price.    The purchase price per share at which shares will be sold in an offering under the Restated Purchase Plan is the lower of (1) 85% of the fair market value of a share of Viasat common stock on the Grant Date or (2) 85% of the fair market value of a share of Viasat common stock on the Exercise Date. The fair market value per share of Viasat common stock on a given date is the closing price as reported by Nasdaq on such date or, if shares are not traded on such date, then on the most recent trading day during which a sale occurred. On June 30, 2023, the closing price of Viasat common stock on the Nasdaq Global Select Market was $41.26 per share.

Payment of Purchase Price; Payroll Deductions.    The purchase price of the shares is generally accumulated by payroll deductions over the offering period unless payroll deductions are not permitted in a jurisdiction outside the United States. Each participant may authorize automatic payroll deductions in any multiple of 1% (up to a maximum of 5%) of his or her eligible compensation during the offering period. All payroll deductions made for a participant are credited to the participant’s account under the Restated Purchase Plan and are included with the general funds of Viasat, unless the funds for non-U.S. participants must be segregated and held in a separate account. Funds received upon sales of stock under the Restated Purchase Plan are used for general corporate purposes. Any payroll deductions not applied to the purchase of shares during an offering period due to volume purchase limitations contained in the Restated Purchase Plan and any cash in lieu of fractional shares remaining after the purchase of whole shares during an offering period will be refunded to the participant.

Withdrawal.    A participant may terminate his or her interest in a given offering by signing and delivering a notice of withdrawal from the Restated Purchase Plan at least such number of days prior to the Exercise Date of the applicable offering period as is prescribed by the plan administrator for withdrawals.

Termination of Employment.    Termination of a participant’s employment for any reason, including retirement, cancels his or her participation in the Restated Purchase Plan immediately. In such event, the payroll deductions credited to the participant’s account will be returned without interest to such participant. A transfer of employment from one participating company to another will not constitute a termination of employment for purposes of the Restated Purchase Plan, but may result in the participant participating in a different offering under the Restated Purchase Plan. If the employment of a participant is terminated by the participant’s death, the executor of such participant’s will or the administrator of such participant’s estate may request payment of the balance in the participant’s account, in which event the payroll deductions credited to the participant’s account will be returned without interest to such participant’s heirs. If we do not receive such notice prior to the Exercise Date, the participant’s right to purchase shares under the Restated Purchase Plan will be deemed to have been exercised on the Exercise Date.

Share Proration.    Should the total number of shares of Viasat common stock which are to be purchased under outstanding purchase rights on any Exercise Date exceed (1) the number of shares then available for issuance under the Restated Purchase Plan or (2) the number of shares available for issuance under the Restated Purchase Plan as of the commencement of that offering period, the Compensation and Human Resources Committee may make a pro rata allocation of the available

 

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PROPOSAL 6:    Amendment and Restatement of the Employee Stock Purchase Plan

 

shares in as nearly a uniform manner as possible, and the payroll deductions of each participant (to the extent in excess of the aggregate purchase price payable for the Viasat common stock prorated to such individual) will be refunded to such participant.

Capital Changes.    In the event of any changes in our capitalization, such as stock splits, stock dividends, recapitalizations or combinations, resulting in an increase or decrease in the number of outstanding shares of common stock, appropriate adjustments will be made in the shares subject to purchase and in the price per share under the Restated Purchase Plan.

Effect of Liquidation, Dissolution, Sale of Assets or Merger.    In the event of liquidation, dissolution, merger, consolidation or sale of all or substantially all of the assets of Viasat or 50% or more of Viasat’s then outstanding voting stock, the Exercise Date with respect to the current offering period will be the business day immediately preceding the effective date of such event (or such other prior date determined by the Compensation and Human Resources Committee), unless the Compensation and Human Resources Committee provides for the assumption or substitution of such rights to purchase shares of common stock under the Restated Purchase Plan.

Amendment and Termination of the Restated Purchase Plan.    The Restated Purchase Plan may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by our Board. However, without approval of our stockholders, the Restated Purchase Plan may not be amended to (1) change the number or type of shares of common stock reserved for issuance under the Restated Purchase Plan, (2) decrease the purchase price of common stock issued under the Restated Purchase Plan below a price computed in accordance with the applicable provisions of the Restated Purchase Plan, (3) alter the requirements for eligibility to participate in the Restated Purchase Plan, or (4) amend the Restated Purchase Plan in any manner which would cause the Section 423 Component of the Restated Purchase Plan to no longer be an “employee stock purchase plan” within the meaning of the Code.

Securities Laws.    The Restated Purchase Plan is intended to conform to 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 summary under current law of the material U.S. federal income tax consequences to an employee who participates in the Restated Purchase Plan. This summary deals with the general U.S. federal income tax principles that apply and is provided only for general information. Some kinds of taxes, such as state, local and foreign income taxes and federal employment taxes, are not discussed. Tax laws are complex and subject to change and may vary depending on individual circumstances and from locality to locality. This summary also assumes that the Section 423 Component complies with Section 423 of the Code and is based on the tax laws in effect as of the date of this proxy statement. Changes to these laws could alter the tax consequences described below. The summary does not discuss all aspects of federal income taxation that may be relevant in light of a participant’s personal circumstances. This summarized tax information is not tax advice and a recipient of an award should rely on the advice of his or her legal and tax advisors.

As described above, the Restated Purchase Plan has a Section 423 Component and a Non-Section 423 Component. The tax consequences for a U.S. taxpayer will depend on whether he or she participates in the Section 423 Component or the Non-Section 423 Component.

Tax Consequences to U.S. Participants in the Section 423 Component.    The right of participants to make purchases under the Section 423 Component are intended to qualify under the provisions of Section 423 of the Code. Under the applicable Code provisions, no income will be taxable to a participant until the sale or other disposition of the shares purchased under the Restated Purchase Plan. Upon such sale or disposition, the participant will generally be subject to tax in an amount that depends upon the length of time such shares are held by the participant prior to disposing of them. If the shares are sold or disposed of more than two years from the first day of the offering period during which the shares were purchased and one year from the date of purchase, or if the participant dies while holding the shares, the participant (or his or her estate) will recognize ordinary income measured as the lesser of (1) the excess of the fair market value of the shares at the time of such sale or disposition over the purchase price or (2) an amount equal to 15% of the fair market value of the shares as of the first day of the offering period. Any additional gain will be treated as long-term capital gain. If the shares are held for the holding periods described above but are sold for a price that is less than the purchase price, there is no ordinary income and the participating employee has a long-term capital loss for the difference between the sale price and the purchase price.

If the shares are sold or otherwise disposed of before the expiration of the holding periods described above, the participant will recognize ordinary income generally measured as the excess of the fair market value of the shares on the date the shares are purchased over the purchase price. Any additional gain or loss on such sale or disposition will be long-term or short-term capital gain or loss, depending on how long the shares were held following the date they were purchased by the participant prior to disposing of them.

We are not entitled to a deduction for amounts taxed as ordinary income or capital gain to a participant except to the extent of ordinary income recognized upon a sale or disposition of shares prior to the expiration of the holding periods described above.

 

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PROPOSAL 6:    Amendment and Restatement of the Employee Stock Purchase Plan

 

Tax Consequences to U.S. Participants in the Non-Section 423 Component.    A U.S. participant in the Non-Section 423 Component will have compensation income equal to the value of the common stock on the day he or she purchased the common stock less the purchase price.

When a participant sells the common stock he or she purchased under the Non-Section 423 Component of the Restated Purchase Plan, he or she also will have a capital gain or loss equal to the difference between the sales proceeds and the value of the common stock on the day he or she purchased it. This capital gain or loss will be long-term if the participant held the common stock for more than one year and otherwise will be short-term.

Any compensation income that a participant receives upon the purchase of shares of common stock under the Non-Section 423 Component of the Restated Purchase Plan is subject to withholding for income, Medicare and social security taxes, as applicable. In addition, the compensation income is required to be reported as ordinary income to the participant on his or her annual Form W-2, and the participant is responsible for ensuring that this income is reported on his or her individual income tax return.

We are entitled to a deduction for amounts taxed as ordinary income to a participant to the extent of ordinary income recognized upon a purchase made under the Non-Section 423 Component.

New Plan Benefits

Because the number of shares that may be purchased under the Restated Purchase Plan will depend on each employee’s voluntary election to participate and on the fair market value of our common stock at various future dates, the actual number of shares that may be purchased by any individual cannot be determined in advance. No shares of common stock have been issued with respect to the share reserve increase for which stockholder approval is sought under this Proposal 6.

Plan Benefits under the Existing Purchase Plan

For illustrative purposes only, the following table sets forth (1) the number of shares of Viasat common stock that were purchased under the Purchase Plan during the 2023 fiscal year, and (2) the aggregate purchase price paid, for the individuals and groups identified below:

 

     

Name or Group

Number of Shares
Purchased (#)
Aggregate Purchase
Price ($)
   

Mark Dankberg

  —               —            
   

Richard Baldridge (2)

  —               —            
   

Shawn Duffy

  541             13,392          
   

Kevin Harkenrider

  321             7,942          
   

Mark Miller

  1,035             25,838          
   

Craig Miller

  1,039             25,654          
   

All current executive officers, as a group (13 persons) (2)

  4,996             123,929          
   

All current directors who are not executive officers, as a group
(9 persons) (1)(2)

  —               —            
   

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

  —               —            
   

All other employees, as a group

  868,743             21,562,250          

 

(1)

Directors who are not Viasat employees are not eligible to participate in the Purchase Plan.

 

(2)

Richard Baldridge was employed by Viasat as its Vice Chairman until his retirement on June 30, 2023, and continues to serve as a member of the Board.

Recommendation of the Board

The Board unanimously recommends that you vote “FOR” the amendment and restatement of the Purchase 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, 2023 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

  

 

1,694,189

 

 

(4)

  

 

1.4            

Robert Johnson

  

 

719,496

 

 

(5)

  

 

*            

Mark Miller

  

 

427,806

 

 

(6)

  

 

*            

Rajeev Suri

  

 

258,051

 

 

(7)

  

 

*            

Richard Baldridge

  

 

220,914

 

 

(8)

  

 

*            

Andrew Sukawaty

  

 

101,975

 

 

(9)

  

 

*            

Shawn Duffy

  

 

60,214

 

   

 

  

 

*            

John Stenbit

  

 

49,200

 

 

(10)

  

 

*            

Varsha Rao

  

 

43,250

 

 

(11)

  

 

*            

Sean Pak

  

 

38,400

 

 

(12)

  

 

*            

Kevin Harkenrider

  

 

28,789

 

 

(13)

  

 

*            

 

Theresa Wise

  

 

25,200

 

 

(14)

  

 

*            

James Bridenstine

  

 

14,600

 

 

(15)

  

 

*            

Craig Miller

  

 

12,537

 

   

 

  

 

*            

 

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

  

 

3,880,639

 

   

 

  

 

3.1            

Other 5% Stockholders:

    

 

 

 

 

 

   

 

    

 

 

 

 

 

The Baupost Group, L.L.C.

  

 

16,288,959

 

 

(16)

  

 

13.1            

CPP Investment Board Private Holdings (4) Inc.

  

 

11,356,776

 

 

(17)

  

 

9.2            

Ontario Teachers’ Pension Plan Board

  

 

11,356,776

 

 

(18)

  

 

9.2            

Triton LuxTopHolding SARL

  

 

11,356,776

 

 

(19)

  

 

9.2            

WP Triton Co-Invest LP

  

 

11,202,130

 

 

(20)

  

 

9.0            

BlackRock, Inc.

  

 

9,931,618

 

 

(21)

  

 

8.0            

The Vanguard Group

  

 

8,146,813

 

 

(22)

  

 

6.6            

 

*

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, 2023 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, 2023 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, 2023.

 

(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) 124,054,755 shares of common stock outstanding on July 1, 2023 plus (b) the number of shares of common stock that such person had the right to acquire within 60 days after July 1, 2023.

 

(4)

Includes (a) 63,000 shares held by the Dankberg Family Foundation, (b)1,627,990 shares held by the Dankberg Family Trust, and (c) 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

 

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OWNERSHIP OF SECURITIES    Beneficial Ownership Table

 

  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, 2023, (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, 2023, would be equivalent to only approximately 242,365 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.

 

(5)

Includes (a) 25,000 shares subject to options exercisable by Mr. Johnson within 60 days after July 1, 2023, and (b) 683,296 shares held by the Robert W. Johnson Revocable Trust dated 8/13/1992.

 

(6)

Includes (a) 89,249 shares subject to restricted stock units that are scheduled to vest within 60 days after July 1, 2023 and (b) 335,811 shares subject to the Miller Family Trust dated 11/13/2000.

 

(7)

Comprises the shares issued to Mr. Suri as partial consideration for our acquisition of all of the issued and outstanding shares of Inmarsat Holdings on May 30, 2023.

 

(8)

Includes 217,422 shares held by the Richard and Donna Baldridge Family Trust.

 

(9)

Comprises the shares issued to Mr. Sukawaty as partial consideration for our acquisition of all of the issued and outstanding shares of Inmarsat Holdings on May 30, 2023.

 

(10)

Includes (a) 25,000 shares subject to options exercisable by Mr. Stenbit within 60 days after July 1, 2023, and (b) 24,200 shares held by the Pietje 2012 Gift Trust.

 

(11)

Includes 34,000 shares subject to options exercisable by Ms. Rao within 60 days after July 1, 2023.

 

(12)

Includes (a) 29,000 shares subject to options exercisable by Mr. Pak within 60 days after July 1, 2023, and (b) 9,400 shares held by the Sean S. Pak and Caroline K. Shin Revocable Trust dated April 29, 2015.

 

(13)

Includes 24,859 shares held by The Kevin and Andrea Harkenrider Trust dated November 11, 2008.

 

(14)

Includes 19,000 shares subject to options exercisable by Dr. Wise within 60 days after July 1, 2023.

 

(15)

Includes (a) 11,000 shares subject to options exercisable by Mr. Bridenstine within 60 days after July 1, 2023 and (b) 3,600 shares held by the JBMB 2021 Trust.

 

(16)

Based solely on information contained in a Schedule 13G/A jointly filed with the SEC on May 31, 2023 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.

 

(17)

Based solely on information contained in a Schedule 13D filed with the SEC on June 9, 2023 by CPP Investment Board Private Holdings (4) Inc. (CPPIB-PH(4)I). Such Schedule states that CPPIB- PH(4)I has shared voting power over 11,356,776 shares and shared dispositive power over 11,356,776 shares. CPPIB-PH(4)I is a wholly-owned subsidiary of Canada Pension Plan Investment Board (CPPIB), thus CPPIB is an indirect beneficial owner of the shares of common stock held by CPPIB-PH(4)I. The address of CPPIB- PH(4)I is One Queen Street East, Suite 2500, Toronto, Ontario, M5C 2W5, Canada.

 

(18)

Based solely on information contained in a Schedule 13D filed with the SEC on June 9, 2023 by Ontario Teachers’ Plan Board (Ontario Teachers Plan). Such Schedule states that Ontario Teachers Plan has shared voting power over 11,356,776 shares and shared dispositive power over 11,356,776 shares. The address of Ontario Teachers Plan is 5650 Yonge Street, 3rd Floor, Toronto, Ontario M2M 4H5.

 

(19)

Based solely on information contained in a Schedule 13D filed with the SEC on June 9, 2023 by Triton LuxTopHolding SARL (Triton Lux). Such Schedule states that Triton Lux has shared voting power over 11,356,776 shares and shared dispositive power over 11,356,776 shares. The shareholders of Triton Lux are Triton Lux EquityCo SARL and Connect Syndication L.P. Apax IX GP Co. Limited (Apax IX), in its capacity as ultimate general partner of the Apax IX Fund (as defined below), is the sole shareholder of Triton Lux EquityCo SARL. Apax IX is also the sole shareholder of Connect Syndication GP Co. Limited, the General Partner of Connect Syndication L.P. Apax IX is the investment manager of each of Apax IX EUR L.P., Apax IX EUR Co Investment L.P., Apax IX USD L.P. and Apax IX USD Co Investment L.P. (collectively, the Apax IX Fund) and is controlled by a board of directors consisting of Elizabeth Burne, Simon Cresswell, Andrew Guille, Martin Halusa, Paul Meader and Jeremy Latham. The address of Triton Lux is 1-3 Boulevard de la Foire, Luxembourg, L-1528.

 

(20)

Based solely on information contained in a Schedule 13D filed with the SEC on June 9, 2023 by WP Triton Co-Invest LP (WP Triton). Such Schedule states that WP Triton has shared voting power over 11,202,130 shares and shared dispositive power over 11,202,130 shares. By reason of the provisions of Rule 16a-1 of the Exchange Act, Warburg Pincus (Callisto-A) Global Growth (Cayman), L.P., Warburg Pincus (Europa) Global Growth (Cayman), L.P., Warburg Pincus Global Growth-B (Cayman), L.P., Warburg Pincus Global Growth-E (Cayman), L.P., Warburg Pincus Global Growth Partners (Cayman), L.P., and WP Global Growth Partners (Cayman), L.P. (collectively, the WP Global Growth Funds), each a Cayman Islands exempted limited partnership; Warburg Pincus (Cayman) Global Growth GP, L.P., a Cayman Islands exempted limited partnership (WPGG Cayman GP) and the general partner of each of the WP Global Growth Funds; Warburg Pincus (Cayman) Global Growth GP LLC, a Delaware limited liability company (WPGG Cayman GP LLC) and the general partner of WPGG Cayman GP; Warburg Pincus Partners II (Cayman), L.P., a Cayman Islands exempted limited partnership (WPP II Cayman) and the managing member of WPGG Cayman GP LLC; Warburg Pincus (Bermuda) Private Equity GP Ltd., a Bermuda exempted company and the general partner of WPP II Cayman; and Warburg Pincus LLC, a New York limited liability company that is a registered investment adviser and the manager of the WP Global Growth Funds. Investment and voting decisions with respect to the shares held by the WP Global Growth Funds are made by a committee comprised of three or more individuals and all members of such committee disclaim beneficial ownership of the shares. The address of WP Triton is 450 Lexington Avenue, New York, New York 10017.

 

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OWNERSHIP OF SECURITIES    Beneficial Ownership Table

 

(21)

Based solely on information contained in a Schedule 13G/A filed with the SEC on July 7, 2023 by BlackRock, Inc. Such Schedule states that BlackRock, Inc. has sole voting power over 9,673,072 shares and sole dispositive power over 9,931,618 shares. The address of BlackRock, Inc. is 50 Hudson Yards, New York, New York 10001.

 

(22)

Based solely on information contained in a Schedule 13G/A filed with the SEC on April 10, 2023 by The Vanguard Group (Vanguard). Such Schedule states that Vanguard has shared voting power over 22,146 shares, sole dispositive power over 8,064,375 shares and shared dispositive power over 82,438 shares. The address of Vanguard is 100 Vanguard Boulevard, Malvern, Pennsylvania 19355.

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, 2023.

 

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EXECUTIVE COMPENSATION

QUICK REFERENCE GUIDE:

 

 

 

Compensation Discussion and Analysis

 

Mark Dankberg     

Chairman of the Board     

and Chief Executive Officer     

 

Richard Baldridge     

Former Vice Chairman and     

Former Chief Executive Officer     

 

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     

 

Craig Miller     

President, Government Systems     

  

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 2023 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.

 

Effective July 1, 2022, Mr. Dankberg, who previously served as Executive Chairman, was appointed to serve as Chairman of the Board and our Chief Executive Officer, and Mr. Baldridge, who previously served as our President and Chief Executive Officer, was appointed to serve as our Vice Chairman. On June 30, 2023, Mr. Baldridge retired from Viasat as our Vice Chairman. Mr. Baldridge continues to serve as a member of our Board.

 

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Business Overview and Fiscal Year 2023 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 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 communications gateways, situational awareness products and services, satellite communication products and services, cybersecurity and information assurance products and services, and tactical data link solutions. We believe that our diversification strategy—anchored in a broad portfolio of customer-centric 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 2023, as we achieved record revenue of $2.6 billion from continuing operations following the strategic sale of our Link-16 Tactical Data Links business (the Link-16 TDL Sale); achieved record awards of $2.8 billion from continuing operations, an increase of 23% year-over-year; generated approximately $1.9 billion in cash proceeds from the Link-16 TDL Sale; continued the strong growth in our commercial in-flight connectivity (IFC) business, with a record 2,230 aircraft in service as of fiscal year end, an increase of 22% year-over-year; and reduced net leverage significantly. Our fiscal year 2023 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 2023:

 

   

Continued progress on our strategic acquisition of Inmarsat, an innovative, global provider of mobile satellite services, which transaction successfully closed subsequent to fiscal year end;

 

   

Continued development of the ViaSat-3 satellite constellation, with the first ViaSat-3 satellite launching in the first quarter of fiscal year 2024, the second ViaSat-3 satellite undergoing testing at Boeing to prepare for launch, and the third ViaSat-3 payload module delivered to Boeing for spacecraft integration; and

 

   

Received awards from new and existing airlines that propelled significant growth in our commercial IFC business.

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 satellites. Subsequent to fiscal year end, we launched the first ViaSat-3 satellite. As previously announced, an unexpected event occurred during reflector deployment that may materially impact the performance of the satellite. Along with our reflector provider, we are conducting a rigorous review to determine the impact and potential remedial measures. The second ViaSat-3 satellite is undergoing testing at Boeing to prepare for launch. Finally, we delivered the payload of our third ViaSat-3 satellite to Boeing for spacecraft integration. 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 time 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 2023, we engaged in substantive conversations with stockholders representing approximately 57% of our total outstanding common stock.

Our Board 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 over time, 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
 

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
 

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
 

Adopt a maximum cap on annual bonus payouts

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

Provide additional disclosure about peer group selection process

  Enhanced peer group disclosure in proxy statement
 

Implement a clawback policy

  Adopted a clawback policy to enable recovery of cash and equity
incentive compensation (including time-based and performance-based equity awards) related to a financial restatement resulting from an executive officer’s misconduct. We also intend to adopt a compensation recovery policy as required by Rule 10D-1 under the Securities Exchange Act of 1934, as amended, and the corresponding rules adopted by NASDAQ, which will provide for the mandatory recovery of certain erroneously awarded incentive compensation from our officers in the event of an accounting restatement to correct the Company’s material
noncompliance with any financial reporting requirement under securities laws.

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

 

 

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EXECUTIVE COMPENSATION    Compensation Discussion and Analysis

 

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 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, as described below, executive officers receive performance-based stock options as a significant component of their long-term incentives. As illustrated below, a significant portion of the total direct compensation for our Named Executive Officers is delivered as variable performance-based compensation, including performance–based stock options, the value of which is driven by stock price performance. Variable incentive-based compensation accounted for approximately 80.4% of total direct compensation for our Chief Executive Officer and an average of approximately 70.9% of total direct compensation for our other Named Executive Officers in fiscal year 2023. The Chief Executive Officer chart below reflects fiscal year 2023 compensation for Mark Dankberg, who previously served as Executive Chairman, and was appointed to serve as Chairman of the Board and our Chief Executive Officer effective July 1, 2022.

 

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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 (including time-based and performance-based equity awards) from an executive officer in the event of a financial restatement resulting from such executive officer’s misconduct, as further described below. We also intend to adopt an additional compensation recovery policy as required by Rule 10D-1 under the Securities Exchange Act of 1934, as amended, and the corresponding rules adopted by NASDAQ, which will provide for the mandatory recovery of certain erroneously awarded incentive compensation from our officers in the event of an accounting restatement to correct the Company’s material noncompliance with any financial reporting requirement under securities laws.

 

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EXECUTIVE COMPENSATION    Compensation Discussion and Analysis

 

 

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.

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 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. Pursuant to its charter, the Committee is authorized 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 2023, 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 2023.

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.

 

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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

For fiscal year 2023 compensation decisions, the Committee approved a peer group consisting of the following companies:

 

 

Fiscal Year 2023 Peer Group

 

Technology

 

Network/Communications

 

Aerospace

Akamai Technologies Inc.        
     
Citrix Systems Inc.        
     
Coherent Corp.        
     
Equinix Inc.   Ciena Corporation    
     
F5, Inc.   Cogent Communications Holdings, Inc.    
     
IAC/Interactivecorp   Lumentum Holdings Inc.   Spirit Aerosystems Holdings, Inc.
     
Nuance Communications, Inc.   SBA Communications Corp   Transdigm Group Inc.
     
Nutanix, Inc.   Vonage Holdings Corp    
     
Palo Alto Networks Inc.        
     
PTC Inc.        
     
Splunk Inc.        
     
Wolfspeed, Inc.        

In evaluating our peer group for fiscal year 2023, the Committee made several changes to our fiscal year 2022 peer group, including removing LogmeIn, Inc. and GTT Communications Inc. and adding F5, Inc. and Splunk Inc. The Committee made these changes to increase our alignment with peer group companies from an industry and size perspective. The resulting peer group for fiscal year 2023 was 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 45th percentile among the nineteen peer group companies based on the data available to the Committee at the time the peer group was selected.

 

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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 2022, with a substantial majority of stockholder votes cast in favor of our say-on-pay proposal. As the Committee evaluated our executive compensation policies and practices throughout fiscal year 2023, they were mindful of the level of support for the say-on-pay vote held at our annual meeting in September 2022 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.

 

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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 2023 base salary determination purposes, the Committee considered the individual contributions toward the achievement of financial, critical non-financial, operational and strategic business objectives, such as record revenue and awards; 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; continued progress on our acquisition of Inmarsat; and the closing of the strategic Link-16 TDL Sale for approximately $1.9 billion. The following table sets forth the base salaries for fiscal years 2022 and 2023 for each of our Named Executive Officers.

Fiscal Year End 2022 and Fiscal Year End 2023 Base Salary

 

Executive

 

 

     Fiscal Year End 2022     
    Base Salary ($)    

     Fiscal Year End 2023     
    Base Salary ($)    
     Percentage     
    Increase (%)    

Mark Dankberg

1,300,000

1,365,000

  5.0

Richard Baldridge (1)

1,300,000

1,365,000

  5.0

Shawn Duffy

   600,000

   630,000

  5.0

Kevin Harkenrider

   700,000

   750,000

  7.1

Mark Miller

   575,000

   600,000

  4.3

Craig Miller (2)

   425,000

   625,000

47.1

 

(1)

Subsequent to fiscal year end, Richard Baldridge retired from Viasat, effective June 30, 2023.

 

(2)

Craig Miller was promoted to President, Government Systems in fiscal year 2022, and his base salary was increased in connection with such promotion to reflect the increased responsibilities of his role.

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 2023 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.

 

 

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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 2023.

Named Executive Officers Annual Metric Selection and Bonus Determination.    For fiscal year 2023, 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 2023:

Fiscal Year 2023 Bonus Objectives

 

       

Performance Metric

Approximate
   Weighting (%)   

FY 2023

Objective

FY 2023

Actual Results

     

Financial — Pro Forma Non-GAAP Diluted Net Income (Loss) Per Share Attributable to Viasat, Inc. Common Stockholders (1) (3)

   10   $0.68   $0.76
     

Financial — Adjusted EBITDA (2)

12.5   $641.9 million   $583.2 million
     

Financial — New Contract Awards

   7.5   $2,800.7 million   $3,213.4 million
     

Financial — Total Revenues

12.5   $2,970.1 million   $2,803.2 million
     

Financial — Net Operating Asset Turnover (3)

   7.5   6.91   6.84
     

Individual — Strategic Performance

   25   —     —  
     

Individual — Leadership Performance

   25   —     —  

 

(1)

We define non-GAAP net income (loss) attributable to Viasat, Inc. as net income (loss) attributable to Viasat, Inc. adjusted for certain significant items, such as, amortization of acquired intangible assets, stock-compensation expense, and acquisition and transaction related expenses. Amount includes both continuing and discontinued operations, excluding the fourth quarter of fiscal year 2023 gain on the Link-16 TDL Sale. Pro forma non-GAAP net income (loss) attributable to Viasat, Inc. was further adjusted for other Link-16 TDL Sale related items.

 

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(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 such as stock-based compensation expense, acquisition and transaction related expenses and, for fiscal year 2023, items related to the Link-16 TDL Sale.

 

(3)

Adjusted for the effect of the Link-16 TDL Sale.

Based on our fiscal year 2023 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 100%.

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 2023, 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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EXECUTIVE COMPENSATION    Compensation Discussion and Analysis

 

The Nomination, Evaluation and Corporate Governance Committee evaluated our Chief Executive Officer’s leadership and strategic performance during fiscal year 2023 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

 

Appointed to U.S. President’s National Security Telecommunications Advisory Committee

 

Completed sale of the Link-16 Tactical Data Links business for $1.96 billion

 

Secured provisional clearance of acquisition of Inmarsat from the U.K. Competition and Markets Authority (with unconditional clearance received subsequent to fiscal year end)

 

Drove significant growth in the commercial air business

 

Honored by LinkedIn as a top workplace for employee career growth, with a Better Satellite World Award for helping improve the world and by the Disability Equality Index for disability inclusion

 

Awarded in-flight connectivity contracts from Southwest Airlines for all new aircraft deliveries and Delta Air Lines for widebody fleets

 

Authored an article for the Financial Times regarding space sustainability and the need to regulate the exploitation of limited space resources

 

Achieved connectivity milestone in Brazil with 60,000 sites in service, with many available to schools, hospitals, public service facilities and non-profit organizations

 

Published second annual Environmental, Social and Governance (ESG) Impact Report

 

Selected by the European Space Agency to conduct research on multi-layered, multi-orbit SATCOM capabilities

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. Dankberg 113% credit for the achievement of leadership and strategic performance objectives. The Committee relied on the foregoing evaluations in determining Mr. Dankberg’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 2023. In particular, the Committee considered each individual’s contributions during fiscal year 2023 to achieving strong financial results and key strategic and developmental objectives, including record revenue and awards; 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; continued progress on our acquisition of Inmarsat; and the closing of the strategic Link-16 TDL Sale for approximately $1.9 billion. In addition, the Committee considered the following for each Named Executive Officer:

 

   

Mr. Baldridge:    Leadership of our acquisition of Inmarsat, which successfully closed after fiscal year end.

 

   

Ms. Duffy:    Leadership over our corporate finance strategy, including related to the acquisition of Inmarsat and divestiture of our Link-16 Tactical Data Links business, 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.

 

   

Mark Miller:    Leadership over the technical design elements of our satellite programs.

 

   

Craig Miller:    Leadership of our Government Systems segment, including the closing of the strategic Link-16 TDL Sale.

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 2023 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 2023:

 

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Table of Contents

EXECUTIVE COMPENSATION    Compensation Discussion and Analysis

 

Fiscal Year 2023 Bonuses

 

Executive

 

Target Bonus
     As Percentage of     

Base Salary (%)

 

 

     Actual Bonus     

($)

 

 

Actual Bonus

As Percentage of

     Base Salary (%) (1)     

 

     

Mark Dankberg

140 2,030,400 149
     

Richard Baldridge

140 1,725,800 126
     

Shawn Duffy

  90    650,000 103
     

Kevin Harkenrider

  90    675,000   90
     

Mark Miller

100    600,000 100
     

Craig Miller

  80    675,000 108

 

(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 2023. The Committee determined equity award levels for fiscal year 2023 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 2023 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 solely in the form of performance-based stock options for our Named Executive Officers in November 2022. Historically, equity awards to our Named Executive Officers were delivered in the form of 50% time-based restricted stock units and 50% performance-based stock options. However, our Committee determined that only awarding performance-based stock options best balanced managing the above considerations while emphasizing the alignment of executive compensation with the creation of long-term stockholder value. In making this decision, the Committee determined that it would continue to evaluate the above considerations along with executive retention and motivation and approved granting time-based restricted stock units to our Named Executive Officers in June 2023.

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 2023 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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EXECUTIVE COMPENSATION    Compensation Discussion and Analysis

 

   

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 years 2018 and 2019 were 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, 2023, 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 year 2020. While the fiscal year 2020 award remains outstanding, the actual performance through July 1, 2023 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 $41.26 on July 1, 2023 was below the exercise price for each performance-based stock option award issued in fiscal years 2020 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 years 2021, 2022 and 2023, Viasat’s TSR performance through July 1, 2023 was above threshold performance (25th percentile) of companies in the S&P MidCap 400 index. While fiscal year 2021, 2022 and 2023 awards remain outstanding, their actual performance through July 1, 2023 would have resulted in payout multiples of 101.91%, 65.96% and 157.07%, respectively, had each 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 performance-based stock options granted during fiscal year 2023, see the Grants of Plan-Based Awards in Fiscal Year 2023 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 2023, 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”) Policies

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, including all equity awards (both time-based and performance-based) or may seek to recover incentive compensation paid to such executive officer. We also intend to adopt an additional compensation recovery policy as required by Rule 10D-1 under the Securities Exchange Act of 1934, as amended, and the corresponding rules adopted by NASDAQ, which will provide for the mandatory recovery of certain erroneously awarded incentive compensation from our officers in the event of an accounting restatement to correct the Company’s material noncompliance with any financial reporting requirement under securities laws.

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.

 

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EXECUTIVE COMPENSATION    Compensation Discussion and Analysis

 

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, 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 2023 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

Andrew Sukawaty

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, 2023, March 31, 2022 and March 31, 2021 by each person who served as Chief Executive Officer and Chief Financial Officer during the fiscal year ended March 31, 2023, as well as our three other most highly compensated executive officers who were serving as executive officers at the end of fiscal year 2023 (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

($)

Mark Dankberg

  2023   1,364,000   —     —     3,575,736   2,030,400   26,779   6,996,915

Chairman and

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

Chief Executive Officer

 

 

 

2021

 

 

 

 

1,300,000

 

 

 

 

—  

 

 

 

 

2,860,217

 

 

 

 

3,356,526

 

 

 

 

1,820,000

 

 

 

 

23,080

 

 

 

 

9,359,823

 

 

 

Richard Baldridge

  2023   1,364,000   —     —     1,754,200   1,725,800   10,625   4,854,625

Former Vice Chairman and

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

Former Chief Executive Officer

 

 

 

2021

 

 

 

 

1,180,000

 

 

 

 

—  

 

 

 

 

2,860,217

 

 

 

 

3,356,526

 

 

 

 

1,820,000

 

 

 

 

10,346

 

 

 

 

9,227,089

 

 

 

Shawn Duffy

  2023   629,538   —     —     877,100   650,000   10,458   2,167,096

Senior Vice President and

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

Chief Financial Officer

 

 

 

2021

 

 

 

 

575,000

 

 

 

 

—  

 

 

 

 

873,955

 

 

 

 

1,025,620

 

 

 

 

610,000

 

 

 

 

27,446

 

 

 

 

3,112,021

 

 

 

Kevin Harkenrider

  2023   749,231   —     —     1,253,000   675,000   13,913   2,691,144

Executive Vice President and

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

Chief Operating Officer

 

 

 

2021

 

 

 

 

575,000

 

 

 

 

—  

 

 

 

 

635,640

 

 

 

 

745,918

 

 

 

 

575,000

 

 

 

 

12,873

 

 

 

 

2,544,431

 

 

 

Mark Miller

  2023   599,615   —     —