Julio A. Torres
About Julio A. Torres
Julio A. Torres, age 58, has served on AST SpaceMobile’s board since April 2021. He is Lead Independent Director, chairs the Audit Committee, and sits on the Compensation and Nominating & Corporate Governance Committees. Torres is designated an “audit committee financial expert.” He holds a degree from Universidad de los Andes, an MBA from Kellogg (Northwestern), and an MPA from Harvard Kennedy School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Multiple Equilibria Capital | Managing Partner | Mar 2013 – Present | Financial advisory leadership |
| Andina Acquisition Corp. III (SPAC) | CEO & Director | Jan 2019 – Jul 2021 (merger into Stryve Foods) | Led SPAC through merger |
| Andina Acquisition Corp. II (SPAC) | CEO & Director | Aug 2015 – Mar 2018 | Led SPAC through Lazy Days RV business combination |
| Andina Acquisition Corp. (SPAC) | Co-CEO; Director | Oct 2011 – Dec 2013 | Oversaw merger with Tecnoglass |
| Tecnoglass Inc. | Director | Dec 2013 – Present | Ongoing public board service |
External Roles
| Company | Role | Since | Notes |
|---|---|---|---|
| Tecnoglass Inc. | Director | Dec 2013 | Continues board service |
| Other public companies | Director | N/D | “Several international public companies” (names not disclosed) |
Board Governance
- Roles: Lead Independent Director; Audit Committee Chair; Compensation Committee member; Nominating & Corporate Governance Committee member .
- Independence: Board has affirmed independence for his committee roles; he is a Rule 16b-3 non-employee director; audit committee independence meets Nasdaq/Exchange Act 10A-3 .
- Financial Expertise: Audit committee financial expert designation .
- Attendance: In 2023, the Board met 3 times; all directors other than Mikitani and Amin attended at least 66% of Board/committee meetings (implies Torres ≥66% attendance). Independent directors met in executive session at every regular meeting; Audit Committee met at least annually in executive session .
| Committee (2023) | Membership | Chair | Meetings Held | Independence Status |
|---|---|---|---|---|
| Audit | Torres, Rubin, Wibergh | Torres | 4 | All members independent; Torres & Rubin are financial experts |
| Compensation | Cisneros, Torres, Wibergh | Cisneros | 0 (actions by written consent) | All members independent; non-employee directors |
| Nominating & Corporate Governance | Cisneros, Sarnoff, Torres | Sarnoff | 0 (actions by written consent) | All members independent |
Fixed Compensation
Director compensation framework and Torres’s recent pay:
| Component | Amount | Notes |
|---|---|---|
| Annual Director Retainer (Cash) | $50,000 | Paid quarterly, pro-rated |
| Committee Chair Retainer (Cash) | Audit $20,000; Compensation $15,000; Nominating & Corp Gov $10,000; Network Planning & Spectrum $20,000 | Paid quarterly, pro-rated |
| Committee Member (Cash) | Audit $10,000; Compensation $7,500; Nominating & Corp Gov $5,000; Network Planning & Spectrum $10,000 | Paid quarterly, pro-rated |
| Annual Equity | ~$150,000 RSUs or Restricted Stock | Vests on earlier of 1-year anniversary or next annual meeting; full vest on change in control |
| Year | Fees Earned (Cash) | Stock Awards | Total |
|---|---|---|---|
| 2023 | $82,500 | $150,000 | $232,500 |
| 2024 | $82,500 | $150,000 | $232,500 |
Performance Compensation
Annual director equity grants are time-based (no disclosed performance metrics). Vesting and grant particulars:
| Grant Date | Award Type | Shares/Units | Grant Date Fair Value | Vesting | Change-in-Control Treatment |
|---|---|---|---|---|---|
| Sep 10, 2024 | RSUs | 5,744 | $150,000 | Full vest on earlier of 1-year or next annual meeting | Vests in full on change in control |
| Aug 17, 2023 | RSUs | 38,462 | $150,000 | Full vest on earlier of 1-year or next annual meeting | Full vest not explicitly stated for 2020 Plan, but annual director RSUs are time-based |
Note: Director grants are time-based and not tied to revenue/EBITDA/TSR metrics; performance criteria in the company plans apply to employee awards, not standard director grants .
Other Directorships & Interlocks
| Area | Details |
|---|---|
| Current public company boards | Tecnoglass Inc |
| Interlocks with ASTS counterparties | None disclosed in proxies; audit committee reviews related-party transactions by policy |
Expertise & Qualifications
- Audit committee financial expert; deep governance/finance experience from SPAC leadership and advisory work .
- Education: Universidad de los Andes (undergraduate), MBA Kellogg, MPA Harvard Kennedy School .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (Class A) | 58,239 shares | Less than 1% combined voting power |
| Breakdown | 52,628 held of record; 5,611 Restricted Stock Awards (RSAs) | Footnote clarifies composition |
| Unvested director RSUs outstanding (12/31/2024) | 5,744 | As of FY2024 year-end |
| Hedging/Pledging | Directors/officers prohibited from hedging without pre-approval; no pledging disclosed for Torres | Policy disclosed; no pledging footnote for Torres |
Insider Trades
Recent Form 4 activity for Torres:
| Date | Type | Shares | Price | Post-Transaction Holdings | Source |
|---|---|---|---|---|---|
| Mar 10, 2025 | Sale | 20,000 | Weighted avg $30.62–$30.94 | 52,628 | |
| Jun 6, 2025 | Grant | 4,810 RSAs | $0.00 | 57,438 (direct) after grant | |
| Jun 26, 2025 | Form 4/A | N/A | N/A | Clarified RSAs vs RSUs | |
| Jun 24, 2025 | Additional RS awards entries | 801 shares reported updates | N/A | 58,239 total shown across filings |
Compensation Committee Analysis
- Composition: Adriana Cisneros (Chair), Julio A. Torres, Johan Wibergh; all independent/non-employee directors .
- Consultant: Meridian Compensation Partners engaged in 2024 to advise on market data, peer group, incentive design; committee determined no conflicts of interest .
- Practices: Clawback policy compliant with SEC/Nasdaq; restrictive hedging/pledging policy with pre-approval; compensation programs assessed for risk—no material adverse risk identified .
Say-on-Pay & Shareholder Feedback
| Proposal (2025 Annual Meeting, Jun 6, 2025) | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Say-on-Pay (advisory) | 821,570,402 | 6,904,076 | 721,892 | 53,339,296 |
| Frequency of Say-on-Pay | 827,717,504 (1 Year) | 181,368 (2 Years) | 981,085 (3 Years) | 316,413 (Abstain) |
Board/charter changes: stockholders approved an amendment to allow action by written consent solely to remove directors .
Compensation Structure Analysis
| Aspect | Observation |
|---|---|
| Cash vs Equity mix | Stable YoY for Torres: $82.5k cash with ~$150k equity in 2023 and 2024 |
| Grant calibration | RSU share counts vary with price (38,462 in 2023 vs 5,744 in 2024 for the same ~$150k value) |
| Clawbacks/Hedging | Clawback policy adopted; hedging restricted with pre-approval for directors/officers |
| Repricing protections | Plan prohibits option/SAR repricing without shareholder approval |
Related Party Transactions (Conflict Screening)
- Audit Committee charter assigns responsibility for reviewing/approving related-party transactions involving directors/officers/their immediate family members; no specific related-party transactions disclosed for Torres in proxies .
Equity Ownership & Alignment
- Ownership guidelines not specifically disclosed for directors; however, RSAs/RSUs and continued service vesting provide alignment; no hedging/pledging by Torres disclosed; annual director grants vest on change in control (alignment during corporate actions) .
Governance Assessment
- Strengths: Lead Independent Director role; Audit Chair with financial expert designation; strong independence across committees; high say-on-pay support; clawback and hedging controls in place .
- Watch items: Multi-board service (time demands); insider sale of 20,000 shares in Mar 2025—monitor for pattern or alignment impacts; concentrated CEO voting control (Class C shares) assures outcomes, reducing minority influence on governance—context for board effectiveness .
- Signals: Consistent board/committee service and executive session practice indicate active independent oversight; stable director pay mix; RSU grants time-based (no performance metrics), typical for directors .
Other Directorships & Interlocks
| Company | Overlap/Conflict Risk | Notes |
|---|---|---|
| Tecnoglass Inc. | Low (no disclosed ASTS dealings) | Disclosed ongoing board role |
| Suppliers/Customers | Not disclosed | Audit Committee reviews any such transactions |
Director Compensation Limits
- Non-Employee Director annual limit: combined cash + equity does not exceed $1,000,000, with exceptions only in extraordinary circumstances (and recipient excluded from decision) .
Committee Charters & Executive Sessions
- Audit Committee: pre-approves audit/non-audit services; receives ICFR/deficiency reports; maintains whistleblower procedures; submits annual audit committee report to Board .
- Executive Sessions: Independent directors met in executive session at every regular meeting in 2023; Audit Committee required to meet in executive session at least annually and did so .
Notes on Voting Control Context
- CEO Abel Avellan held ~73.2% of voting power at the Oct 2025 record date, assuring approval of plan actions notwithstanding other votes; contextualizes board accountability dynamics .