Edward Knapp
About Edward Knapp
Edward Knapp, age 64, has served on AST SpaceMobile’s Board since April 2021. He is the corporate Chief Technology Officer of American Tower Corporation, and previously served as Senior Vice President of Engineering at Qualcomm overseeing the New Jersey Corporate Research Center and global engineering teams. He holds a B.E. in electrical engineering (Stony Brook), an M.S. in electrical engineering (Polytechnic University/NYU), and an M.B.A. (Columbia). He also serves on the board of the Center for Automotive Research .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Qualcomm | Senior Vice President of Engineering | Prior to 2017 (exact years not disclosed) | Led NJ Corporate Research Center; managed global engineering/product teams |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| American Tower Corporation | Corporate Chief Technology Officer | 2017–present | Significant strategic/operational expertise in wireless infrastructure |
| Center for Automotive Research | Director | Current | Industry board service; non-profit/industry group |
Board Governance
- Independence: Not independent; designated to ASTS’s Board by American Tower (ATC TRS II LLC), a significant shareholder and preferred vendor. American Tower holds 2,500,000 Class A shares and 2,170,656 Class B shares; American Tower has a right to designate one director, currently Mr. Knapp .
- Committee assignments: Member, Network Planning and Spectrum Committee (formed August 2024; did not meet in 2024). Chair is Johan Wibergh .
- Attendance and engagement: The Board met nine times in 2024; each director attended at least 75% of Board and committee meetings, and all then-serving directors except Mr. Ibbetson attended the 2024 Annual Meeting—indicating Mr. Knapp met attendance expectations .
- Lead Independent Director: Julio A. Torres .
- Controlled company context: ASTS qualifies as a controlled company under Nasdaq due to CEO/Chairman Abel Avellan’s voting power; as of mid-2024, combined voting power ~80.4% (company states it did not rely on exemptions at that time) . At the October 2025 special meeting record date, Class C shares had 73.2% of aggregate voting power .
Fixed Compensation
| Fiscal Year | Fees Earned or Paid in Cash ($) | Equity Awards ($) | Notes |
|---|---|---|---|
| 2024 | $0 | $0 | As a designee of American Tower (ATC TRS II LLC), Mr. Knapp did not receive director compensation from ASTS |
- Director Compensation Program (for eligible independent directors): Annual cash retainer $50,000; committee chair retainers—Audit $20,000, Compensation $15,000, Nominating & Gov $10,000, Network Planning & Spectrum $20,000; committee member retainers—Audit $10,000, Compensation $7,500, Nominating & Gov $5,000, Network Planning & Spectrum $10,000. Paid quarterly; pro-rated for partial service .
- Annual equity for eligible directors: ~$150,000 grant in RSUs/restricted stock at Annual Meeting (e.g., 5,744 RSUs on September 10, 2024) vesting on the earlier of 1-year anniversary or next Annual Meeting; accelerates on change-in-control per 2024 Plan . Mr. Knapp is not eligible under this program .
Performance Compensation
| Element | Metric/Structure | Applicability to Knapp |
|---|---|---|
| Director RSUs | Time-based vesting; accelerates upon change-in-control as defined in 2024 Plan | Not eligible; no RSU grants to Knapp in 2024 |
| Cash incentive | None for directors (fixed retainers only) | Not applicable |
Other Directorships & Interlocks
| Entity | Relationship to ASTS | Interlock Details | Governance/Conflict Considerations |
|---|---|---|---|
| American Tower (ATC TRS II LLC) | Significant shareholder (2,500,000 Class A; 2,170,656 Class B) | American Tower holds designation right for one ASTS director; Knapp is American Tower’s designee | Side letter and term sheet contemplate preferred vendor status, gateway hosting, master leases, and “best and final” bid rights; no payments made to date under the side letter |
| Vodafone Ventures Limited | Significant shareholder | Separate designee to Board (not Knapp) | Board includes multiple designees; Stockholders’ Agreement governs nominations |
| Rakuten Mobile, Inc. | Significant shareholder (31,020,155 Class A) | Separate designee to Board (not Knapp) | Strategic partner context |
Expertise & Qualifications
- 40+ years in communications technology and ~30 years in global wireless industry development .
- Deep technical leadership (CTO of American Tower; SVP Engineering at Qualcomm) with network planning, spectrum, and interoperability expertise—aligned with ASTS’s Network Planning and Spectrum Committee mandate .
- Advanced academic credentials in electrical engineering and business (Stony Brook; NYU/Poly; Columbia) .
Equity Ownership
| As of | Class A Shares Owned | % of Class A Outstanding | RSUs (Unvested) | Options (Exercisable) |
|---|---|---|---|---|
| Oct 6, 2025 | 10,000 | <1% | 0 | 0 |
- Company policies: Clawback policy adopted in 2023 (SEC/Nasdaq compliant). Restrictive hedging/pledging policy prohibiting hedging transactions unless pre-approved . No pledging or hedging by Mr. Knapp is disclosed.
Governance Assessment
- Independence and conflicts: Knapp’s dual role as American Tower CTO and ASTS director, coupled with American Tower’s board designation rights and preferred vendor/hosting arrangements, represents a material related-party exposure. While no payments have occurred under the side letter yet, procurement preference and “best and final” bid protections elevate conflict risk, especially as ASTS scales gateway infrastructure. Audit Committee is responsible for related-party oversight, but investors should monitor execution-stage contracts and fees with American Tower for neutrality and pricing discipline .
- Alignment: Mr. Knapp receives no ASTS director fees or RSU grants and holds a modest personal stake (10,000 shares, <1%). This limits direct pay-for-performance alignment at the ASTS director level; his primary alignment is through American Tower’s strategic shareholding and commercial ties rather than individual ownership or ASTS equity compensation .
- Effectiveness & engagement: Attendance met thresholds (≥75% of meetings) and he serves on the technical Network Planning and Spectrum Committee—consistent with his expertise. However, the committee did not meet in 2024, limiting observable committee impact in the reported period .
- Governance environment: ASTS’s controlled company status concentrates voting power with the CEO/Chair, potentially dampening minority shareholder influence. The company disclosed it did not rely on Nasdaq controlled company exemptions in mid-2024, but concentrated voting (73.2% for Class C at the 2025 special meeting) remains a structural consideration for board independence and challenge culture .
- Policies: Adoption of clawback and restrictive hedging/pledging policies is a positive governance signal; continued enforcement and transparency around related-party transaction reviews are important mitigants .
RED FLAGS
- Vendor-interlock: American Tower preferred vendor status and board designation of its CTO (Knapp) create persistent conflict-of-interest risk in site leasing/hosting decisions .
- Low personal ownership/alignment: Minimal individual ASTS holdings; no director equity compensation for Knapp limits direct alignment with ASTS shareholders .
- Controlled company dynamics: High CEO/Chair voting power could dilute independent oversight and minority shareholder protections .
Mitigants
- Audit Committee oversight of related-party transactions .
- Formal clawback and anti-hedging/pledging policies .
- Presence of a Lead Independent Director (Torres) and independent committee chairs .
Appendix: Reference Data Points
- Director Compensation Program terms; $50k annual retainer; committee retainers; $150k annual RSU grant for eligible independent directors; time-based vesting; change-in-control acceleration .
- 2024 Non-Employee Director Compensation Table shows $0 for Knapp (designee; not compensated) and no RSUs/options outstanding for him as of Dec 31, 2024 .
- Beneficial ownership table: Knapp 10,000 Class A shares; less than 1% .
- Network Planning and Spectrum Committee membership and chair; formed August 2024; no meetings in 2024 .
- Board structure, independence count, executive sessions, and attendance statements .
- American Tower side letter and term sheet terms; preferred vendor status; designation rights; no payments to date .