Adriana Cisneros
About Adriana Cisneros
Adriana Cisneros (age 45) is an independent director of AST SpaceMobile (ASTS) since April 2021; she is CEO of Cisneros (since Sept 2013) and previously served as Vice Chairman and Director of Strategy (Sept 2005–Aug 2013). She holds a B.A. in journalism from Columbia University, an M.A. in journalism from NYU, and a leadership development credential from Harvard Business School; current public boards include Mattel Inc. and Ford Motor Company . The Board has affirmatively determined she is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cisneros (global enterprise) | CEO | Sept 2013–Present | Leads media, digital advertising, real estate; social leadership initiatives |
| Cisneros | Vice Chairman & Director of Strategy | Sept 2005–Aug 2013 | Corporate strategy and executive leadership |
External Roles
| Organization | Position | Tenure | Notes |
|---|---|---|---|
| Mattel Inc. | Director | Current | Public company directorship |
| Ford Motor Company | Director | Current | Public company directorship |
| Antares Technologies LLC | President | Current | Affiliate entity to ultimate beneficial owner; Antares has nomination rights for ASTS and designated Cisneros |
Board Governance
- Committee assignments: Chair, Compensation Committee; Member, Nominating & Corporate Governance; Sole member, Redemption Election Committee .
- Independence: Board determined Cisneros is independent under Nasdaq rules; she is a non-employee director .
- Attendance and engagement: The Board met 9 times in 2024, and each director attended ≥75% of Board and applicable committee meetings; Compensation Committee met 4 times; Nominating & Corporate Governance met 2 times; Redemption Election Committee acted by written consent with no formal meetings in 2024 .
- Controlled company context: ASTS is a “controlled company” (Mr. Avellan held ~75.8% voting power as of the record date); despite exemptions, ASTS maintains an all‑independent Compensation Committee and independent oversight for director nominations .
- Say-on-pay and shareholder feedback: 2025 say‑on‑pay approved (Votes For 821,570,402; Against 6,904,076; Abstentions 721,892), and shareholders selected an annual frequency for future say‑on‑pay (One year: 827,717,504) .
Fixed Compensation
ASTS Director Compensation Framework (cash):
| Component | Amount (USD) |
|---|---|
| Annual Board Retainer | $50,000 |
| Committee Chair Retainers – Audit | $20,000 |
| Committee Chair Retainers – Compensation | $15,000 |
| Committee Chair Retainers – Nominating & Corporate Governance | $10,000 |
| Committee Chair Retainers – Network Planning & Spectrum | $20,000 |
| Committee Member Retainers – Audit | $10,000 |
| Committee Member Retainers – Compensation | $7,500 |
| Committee Member Retainers – Nominating & Corporate Governance | $5,000 |
| Committee Member Retainers – Network Planning & Spectrum | $10,000 |
Adriana Cisneros – 2024 Director Compensation:
| Metric | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $21,523 |
| Stock Awards (grant date fair value) | $150,000 |
| Total | $171,523 |
Notes: Cash retainers are paid quarterly and pro‑rated for partial service periods . Annual equity grants are valued at ~$150,000 and vest on the earlier of one year from grant or the next Annual Meeting .
Performance Compensation
Annual equity for non‑employee directors is time‑based RSUs (not performance‑conditioned); awards vest on the earlier of one year from grant or next Annual Meeting, with full vesting upon change in control . The Company’s omnibus plan permits performance awards generally, with broad allowable criteria (e.g., revenues, EBITDA, TSR), but director grants disclosed are time‑vested RSUs .
Adriana Cisneros – 2024 Equity Grant Details:
| Attribute | Value |
|---|---|
| Grant Date | Sept 10, 2024 |
| Instrument | RSUs |
| Units Granted | 5,744 |
| Grant Date Fair Value | $150,000 |
| Vesting | Full vest at earlier of one year or next Annual Meeting; change‑in‑control full vest |
Other Directorships & Interlocks
| Entity | Relationship | Potential Interlock/Conflict Consideration |
|---|---|---|
| Antares Technologies LLC | President; Antares designated Cisneros to ASTS Board | Antares gained rights via the “Antares Transaction” (Mar 4, 2024) and holds ASTS shares; Audit Committee reviews related‑party transactions under Company policy |
| Vodafone, American Tower, Rakuten, AT&T | Nomination rights under Stockholders’ Agreement | Board composition influenced by stockholder parties; ASTS remains a controlled company |
Expertise & Qualifications
- Executive leadership across media, entertainment, digital advertising, real estate; current CEO of Cisneros since 2013 .
- Education: B.A. Columbia; M.A. NYU; leadership program at Harvard Business School .
- Public company governance experience at Mattel and Ford .
- Independent committee leadership at ASTS: Compensation Committee Chair and service on Nominating & Corporate Governance and Redemption Election Committee .
Equity Ownership
Beneficial ownership (as of Oct 6, 2025):
| Holding Type | Quantity |
|---|---|
| Total beneficial ownership (combined) | 786,127 shares (less than 1% of voting power) |
| Class A Common Stock – Direct | 42,108 |
| Class A Common Stock – Spouse | 9,538 |
| Class A Common Stock – Trust (Portfolio Trust) | 1,896 |
| Class A Common Stock – Minor children’s trust (disclaimed pecuniary interest) | 1,900 |
| Restricted Stock Awards (RSAs) | 5,611 |
| AST Incentive Equity Options (exercisable for AST LLC Incentive Units, redeemable 1:1 for Class A) | 725,074 |
Additional alignment features:
- Hedging/pledging policy: Directors are prohibited from hedging the Company’s securities unless pre‑approved; policy applies to all directors and officers .
- No pledging disclosed for Cisneros; Avellan footnote disclosed a forward contract pledge (for context) (6).
Governance Assessment
- Board effectiveness: Cisneros chairs Compensation Committee, which met 4x in 2024, engaged Meridian as independent consultant, and affirmed no conflicts of interest with the consultant—positive for oversight quality .
- Independence and attendance: Independent under Nasdaq rules with ≥75% attendance; serves on multiple governance committees—supports investor confidence in engagement .
- Compensation alignment: Director pay mix favors equity (~$150k annual RSUs) with standard cash retainers; vesting aligned to board service, and change‑in‑control acceleration disclosed—transparent structure .
- Related‑party risk (RED FLAG potential): The Antares Transaction connected to the Cisneros Group (Invesat/Antares) resulted in Antares acquiring 10,445,200 Class A shares and retaining nomination rights; while this creates a potential interlock, ASTS discloses robust related‑party review by the Audit Committee—monitor for future transactions or votes impacting compensation/board composition .
- Controlled company dynamics: With Mr. Avellan holding majority voting power, outcomes (director elections, say‑on‑pay) are effectively assured; mitigating factor is ASTS’s voluntary adherence to independent compensation and nominating oversight .
- Shareholder signals: 2025 say‑on‑pay passed with strong support and annual advisory vote frequency chosen, reducing pay‑for‑performance risk perception under Cisneros’s compensation leadership .
Compensation Committee Analysis
- Membership: Cisneros (Chair), Torres, Wibergh; all independent .
- Authority: Oversees executive compensation, incentive plans, employment and severance agreements, director compensation recommendations, clawback policy implementation; can retain consultants and delegate where appropriate .
- Consultant: Meridian Compensation Partners engaged for market review and incentive design; committee determined no consultant conflicts in 2024 .
- Risk oversight: Committee reviews compensation programs to avoid encouraging unreasonable risk‑taking .
Fixed Compensation (Program Mechanics)
- RSU grants to independent directors of ~$150,000 on Annual Meeting date; full vest on earlier of one year or next Annual Meeting; change‑in‑control full vest .
- Annual cash retainers and committee fees as detailed above; retainers pro‑rated for partial quarters .
Performance Compensation (Plan Context)
- While directors receive time‑vested RSUs, ASTS’s plan permits performance awards with criteria including net income, cash flow, ROE, TSR, margins, revenue growth, and execution milestones; administrator determines performance goals and may adjust for corporate transactions and change‑in‑control scenarios .
Related Party Transactions
- Antares/Cisneros Group: On Mar 4, 2024, ASTS completed the “Antares Transaction” with Invesat LLC (part of Cisneros Group), resulting in Antares acquiring 10,445,200 Class A shares; Stockholders’ Agreement and Registration Rights were amended to add Antares; Antares designates one ASTS director (currently Cisneros). Audit Committee reviews and approves related‑party transactions per policy .
- Vodafone convertible note conversion to Class A shares in early 2025—illustrates broader board composition influences via stockholder parties .
Other Notes
- Non‑employee director award cap: Annual combined cash and equity to a non‑employee director must not exceed $1,000,000, with exceptions only for extraordinary circumstances and without the recipient participating in the decision .
- Clawback policy: Company‑wide clawback covering incentive-based compensation; awards subject to recovery policy .
Monitoring recommendations: Track any future transactions involving Antares/Cisneros affiliates; review committee actions around equity plan share increases (Special Meeting proposal to add 10,000,000 shares and extend plan term) for dilution and governance signaling .