Johan Wibergh

About Johan Wibergh

Johan Wibergh, age 61, is an independent director of AST SpaceMobile, appointed June 3, 2024. He is the former Chief Technology & Information Officer of Vodafone (2015–2022) and previously served as EVP & Head of Business Unit Networks at Ericsson (2008–2015); he holds a Master’s in Computer Science & Engineering from Linköping University, Sweden . He is currently retired and brings deep telecoms network, enterprise networks, digital/IT systems, cyber security, R&D, product management, and large-scale operations experience to the board .

Past Roles

External Roles

Board Governance

• Independence: The Board determined Wibergh is “independent” under Nasdaq rules .
• Committee memberships:
  • Audit Committee member (Chair: Julio A. Torres); meets Rule 10A‑3 independence; committee oversees integrity of financials, controls, auditor independence, risk and cybersecurity, and related‑party transactions .
  • Compensation Committee member (Chair: Adriana Cisneros); oversees executive/director pay, plans, severance, clawbacks, and may retain independent consultants .
  • Network Planning & Spectrum Committee Chair; oversees integration with MNOs, spectrum planning, interoperability, KPIs for radio/core network; formed Aug 2024 .
• Attendance: Board met nine times in 2024; each director attended at least 75% of Board and relevant committee meetings; independent directors met in executive session at every regular meeting .
• Lead Independent Director: Julio A. Torres .
• Controlled company: Abel Avellan and permitted transferees controlled ~75.8% of combined voting power as of the 2025 record date; the company uses the controlled company exception but voluntarily maintains fully independent Compensation and Nominating committees .

Fixed Compensation

• Director compensation program: Annual cash retainer $50,000; Committee Chair retainers: Audit $20,000, Compensation $15,000, Nominating & Governance $10,000, Network Planning & Spectrum $20,000; Committee member (non‑chair) retainers: Audit $10,000, Compensation $7,500, Nominating & Governance $5,000, Network Planning & Spectrum $10,000. Paid quarterly in arrears and prorated for partial quarters .
• Non‑employee director annual equity: RSUs or restricted stock valued ~$150,000, granted at annual meeting, vest on the earlier of one year or the next annual meeting; accelerates on change of control (per 2024 Plan) .
• Non‑employee director annual cap: Combined equity grant date fair value plus cash fees limited to $1,000,000 per director, with exceptions allowed in extraordinary circumstances (director cannot participate in the decision) .
• 2024 compensation for Wibergh (partial year): Fees earned $46,285; Stock awards $150,000; Total $196,285 .

Performance Compensation

• Structure: Annual director equity awards are time‑based RSUs or restricted stock (~$150,000 value) vesting by next annual meeting; vesting accelerates upon a change in control as defined in the 2024 Plan .
• No director performance metrics: Director equity is not tied to financial or TSR targets; the Compensation Committee’s clawback policies and plan clawback provisions apply to incentive‑based compensation .

Other Directorships & Interlocks

• Related‑party exposure context: AST SpaceMobile has material commercial agreements with Vodafone (long‑term through 2034, exclusivity in certain markets, revenue share, purchase orders for gateways), American Tower (facility use frameworks), Rakuten (Japan network capability and equity transactions), and Antares/Cisneros (equity transactions). The Audit Committee (of which Wibergh is a member) reviews/approves related‑party transactions . Wibergh is a former Vodafone CTIO, which may create perceived proximity to a key partner; however, he was nominated by Mr. Avellan (not Vodafone) and is classified as independent under Nasdaq rules .

Expertise & Qualifications

• Deep technical and operational leadership in telecom networks, enterprise networking, digital/IT systems, cyber security, R&D, product management, and 24/7 large‑scale operations .
• Prior senior executive roles at Vodafone and Ericsson; industry leadership roles including NGMN chairmanship .
• Academic credentials: Master’s in Computer Science & Engineering (Linköping University) .

Equity Ownership

• Beneficial ownership (as of Apr 17, 2025): 23,390 Class A shares held of record; plus 5,744 RSUs scheduled to vest within 60 days .
• Beneficial ownership (as of Oct 6, 2025): 29,001 Class A shares and 5,611 RSAs; less than 1% ownership; no options reported for Wibergh .
• No pledging/hedging disclosed for Wibergh; company policy prohibits director/officer hedging without pre‑approval .

Governance Assessment

• Board effectiveness: Wibergh strengthens technical oversight and industry connectivity, chairs the Network Planning & Spectrum Committee, and supports integration with MNOs and spectrum planning—critical to ASTS’ commercialization path . His membership on Audit and Compensation committees adds experienced oversight to financial controls, related‑party reviews, executive pay, clawbacks, and risk .
• Independence and attendance: Formally independent; attended ≥75% of meetings; participates in regular executive sessions—positive for governance quality .
• Alignment and incentives: Modest cash fees and standardized annual RSUs with single‑year vesting provide baseline alignment without excessive risk; full acceleration on change‑in‑control is standard but should be monitored in a controlled company context. Clawback policy and hedging restrictions enhance accountability .
• Ownership: Small personal stake (<1%); no options; incremental RSU/RSAs vesting supports skin‑in‑the‑game but is limited in scale relative to overall voting structure .
• Potential conflicts and RED FLAGS:
  • Controlled company: Avellan controls ~75.8% voting power; outcomes of key votes (e.g., director elections, equity plan expansion) are assured, reducing minority shareholder influence—material governance risk .
  • Related‑party transactions: Significant commercial arrangements with Vodafone, American Tower, Rakuten, and Antares require rigorous Audit Committee oversight. Given Wibergh’s Vodafone background, the committee should continue applying robust recusal protocols where appropriate to mitigate perceived conflicts (the proxy outlines Audit Committee approval processes but does not detail recusals) .
• Compensation committee practices: Use of independent consultant (Meridian), annual review of consultant independence, market benchmarking, and clawbacks—positive signals. Committee members (including Wibergh) reported no interlocks creating compensation conflicts during FY2024 .

Overall, Wibergh’s telecom depth and committee leadership are accretive to ASTS’ strategic execution. Core governance risks arise from the controlled company status and the breadth of related‑party agreements; continued transparent Audit Committee oversight and independent director engagement (with lead independent director structure) are key mitigants .