Abel Avellan
About Abel Avellan
Founder of AST SpaceMobile (AST LLC) in 2017 and Chairman/CEO of AST SpaceMobile, Inc. since April 2021; age 54; B.S. in Electrical Engineering from Simón Bolívar University; co‑inventor on 21 U.S. patents; previously founded Emerging Markets Communications (EMC), sold to Global Eagle for $550M in 2016; served as President & Chief Strategy Officer at Global Eagle until April 2017; named Commissioner to the ITU/UNESCO Broadband Commission in Feb 2024 . Under his tenure, cumulative TSR measured from the April 7, 2021 de‑SPAC closing to Dec 31 year-end was: 2021 $67, 2022 $41, 2023 $51, 2024 $179; net income (loss) to common stockholders: 2021 $(30.6)M, 2022 $(31.6)M, 2023 $(86.9)M, 2024 $(300.1)M .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Emerging Markets Communications (EMC) | Founder & CEO | 2000–2016 | Built satellite communications provider; sold to Global Eagle for $550M (2016) |
| Global Eagle Entertainment | President & Chief Strategy Officer | 2016–Apr 2017 | Integrated EMC post‑acquisition; strategy leadership |
| AST & Science LLC / AST SpaceMobile, Inc. | Founder; Director of AST LLC; Chairman & CEO of ASTS | 2017–present | Founded company; led de‑SPAC (2021); Chairman and CEO |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| ITU/UNESCO Broadband Commission | Commissioner | 2024–present | Appointed Feb 2024 |
| Public company boards | — | — | No other public company board roles disclosed |
Fixed Compensation
CEO compensation is highly atypical: Avellan has taken no salary or bonus since the April 2021 business combination; initial 2018 offer letter set base salary at $23,660 pre‑de‑SPAC . He received no director fees as an employee director .
| Year | CEO Total Compensation (SCT) | Notes |
|---|---|---|
| 2021 | $8,995 | SCT total for PEO (Avellan) |
| 2022 | $0 | No salary/bonus/equity recorded |
| 2023 | $0 | No salary/bonus/equity recorded |
| 2024 | $0 | No salary/bonus/equity recorded |
Additional details:
- “For 2022, 2023, and 2024, Mr. Avellan did not receive any base salary.”
- As a director, he is not paid under the director compensation program .
Performance Compensation
No 2024 grants to Avellan were reported; CEO received no RSUs/PSUs/options in 2022–2024 . Company-wide incentive design (for other NEOs) provides context on performance alignment overseen by the CEO:
| Metric | Weighting | Target/Range | Payout Mechanics | Vesting |
|---|---|---|---|---|
| Company performance goals (satellite production, liquidity, operating metrics) | 50% | Threshold–Max; company goals are 0% or 100% achieved | 0% if company goals not met; otherwise feeds into individual component | PSUs vest 1/3 on Aug 15 of 2025/2026/2027, subject to performance and service |
| Individual performance goals (capital raising, satellite production, operating metrics) | 50% | 0%–150% after company goals met | Total PSU payout 0%–125% of target | Same as above |
Notes:
- 9/26/2024 PSU grants to other NEOs: 75,000 target units each; threshold 56,250; max 93,750; grant-date FV carried as $0 based on initial probability assessment .
- Clawback policy adopted in 2023 (SEC/Nasdaq compliant) applies to incentive-based compensation .
- Company incentive plan performance criteria include a broad set (revenue, EBITDA, TSR, margins, cost, working capital, EPS, share price, regulatory milestones, project execution, etc.) .
Equity Ownership & Alignment
Avellan’s economic alignment is via a controlling super‑voting stake, not via annual pay.
| As‑of Date | Class A Owned | Class B Owned | Class C Owned | % of Class C | Combined Voting Power |
|---|---|---|---|---|---|
| Apr 17, 2025 | — | — | 78,163,078 | 100.0% | 75.8% |
| Oct 15, 2025 | — | — | 78,163,078 | 100.0% | 73.4% (table) / 73.2% at record date for vote |
Additional alignment/risks:
- Pledging/Forward: 2,500,000 units held by AA Gables, LLC (wholly owned by Avellan) were pledged to secure obligations under a variable prepaid forward contract; the entry “did not involve the sale of any shares” and had no effect on voting/Board rights at that time (fn 6) (fn 6).
- Hedging/Pledging Policy: Directors/officers are prohibited from hedging transactions without prior approval; policy applies company‑wide .
Outstanding equity supply/context:
- As of 6/30/2025: 3,428,851 RSUs outstanding; 67,000 options outstanding (WAEP $24.59; WARM 9.51 yrs) under 2024 Plan; remaining available shares were running low ahead of request to add 10,000,000 shares to the plan .
Employment Terms
| Term | Detail |
|---|---|
| Employment start | Offer letter dated July 18, 2018 (AST LLC); CEO of public company since April 2021 |
| Base salary | $23,660 pre‑de‑SPAC (2018 offer); no base salary paid since April 2021 |
| Bonus | None disclosed |
| Equity awards | None disclosed for 2022–2024 |
| Non‑compete / Non‑solicit | One year post‑termination under NDA/Confidentiality/Assignment/Non‑competition Agreement (Dec 15, 2017) |
| Severance | None; upon any termination, “only previously accrued benefits” |
| Change‑of‑control | No CEO‑specific parachute disclosed; equity plan allows administrator discretion (including vesting/cash‑out/assumption) on change in control |
| Clawback | Company clawback policy applies to incentive‑based compensation |
Board Governance
- Roles: Chairman of the Board and Chief Executive Officer (combined roles); Lead Independent Director designated (Mr. Julio A. Torres) to preside over executive sessions and liaise with CEO .
- Committee involvement: Member of the Network Planning & Spectrum Committee (non‑independent) .
- Independence/Controlled company: Company qualifies as a Nasdaq “controlled company”; as of record date Avellan and permitted transferees controlled ~75.8% voting power; Board voluntarily maintains all‑independent Compensation and Nominating Committees but not a majority‑independent Board .
- Attendance/executive sessions: Board met 9 times in 2024; each director attended ≥75% of meetings/committee meetings; independent directors met in executive session at every regularly scheduled meeting .
- Director compensation: Avellan receives no director compensation as an employee director .
- Stockholders’ Agreement: Avellan may nominate up to seven Board members (decreasing stepwise with lower ownership); other major partners (Antares/Cisneros, Vodafone, American Tower, AT&T, Rakuten) hold designation rights; Avellan serves as Board chair under the agreement until the “Sunset Date” .
Compensation Structure Analysis
- Cash vs equity mix: CEO compensation is entirely equity‑based via ownership; no ongoing cash compensation in 2022–2024, amplifying alignment to long‑term equity value but also entrenching control via Class C super‑voting rights .
- Option to RSU shift: Company‑wide long‑term incentives have shifted away from options since 2021 to RSUs/PSUs; PSUs for NEOs blend company execution and individual goals (0%–125% payout), signaling emphasis on operating milestones and capital/liquidity execution .
- Award modification precedent: In 2024, one NEO PSU was modified to RSU and fully vested at grant, a shareholder‑sensitive design choice to note (not applicable to CEO) .
- Plan share usage/overhang: Request to add 10,000,000 shares and extend plan term to 2035 underscores continued need for equity currency in a capital‑intensive ramp; potential dilution risk mitigated by controlled vote (approval effectively assured by Avellan’s voting power) .
Related Party & Conflicts
- Pledging/Hedging: Forward contract pledge by Avellan’s subsidiary; company policy requires pre‑approval for hedging/pledging‑type transactions (fn 6) .
- Governance control: Super‑voting Class C structure plus board nomination rights concentrates control with Avellan until the Sunset Date; company relies on the controlled company exemption (not majority independent) .
- Commercial partners on Board: Vodafone, American Tower, Rakuten, AT&T have designation rights while also being commercial counterparties; Audit Committee oversees related‑party transactions .
Say‑on‑Pay & Shareholder Engagement
- Advisory say‑on‑pay proposal presented at 2025 annual meeting; Board recommended “FOR” and recommended annual frequency; results not disclosed in the proxy; Compensation Committee engaged Meridian as independent advisor .
Performance & Track Record
- Achievements: Founder; led de‑SPAC; signed strategic commercial agreements (e.g., Vodafone long‑term agreement through 2034); recognized industry leader (ITU/UNESCO Commissioner) .
- Financial and market performance: Net losses widened with scale‑up (2024 net loss $(300.1)M), while cumulative TSR improved to $179 by 2024 year‑end (from $67 in 2021), reflecting volatility and execution expectations during commercialization .
- Execution risk: Capital intensity and dependence on satellite production/liquidity milestones embedded in PSU metrics indicate key watchpoints; Board structure centralizes decision‑making with founder .
Investment Implications
- Alignment: Zero cash pay and immense founder stake align Avellan with long‑term equity value; however, super‑voting control and board nomination rights limit outside governance checks, raising entrenchment risk .
- Overhang/insider supply: Equity plan expansion (additional 10M shares) and substantial outstanding RSUs for management support retention but add dilution risk; CEO’s variable prepaid forward pledge introduces a pledging flag, though no immediate sale or voting impact was triggered at entry (fn 6).
- Pay‑for‑performance: Absence of CEO grants in 2022–2024 avoids windfalls; broader team PSUs keyed to satellite production, liquidity and operating goals provide measurable catalysts; execution on those KPIs should be monitored for payout realizations and potential insider selling windows as tranches vest .
- Governance: Controlled company status persists (73%–76% voting power); investors should weigh governance risk against strategic benefits of founder‑led control in a complex commercialization ramp .
Key references: CEO bio/age/education/track record ; CEO comp (SCT totals) ; employment terms/non‑compete/no severance ; ownership and voting control ; forward/pledge footnote (fn 6) (fn 6); committee/board structure/attendance/lead independent ; controlled company status and committee independence ; incentive plan design and PSU metrics ; share reserve expansion request and plan mechanics ; related‑party/commercial agreements (Vodafone/American Tower/Rakuten) .