AST SPACEMOBILE INC CLASS A (ASTS)
Sector: Communication
2026 Annual Meeting Analysis
AST SPACEMOBILE INC CLASS A · Meeting: June 12, 2026
Directors FOR
10
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of the 10 Director Nominees Named in the Proxy Statement to the Company's Board of Directors
Founder and CEO with deep space-industry expertise; ASTS's 3-year return of +1,549% outperforms the compensation peer group median by +1,459 percentage points, far exceeding the 50-point underperformance threshold required to trigger a vote against, so no TSR concern applies.
Independent director with executive leadership experience in media and digital businesses; no overboarding, attendance met the 75% threshold, and the company's outstanding stock performance means the TSR trigger does not apply.
Vodafone R&D leader with deep telecommunications expertise directly relevant to AST's satellite-to-phone business; no attendance or overboarding issues, and the TSR trigger does not apply given exceptional company performance.
CFO and CLO who joined the board in January 2025, meaning he has been a director for less than 24 months and is exempt from the TSR trigger under the new-director exemption; brings substantial legal and financial expertise relevant to his role.
Former CTO of American Tower with 40+ years of wireless communications technology experience, directly relevant to AST's mission; no attendance or overboarding concerns, and the TSR trigger does not apply.
Joined the board in January 2025 and has served less than 24 months, making him exempt from the TSR trigger under the new-director exemption; brings deep-tech investment and corporate governance expertise from Intel Capital.
CPA and telecom-sector CFO with relevant financial expertise qualifying him as an audit committee financial expert; no overboarding or attendance issues, and the TSR trigger does not apply.
Senior media and telecom investor at KKR with broad board experience; no overboarding or attendance issues, and the company's extraordinary TSR record means the underperformance trigger does not apply.
Lead Independent Director and Audit Committee chair with financial expertise (MBA, Harvard Kennedy School) qualifying as audit committee financial expert; no attendance, overboarding, or TSR concerns.
Former Vodafone CTO with 35+ years of global telecom operations experience directly relevant to AST's network; joined in June 2024 so is within the 24-month new-director exemption window, and serves on two public boards (Trimble and Bell Canada), which is within the four-board overboarding limit.
All ten director nominees receive a FOR vote. The company's 3-year total return of +1,549% outperforms the compensation peer group median by approximately +1,459 percentage points, far exceeding the 65-point threshold required to trigger any TSR-based concerns for long-tenured directors. Directors who joined within the past 24 months (Johnson, Larson, Wibergh) are exempt from the TSR trigger. No attendance failures, overboarding issues, or independence concerns were identified that would warrant a vote against any nominee.
Say on Pay
✓ FORCEO
Abel Avellan
Total Comp
$14,222,500
Prior Support
99.2%%
The CEO received $14.2 million in total compensation for 2025, consisting entirely of equity awards (50% time-based restricted stock units and 50% performance-based stock units) with no base salary — a highly variable, performance-oriented pay structure. The pay mix is essentially 100% variable, far exceeding the policy requirement that at least 50–60% of compensation be performance-based, and the performance-based stock units included specific measurable goals tied to revenue, satellite milestones, liquidity, and capital-raising, with actual payout at 73.75% of target reflecting genuine performance discipline. The company's stock returned approximately +196% over the past year and +1,549% over three years, demonstrating clear alignment between executive pay and shareholder outcomes, and the prior say-on-pay vote received 99.2% support with no concerns to address.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
5 yrs
Audit Fees
$2,343,707
Non-Audit Fees
$775,130
KPMG has audited AST since fiscal year 2021, giving it approximately five years of tenure — well below the 25-year threshold that would raise independence concerns. Non-audit fees (tax compliance and consulting) of $775,130 represent about 33% of audit fees of $2,343,707, comfortably below the 50% threshold that would trigger a concern about auditor independence. KPMG is a Big 4 firm appropriate for a $21 billion market-cap company, and no material restatements were identified.
Overall Assessment
The 2026 AST SpaceMobile annual meeting presents three standard proposals — director elections, auditor ratification, and an advisory vote on executive pay — all of which receive a FOR vote under this policy. The company's extraordinary stock performance (3-year return of +1,549%), a CEO compensation structure that is 100% equity-based with no salary, meaningful performance conditions on equity awards, a short-tenure Big 4 auditor with a clean non-audit fee ratio, and unanimous 99.2% prior-year say-on-pay support leave no policy triggers that would warrant an against vote on any proposal.
Compensation Peer Group
20 companies disclosed in 2026 proxy filing