Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective
Additional changes with respect to
Item 8.01 Other Events.
On
Executive Officer RSUs Time Based Stock Performance Based Stock Total Options Options Chris Kemp 650,809 1,301,618 6,508,088 8,460,515 Adam London 325,405 650,809 1,301,618 2,277,832 Kelyn Brannon 1,387,527 1,244,345 650,809 3,282,681 Martin Attiq 306,826 229,322 1,952,427 2,488,575 Benjamin Lyon 1,301,618 0 2,603,236 3,904,854 Total 3,972,185 3,426,094 13,016,178 20,414,457
These grants were issued under the Company's 2021 Omnibus Incentive Plan. The
exercise price for the stock option grants is
The RSUs and certain of the stock option grants vest based on each executive officer's continued service to the Company, specifically:
? (a) All of the RSUs granted to Messrs. Kemp and London, (b) 114,662 of the RSUs granted toMr. Attiq and (c) all of the time based stock options granted to Messrs. Kemp, London and Attiq vest as follows: 25% of the grant vesting onAugust 15, 2022 , and then in substantially equal quarterly installments beginning onNovember 15, 2022 , through and includingAugust 15, 2025 . ? (a) All of the RSUs and time based stock options granted toMs. Brannon and (b) the remaining RSUs granted toMr. Attiq (192,164) vest as follows: 25% of the grant vests onFebruary 15, 2022 , with the remainder vesting in substantially equal quarterly installments beginning onMay 15, 2022 , through and includingFebruary 15, 2025 . ? The RSUs granted toBenjamin Lyon vest as follows: 31.25% of the grant vests onNovember 15, 2021 , with the remainder vesting in substantially equal quarterly installments beginning onFebruary 15, 2022 , through and includingAugust 15, 2024 .
The performance based stock options granted to all executive officers vest based on the Company's achievement of the following performance criteria:
Milestone A: The Company has had a Successful Orbital Delivery.
Milestone B: The Company has had six (6) Orbital Launches during a six (6)
consecutive month period.
Milestone C: The Company has completed a prototype for a Spacecraft that has
achieved an Orbital Launch.
Milestone D: The Company has conducted twenty-six (26) Orbital Launches during a
six (6) consecutive month period.
Milestone E: The Company has achieved an Orbital Launch for an aggregate of 100
Spacecraft.
The milestones do not need to be achieved in any specific order or sequence.
After a milestone is achieved, twenty percent (20%) of the performance stock
option grant will vest on the vesting date immediately following the date that
the volume weighted average share price for a period of thirty trading days has
met the share price threshold. For this purpose, a "vesting date" is the
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following the achievement of the second milestone; (c) $30.00 following the
achievement of the third milestone; (d)
The size of the performance based stock option grants reflects the expectation
of the Company's compensation committee that the grants will address the
Company's growth and development goals over the next five years. Thus, the
compensation committee does not, at this time, anticipate granting any
additional performance based stock option grants in the near future. The mix of
time-based and performance based equity grants among the executive officers was
primarily driven by the executive officer's direct ability to drive the
performance metrics measured. The Equity Grants, as a whole, further support the
goals of the Company's compensation philosophy to align the executive officer's
interests with the long-term interests of the Company's stockholders and to
drive stockholder value. While the Equity Grants to the Company's executive
officers are, as a whole, positioned above the mid-point of the Company's peer
group, these grants cover a longer period of time than grants issued to
similarly situated executive officers for the Company's peers and are much more
heavily weighted towards performance based awards than the Company's peers. In
addition, the cash compensation of the Company's executive officers, other than
In conjunction with the Equity Grants, the Company determined that Messrs. Kemp,
London, Attiq and Lyon would not be paid cash performance bonuses for fiscal
year 2021.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description 10.1 Form of Performance Stock Option Award Agreement 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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