Andrew Johnson
About Andrew Johnson
Andrew Johnson, 50, is Executive Vice President, Chief Financial Officer (since June 2024) and Chief Legal Officer (since May 2024) of AST SpaceMobile and joined the Board as a management director on January 30, 2025 . He holds an MBA from the University of Michigan, a JD from the University of Virginia, and a BA from Miami University . Company pay-versus-performance disclosures show cumulative TSR of 179 (indexed from the April 7, 2021 business combination through Dec 31, 2024) and 2024 net loss attributable to common stockholders of $300.1 million, framing a still loss-making profile as of 2024 year-end .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| 3D Systems Corporation (public) | EVP, Chief Legal Officer & Secretary | 2014–2024 | Senior legal leadership at a public industrial/healthcare 3D printing company; also served as Interim President & CEO (Oct 2015–Apr 2016) and Interim CFO (Oct–Dec 2023), and as Chief Corporate Development Officer from Sep 2022 . |
| Hunton & Williams LLP | Associate, Capital Markets team | Pre-2006 | Early legal career in capital markets . |
External Roles
No other public company directorships or committee roles disclosed .
Fixed Compensation
| Year | Base Salary ($) | Cash Bonus ($) | Notes |
|---|---|---|---|
| 2024 | 163,826 | 125,000 | One-time relocation bonus to Miami area |
Performance Compensation
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Equity grants and vesting mechanics | Grant Type | Grant Date | Shares | Grant-Date Fair Value ($) | Vesting Schedule | Performance Conditions | |---|---|---:|---:|---|---| | RSUs (new hire) | May 6, 2024 | 300,000 | 744,000 | 25% on each anniversary of May 6, 2024 (first tranche May 6, 2025), subject to service | | RSUs | Sep 26, 2024 | 75,000 | 1,787,250 | 1/3 on Aug 15 of 2025, 2026, 2027, subject to service | | PSUs (target) | Sep 26, 2024 | 75,000 target; 56,250/75,000/93,750 threshold/target/max | 0 (at grant, based on probable outcome) | Earned over a performance period ending Aug 15, 2025; then vests 1/3 on Aug 15 of 2025, 2026, 2027 with continued service | 50% Company (satellite production, liquidity, and operating metrics; 0% or 100% achieved). 50% Individual (capital raising, satellite production, operating metrics; 0–150% but only if Company goals met). Aggregate payout 0–125%; specific goals not disclosed for competitive reasons . |
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Outstanding equity at FY 2024 year-end (illustrative alignment and overhang) | As of Dec 31, 2024 | Unvested/Unearned Shares | Stated Market/Payout Value ($) | |---|---:|---:| | RSUs (5/6/2024) | 300,000 | 6,330,000 | | RSUs (9/26/2024) | 75,000 | 1,582,500 | | PSUs (threshold scenario) | 56,250 | 1,186,875 |
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2024 realized equity vesting and options exercises: Johnson had no stock awards vesting or options exercises in 2024 .
Equity Ownership & Alignment
| Snapshot Date | Direct/Beneficial Ownership | Comments |
|---|---|---|
| As of Apr 17, 2025 (proxy record date) | 75,000 shares issuable within 60 days from RSU vesting (i.e., time-based tranche) | Reflects the May 6, 2025 RSU vest tranche from the 300,000 award . |
| As of Oct 6, 2025 (special meeting record date) | 59,985 shares of Class A Common Stock (beneficial) | <1% ownership . |
Additional alignment and policy notes:
- Hedging/pledging: The company maintains a restrictive hedging/pledging policy requiring pre-approval for directors and officers; no Andrew Johnson pledging was disclosed .
- Director compensation: As an employee director, Johnson receives no separate director retainer or equity; the proxy explicitly notes employee directors are excluded from the director compensation program .
Potential selling pressure windows (based on vesting):
- May 6, 2025; Aug 15 in 2025/2026/2027 as time/PSU vesting dates (subject to performance for PSUs) . Compliance with insider trading policy windows applies .
Employment Terms
| Provision | Andrew Johnson Terms |
|---|---|
| Employment start (CLO) | May 1, 2024 |
| Base salary | $250,000 (contractual) |
| Sign-on/relocation bonus | $125,000 cash |
| Initial equity | 300,000 RSUs (time-based) under 2020 Plan |
| Severance (Qualifying Termination) | 75% of base salary; up to 9 months of health coverage |
| Equity acceleration on Qualifying Termination | If on/before 1-year anniversary: 100,000 RSUs accelerate; If after 1-year anniversary: pro-rata formula = days from last vest to 9-month post-termination divided by 365 × 75,000 RSUs . |
| Restrictive covenants | Company form Nondisclosure, Confidentiality, Assignment and Noncompetition Agreement; non-compete and non-solicit for one year post-termination . |
| Definitions (high-level) | “Qualifying Termination” includes involuntary termination without cause, resignation for Good Reason, or non-renewal; “Good Reason” includes material cuts to salary (with limits), material diminutions in role, or relocation >30 miles, among other items; see proxy for full definitions . |
| Clawback | Company clawback policy compliant with SEC/Nasdaq; awards subject to recovery under policy and law . |
| Change-in-control plan terms | Plan administrator may accelerate, cash out, assume/substitute or terminate awards at its discretion; potential for vesting/exercise acceleration or cancellation for no value if underwater . |
Board Governance
| Attribute | Detail |
|---|---|
| Board seat | Director since January 2025; nominated by Mr. Avellan under the Stockholders’ Agreement . |
| Committee roles | None disclosed for Johnson; Audit, Compensation, Nominating & Corporate Governance, Network Planning & Spectrum, and Redemption Election Committee memberships are listed and do not include him . |
| Independence | Not independent (employee-director) . |
| Governance context | “Controlled company” under Nasdaq rules due to Class C voting control held by CEO/Chair Abel Avellan; Board voluntarily maintains independent Compensation and Nominating/Corporate Governance Committees but not a majority-independent board . |
| Lead Independent Director | Julio A. Torres . |
| Director compensation eligibility | Employee directors do not receive director pay . |
Compensation Structure Analysis
- Mix and at-risk design: 2024 total compensation ($2.82M) skewed heavily to equity ($2.53M grant-date value), with modest base ($163.8K) and a one-time relocation bonus ($125K). This indicates strong equity leverage and retention focus early in tenure .
- Shift toward RSUs and PSUs: New-hire and follow-on awards were RSU/PSU rather than options; committee notes the program has not included options since 2021, aligning with prevalent practices but lowering risk relative to options .
- PSU metrics and rigor: Company performance goals are binary (0%/100%) and tied to satellite production, liquidity, and operating metrics; individual goals scale from 0–150% but only after company goals are met; aggregate payout range 0–125%; specific targets withheld for competitive reasons .
- Clawback and hedging/pledging: SEC/Nasdaq-compliant clawback and restricted hedging/pledging policy improve shareholder alignment .
- Severance economics: Cash severance at 0.75x salary with limited health coverage aligns with shareholder-friendly norms; equity acceleration formulas are time-bound/pro-rata rather than full double-trigger acceleration .
Related Party Transactions
No Andrew Johnson–specific related party transactions are disclosed; related party dealings disclosed involve strategic partners (Vodafone, American Tower, Rakuten) and do not implicate Johnson personally .
Risk Indicators & Red Flags
- Concentration of roles and independence: Johnson simultaneously serves as CFO, CLO, and a director, while the CEO/Chair controls voting power; this concentration heightens perceived governance risk despite a Lead Independent Director and independent key committees .
- Vesting-related supply risk: Large scheduled RSU/PSU vesting dates (May 6 annually and Aug 15, 2025–2027) could create periodic selling pressure, subject to trading windows and policies .
- Performance transparency: PSU targets are not disclosed, citing competitive sensitivity, limiting external assessment of pay-for-performance rigor .
Director Compensation (Johnson-specific)
Johnson, as an employee director, does not receive board retainers or annual director equity grants .
Say-on-Pay & Shareholder Feedback
The 2025 annual meeting agenda included an advisory vote on NEO pay and a frequency vote (board recommended annual), but vote outcomes are not disclosed in the proxy excerpts provided .
Equity Plan Overhang and CIC Mechanics (Context)
The company’s 2024 Plan (amended and restated pending special meeting approval) gives the administrator broad discretion on award treatment during change-in-control, including possible acceleration, substitution, cash-out, or termination (awards with zero realizable value may be canceled without payment) . The company sought approval to add 10,000,000 shares and extend the plan term at the Nov 21, 2025 special meeting .
Investment Implications
- Alignment and retention: Johnson’s compensation is predominantly equity-based with multi-year vesting and PSU performance gating, aligning incentives with long-dated operational milestones (satellite production, liquidity) .
- Selling overhang windows: Predictable vesting dates (May 6; Aug 15 in 2025–2027) are potential liquidity/supply events; monitoring Form 4s around these windows is prudent, subject to trading blackouts and preclearance .
- Governance check: CFO+CLO+Director under a controlled-company structure merits scrutiny on board independence and checks-and-balances; however, existence of independent Compensation and Nominating/Governance Committees and a Lead Independent Director partially mitigates risk .
- Downside risk remains tied to execution: Pay-versus-performance shows sustained losses through 2024; PSUs are structured to reward tangible milestones and individual execution, but non-disclosure of specific targets limits external calibration of hurdle difficulty .
All compensation, equity awards, vesting terms, governance, and ownership data above are sourced from AST SpaceMobile’s 2025 annual proxy (DEF 14A, Apr 25, 2025) and the Special Meeting proxy (DEF 14A, Oct 28, 2025), with citations in-line.
Citations:
About/Background, Roles, Education:
TSR, Net Loss:
Director service, committees, independence, controlled company, Lead Independent Director:
Fixed compensation and stock awards:
PSU design:
Ownership snapshots:
Hedging/Pledging, Clawback:
Employment terms, severance, definitions:
Director pay ineligible (employee director):
Equity plan CIC mechanics and share request:
Related parties context: