Virgin Galactic (SPCE) Proxy Filing summary

Executive summary

• Annual meeting scheduled for June 5, 2025, to be held virtually, with registration required by June 4, 2025.

• Proxy materials are available online, with options for shareholders to request printed copies.

• Shareholders of record as of April 9, 2025, are eligible to vote on key proposals.

Voting matters and shareholder proposals

• Election of nine director nominees, all standing for annual reelection.

• Ratification of Ernst & Young LLP as independent registered public accounting firm for 2025.

• Advisory vote on executive compensation (say-on-pay).

• Approval of the Third Amended and Restated 2019 Incentive Award Plan, increasing share reserve by 5.5 million shares and extending plan through 2035.

• Approval of the 2025 Employee Stock Purchase Plan, authorizing 2.5 million shares for employee purchase.

Board of directors and corporate governance

• Board consists of nine directors, with 78% independent and 33% female representation.

• Board committees include Audit, Compensation, Nominating and Corporate Governance, and Safety, each with defined responsibilities and independent chairs.

• Stockholders’ Agreement grants Virgin Investments Limited (VIL) rights to designate up to two directors based on share ownership.

• Board leadership is separated between Chair and CEO roles.

• Annual board and committee self-evaluations and regular executive sessions are conducted.