AST SpaceMobile (ASTS) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on June 6, 2025, with voting open to shareholders of record as of April 17, 2025.

• Shareholders can vote on five key proposals, including director elections, auditor ratification, a charter amendment, and executive compensation matters.

• The company continues to operate as a controlled company, with Mr. Avellan and his affiliates holding approximately 75.8% of voting power.

Voting matters and shareholder proposals

• Election of 11 directors for a one-year term expiring at the 2026 annual meeting.

• Ratification of KPMG LLP as the independent registered public accounting firm for fiscal year 2025.

• Approval of an amendment to the Certificate of Incorporation to allow stockholder action by written consent for director removal.

• Advisory vote on executive compensation (say-on-pay) and on the frequency of future say-on-pay votes, with the board recommending annual votes.

Board of directors and corporate governance

• The board consists of 12 seats (one vacant), with 11 nominees up for election; five directors are independent.

• Board leadership combines the roles of Chairman and CEO, with a Lead Independent Director designated.

• Director nomination rights are governed by a Stockholders' Agreement, with major shareholders and partners able to nominate specific directors.

• The company qualifies as a controlled company under Nasdaq rules but voluntarily maintains certain independent governance practices.

• Five standing committees: Audit, Compensation, Nominating and Corporate Governance, Network Planning and Spectrum, and Redemption Election.