AST SpaceMobile (ASTS) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on June 6, 2025, with stockholders able to vote online, by phone, mail, or during the meeting.

• Stockholders of record as of April 17, 2025, are eligible to vote on key proposals, including director elections and executive compensation.

• Proxy materials and the annual report are primarily distributed via the internet, with options for printed copies upon request.

Voting matters and shareholder proposals

• Election of 11 director nominees for a 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 stockholders to remove directors by written consent.

• 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 directors (one vacancy), with a mix of independent and non-independent members; Abel Avellan serves as both Chairman and CEO.

• Five directors are independent under Nasdaq rules; a Lead Independent Director is designated.

• Director nominations are governed by a Stockholders' Agreement, with major shareholders and partners having nomination rights.

• The company qualifies as a "controlled company" under Nasdaq rules, allowing certain governance exemptions, though it voluntarily maintains independent committees.

• The board met nine times in 2024, with high attendance and regular executive sessions of independent directors.