Luke Ibbetson
About Luke Ibbetson
Luke Ibbetson, age 55, has served on AST SpaceMobile’s Board since April 2021 as Vodafone’s designated director. He has worked at Vodafone since 1996 and has led Vodafone Group Research & Development since 2013; he holds a B.Sc. in electronic engineering and an M.Sc. in telecommunications from the University of Leeds and serves on multiple industry bodies, including Chairman of the Next Generation Mobile Networks (NGMN) Alliance Board Strategy committee and board roles with the 5G Automotive Alliance .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vodafone Group | Head of Group R&D | 2013–present (with Vodafone since 1996) | Leads trials of emerging technologies; strategic R&D leadership |
| NGMN Alliance | Chairman, Board Strategy Committee | Not disclosed | Strategy leadership for next‑gen mobile networks |
| 5G Automotive Alliance | Board member | Not disclosed | Cross‑industry collaboration on 5G for automotive |
External Roles
| Organization | Role | Public/Private/Industry | Notes |
|---|---|---|---|
| Vodafone Group | Executive (Head of Group R&D) | Public telecom | Parent/affiliate relationship to ASTS via commercial agreements and board designation |
| NGMN Alliance | Chairman, Board Strategy Committee | Industry alliance | Technology strategy governance |
| 5G Automotive Alliance | Board member | Industry alliance | Standards and ecosystem development |
Board Governance
- Director designation and independence: Ibbetson is Vodafone’s designee to the ASTS Board; he is not listed among directors affirmatively determined “independent” under Nasdaq rules in the 2024 proxy .
- Committees: Audit Committee consists of Torres (Chair), Rubin, Wibergh; Compensation Committee consists of Cisneros (Chair), Torres, Wibergh; Nominating & Corporate Governance consists of Sarnoff (Chair), Cisneros, Torres—Ibbetson is not shown as a member of these committees .
- Attendance: In 2023, all directors other than Mikitani and Amin attended at least 66% of Board and Committee meetings; Ibbetson is not listed among the exceptions, implying at least 66% attendance in 2023 .
- Lead Independent Director: Julio A. Torres serves as Lead Independent Director; independent directors met in executive session at every regularly scheduled meeting in 2023 .
Committee Membership Matrix
| Committee | 2023–2024 Members | Luke Ibbetson Member? |
|---|---|---|
| Audit | Torres (Chair), Rubin, Wibergh | No |
| Compensation | Cisneros (Chair), Torres, Wibergh | No |
| Nominating & Corporate Governance | Sarnoff (Chair), Cisneros, Torres | No |
| Redemption Election Committee | Committee exists (members not detailed) | Not disclosed |
| Network Planning & Spectrum | Program retainer exists (membership not detailed) | Not disclosed |
Fixed Compensation
ASTS excludes designee directors of major shareholders (Vodafone, American Tower, Rakuten, AT&T) from the Director Compensation Program; accordingly, Ibbetson received no cash retainers or equity grants.
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $0 | $0 |
| Stock Awards ($) | $0 | $0 |
| Total ($) | $0 | $0 |
Program reference (for eligible independent directors only): Annual board retainer $50,000; chair/member retainers Audit ($20,000/$10,000), Compensation ($15,000/$7,500), Nominating ($10,000/$5,000), Network Planning & Spectrum ($20,000/$10,000) . Annual equity grant approximately $150,000 RSUs, time‑based vesting to next annual meeting or one‑year anniversary .
Performance Compensation
Ibbetson does not participate in ASTS director equity awards; RSUs for eligible independent directors are time‑based (no performance metrics).
| Performance Metric | FY 2023 | FY 2024 |
|---|---|---|
| Director RSUs granted to Luke Ibbetson | Not eligible (designee) | Not eligible (designee) |
| Vesting condition | N/A | N/A |
Other Directorships & Interlocks
| Entity | Relationship | Interlock/Transaction | Key Terms |
|---|---|---|---|
| Vodafone | Board designee (Ibbetson) | Multiple strategic and financing ties | Exclusivity side letter restricting ASTS strategic agreements; planned Vodafone Commercial Agreements with mutual exclusivity, preferential terms, 50/50 revenue share in exclusivity markets; Vodafone right to designate one director (currently Ibbetson) |
| Vodafone Group Services | Commercial commitment | Initial revenue commitment of $25.0 million over ~2.5 years for connectivity services (to be defined in future definitive agreement); purchase order for network equipment | |
| Vodafone (financing) | Investor | $25.0 million subordinated convertible notes (Investment Agreement dated Jan 16, 2024) |
No other public company directorships for Ibbetson are disclosed in ASTS proxies .
Expertise & Qualifications
- Technical credentials: B.Sc. electronic engineering; M.Sc. telecommunications (University of Leeds) .
- Industry leadership: Chairman of NGMN Alliance Board Strategy committee; board roles with the 5G Automotive Alliance .
- Telecommunications R&D executive experience: Led Vodafone Group R&D since 2013; with Vodafone since 1996 .
Equity Ownership
Beneficial ownership and outstanding awards indicate no reported ASTS equity holdings for Ibbetson; designee directors also did not receive RSUs or options.
| Metric | As of Jun 30, 2024 | As of Oct 6, 2025 |
|---|---|---|
| Class A Common Stock owned | None reported (–) | None reported (–) |
| Class B Common Stock owned | None reported (–) | None reported (–) |
| Class C Common Stock owned | None reported (–) | None reported (–) |
| Combined voting power (%) | Not disclosed (no holdings reported) | Not disclosed (no holdings reported) |
Outstanding awards (active non‑employee directors, as of Dec 31, 2024):
| Name | RSUs (unvested) | Options (exercisable) |
|---|---|---|
| Luke Ibbetson | – | – |
Additional alignment policies:
- Hedging/pledging prohibitions for directors/officers; 2025 proxy indicates a restrictive hedging/pledging policy with pre‑approval requirement .
- 2024 proxy states hedging transactions are prohibited for directors and officers .
- 2024 proxy notes no pledging of company shares by executive officers or directors to the company’s knowledge .
- Company clawback policy adopted in 2023, compliant with SEC/Nasdaq; equity plans include clawback provisions when required .
Governance Assessment
- Independence and conflicts: Ibbetson is a non‑independent, shareholder‑designee director representing Vodafone. Vodafone has significant ongoing commercial and financing arrangements with ASTS (exclusivity framework, $25m convertible notes, $25m revenue commitment and equipment orders), creating potential related‑party sensitivities and information flow interlocks. This is a governance risk factor, though Audit Committee is tasked with reviewing related party transactions .
- Committee roles and oversight: Ibbetson does not serve on the Audit, Compensation, or Nominating committees, which mitigates direct influence over compensation and financial reporting oversight despite affiliation. Independent directors (Cisneros, Torres, Wibergh) lead key committees; lead independent director structure is in place .
- Attendance/engagement: He met at least the 66% attendance threshold in 2023 (not listed among exceptions), and independent directors held executive sessions regularly, supporting board effectiveness .
- Alignment and incentives: Ibbetson receives no director cash or equity compensation and holds no reported ASTS equity; alignment through personal share ownership is low. Company‑level safeguards (clawback, anti‑hedging/pledging) are present, but do not substitute for director ownership .
RED FLAGS
- Related‑party exposure: Extensive Vodafone commercial and financing ties while serving as Vodafone’s board designee (exclusivity side letter; revenue commitments; convertible notes) heighten conflict‑of‑interest risk and require rigorous recusal and committee oversight .
- Ownership alignment: No reported ASTS share ownership or director equity awards for Ibbetson; zero RSUs/options as of year‑end 2024 .
Mitigants
- Independent committee leadership (Audit/Comp/Nominating) and lead independent director structure; Audit explicitly reviews related‑party transactions .
- Adopted clawback policy and strict anti‑hedging/pledging policies .