Keith Larson
About Keith Larson
Keith Larson (age 66) joined AST SpaceMobile’s board on January 30, 2025 as AT&T’s designee pursuant to the Stockholders’ Agreement; he serves on the Network Planning & Spectrum Committee. Larson is a former Vice President of Intel and Senior Managing Director at Intel Capital (joined 1996, VP in 2006, Managing Director 2004–2018; retired April 2019). He is currently a consultant to AT&T, a director of Northwest Pipe Company, and a Venture Partner at QBIT; AST SpaceMobile will enter into its standard indemnification agreement with him .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Intel Corporation | Vice President | Appointed 2006; retired April 2019 | Senior executive leadership |
| Intel Capital | Senior Managing Director | 2004–2018 | Led strategic investments and M&A |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| AT&T | Consultant | Current | AT&T nominated Larson to ASTS’s board under director designation rights |
| Northwest Pipe Company | Director | Current | Public company directorship |
| QBIT (VC fund) | Venture Partner | Current | Early-stage venture focus (Switzerland) |
Board Governance
- Committee memberships: Network Planning & Spectrum Committee (member). The committee is chaired by Johan Wibergh .
- Independence: The 8-K does not state Larson’s Nasdaq independence status; he was appointed as AT&T’s designee and is an AT&T consultant. He is not listed among “independent directors” eligible for the Director Compensation Program in the proxy .
- Tenure on ASTS board: Since January 30, 2025 .
- Indemnification: Standard director/officer indemnification agreement to be executed .
- Attendance: Not disclosed.
Fixed Compensation
Larson declined ASTS’s non-employee director compensation (cash and equity) by written notice.
| Component | Eligible Program Amount | Received |
|---|---|---|
| Annual Board Retainer (cash) | $50,000 | $0 (declined) |
| Network Planning & Spectrum Committee – Member Retainer (cash) | $10,000 | $0 (declined) |
| Committee Chair Retainers (if applicable) | Audit $20,000; Compensation $15,000; Nominating $10,000; Network Planning & Spectrum $20,000 | $0 (declined) |
Policy notes:
- Clawback policy adopted in 2023 (SEC/Nasdaq compliant); restrictive hedging/pledging policy requires pre-approval and prohibits hedging transactions by directors/officers .
Performance Compensation
ASTS’s standard program grants ~$150,000 in RSUs (5,744 RSUs in 2024) to eligible independent directors at the annual meeting; awards vest at one year or at the next annual meeting, and fully vest upon a change of control. Larson declined equity and therefore did not receive RSUs under this program .
| Metric | Program Design | Larson Status |
|---|---|---|
| Annual RSU grant value | ~$150,000 | Declined; $0 equity |
| Annual RSU units (2024 reference) | 5,744 RSUs | Not granted |
| Vesting | Earlier of 1-year or next annual meeting; change-in-control accelerates | N/A (declined) |
Other Directorships & Interlocks
| Entity | Relationship to ASTS | Interlock/Role | Potential Consideration |
|---|---|---|---|
| AT&T | Strategic partner/shareholder (designation rights) | Larson is AT&T consultant and AT&T’s board designee at ASTS | Potential conflicts on AT&T-related matters; Company discloses no Item 404(a) related-party transactions involving Larson |
| Northwest Pipe Company | Unrelated industrial | Larson serves as director | No ASTS overlap disclosed |
| QBIT (VC fund) | Unrelated VC | Larson is Venture Partner | No ASTS overlap disclosed |
Expertise & Qualifications
- Capital allocation and M&A: Senior Managing Director at Intel Capital (strategic investments/M&A leadership) .
- Large-cap technology operating experience: Intel Vice President .
- Telecom/network insights via AT&T consultancy; relevant to Network Planning & Spectrum Committee oversight .
- Public company board experience: Northwest Pipe Company .
Equity Ownership
| Holder | Class A Shares | Class B Shares | Class C Shares | Combined Voting Power |
|---|---|---|---|---|
| Keith Larson | – (none reported) | – (none reported) | – (none reported) | – (none reported) |
Notes:
- Beneficial ownership table (as of Oct 6, 2025) lists Larson with no reported ownership across classes .
- Hedging/pledging: Company policy restricts directors from hedging/pledging company securities without pre-approval .
Governance Assessment
- Board effectiveness: Larson adds deep investment/M&A and large-cap tech expertise; committee placement aligns with industry knowledge. He is not a committee chair; Network Planning & Spectrum Committee is chaired by Johan Wibergh, preserving technical leadership oversight .
- Independence and alignment: As AT&T’s designee and current AT&T consultant, Larson’s independence under Nasdaq rules is not stated; he is not enumerated among independent directors in the compensation program. However, he declined all ASTS director compensation, reducing direct pay-related conflicts and signaling a non-remunerative stance .
- Ownership alignment: No beneficial ownership reported; combined with compensation decline, his financial alignment with ASTS shareholders is limited, though company-wide hedging/pledging restrictions and clawback policies apply .
- Related-party exposure: Company states no transactions involving Larson requiring Item 404(a) disclosure. AT&T designation and consultancy create potential decision-making conflicts on AT&T-related matters; committee membership in Network Planning & Spectrum heightens sensitivity to partner influence. Board and committee processes (e.g., recusal) are not detailed in filings reviewed .
- RED FLAGS:
- AT&T consultant and AT&T-appointed director sitting on network oversight committee—elevated conflict potential on partner/customer decisions (no specific transactions disclosed) .
- No reported ASTS share ownership—limited “skin-in-the-game” alignment .
- Mitigants:
- Declined cash/equity compensation—reduces pay-related conflicts .
- Company clawback and anti-hedging/pledging policies .
- No Item 404(a) transactions disclosed for Larson .
Overall, Larson’s appointment brings seasoned tech-investment expertise but introduces an AT&T interlock on a strategic committee; monitoring disclosures around AT&T-related approvals and any future ownership changes is warranted for investor confidence .