Richard Sarnoff
About Richard Sarnoff
Richard Sarnoff (age 66) is an independent director of AST SpaceMobile (ASTS) since April 2021; he chairs the Nominating & Corporate Governance Committee and was nominated for the 2025 slate by CEO/Chair Abel Avellan under the Stockholders’ Agreement . He is Chairman of Media, KKR Americas Private Equity, Chairman of Simon & Schuster, and serves on Chegg’s board; he holds a B.A. from Princeton and an M.B.A. from Harvard Business School . The Board has affirmatively determined he meets Nasdaq independence standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KKR (Americas PE) | Chairman of Media; previously led Media & Communications industry group | Not disclosed | Led investments across media/telecom/digital media/education |
| Simon & Schuster, Inc. | Chairman | Not disclosed | Strategic leadership of major publisher |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Chegg, Inc. | Director | Public | Current public company directorship |
| Simon & Schuster, Inc. | Chairman | Not disclosed in proxy | Current chair role |
| Various private and non-profit boards | Director/Trustee | Private/Non-profit | Noted multiple private company and not-for-profit boards |
Board Governance
- Committees: Chair, Nominating & Corporate Governance; members are Sarnoff (Chair), Adriana Cisneros, Julio A. Torres .
- Independence: Board affirmed Sarnoff is independent under Nasdaq rules .
- Attendance: Board met nine times in 2024; every director attended at least 75% of Board and committee meetings where they served .
- Lead Independent Director: Julio A. Torres; independent directors held executive sessions at every regular meeting in 2024 .
- Controlled company: Avellan and permitted transferees controlled ~75.8% of combined voting power as of April 17, 2025; ASTS relies on controlled company exemptions (e.g., no independent majority), though Compensation Committee and director selection are overseen by independent directors .
- Director nomination rights: Avellan designated Sarnoff for the 2025 slate per the Stockholders’ Agreement, indicating alignment with the controlling shareholder’s slate while maintaining independence status .
Fixed Compensation
| Component | FY 2024 Amount | Detail |
|---|---|---|
| Annual Board retainer (cash) | $50,000 | Standard independent director retainer |
| Committee chair retainer (Nominating & Corporate Governance) | $10,000 | Chair retainer rate |
| Total cash fees earned | $60,000 | As reported for Sarnoff in FY 2024 |
| Meeting fees | None disclosed | Program does not include meeting fees |
Performance Compensation
| Equity Award | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting | Change-in-Control Treatment | Notes |
|---|---|---|---|---|---|---|
| Annual RSU grant | Sep 10, 2024 | 5,744 RSUs | $150,000 | Vests in full at earlier of 1-year anniversary or next Annual Meeting, subject to service | Vests in full upon change in control (per 2024 Plan) | Annual grant to each eligible independent director |
- Clawback: All awards subject to AST’s clawback policy adopted to comply with SEC/Nasdaq; plan-level clawback provisions also apply .
- Hedging/Pledging: Directors are prohibited from hedging ASTS securities without prior approval; insider trading policy governs trading windows and compliance .
- Non-employee director compensation cap: Aggregate annual cash+equity compensation limited to $1,000,000, with narrow extraordinary exceptions .
Other Directorships & Interlocks
| Entity | Relationship to ASTS | Potential Interlock/Conflict Consideration |
|---|---|---|
| Chegg, Inc. | Sarnoff is a director | No disclosed related-party transaction with ASTS; low apparent direct conflict based on proxy – |
| Simon & Schuster, Inc. | Sarnoff is Chairman | No disclosed related-party transaction with ASTS |
| KKR Americas PE (Media) | Sarnoff is Chairman of Media | No disclosed related-party transaction with ASTS; monitor for future investments touching telecom/spectrum |
Expertise & Qualifications
- Strategic capital/operations: Senior private equity leadership in media/communications enhances board oversight of capital allocation, partnerships, and commercialization strategy .
- Industry breadth: Experience across telecom, digital media, education, and board governance aligns with ASTS’s partner-heavy commercialization model .
- Education: B.A. Princeton; M.B.A. Harvard Business School .
Equity Ownership
| As of Date | Class A Shares Beneficially Owned | % of Class A | Options (Exercisable) | RSUs (Unvested/Vesting within 60 days) | Notes |
|---|---|---|---|---|---|
| Apr 17, 2025 | 420,663 | <1% | 348,035 | 5,744 | Footnote breakdown: 66,884 shares held of record; 348,035 AST LLC Incentive Equity Options (exercisable, redeemable 1:1 into Class A); 5,744 RSUs vesting within 60 days |
| Dec 31, 2024 | — | — | 348,035 | 5,744 | Director RSUs and options outstanding; options listed as exercisable; RSUs unvested at FY-end |
- Pledging/Hedging: No pledge disclosure for Sarnoff in ownership footnotes; company policy restricts hedging/pledging without pre-approval .
- Section 16 compliance: No late filings noted for Sarnoff; late reports were noted only for Keith Larson (Form 3) and Chief Accounting Officer Maya Bernal (Form 4) .
Governance Assessment
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Strengths
- Independent status and chairmanship of Nominating & Corporate Governance support board refresh, evaluations, and governance standards .
- Strong attendance and routine executive sessions of independent directors indicate active oversight .
- Compensation structure for directors is modest (cash $60K; equity $150K) and aligned via time-based RSUs with CoC acceleration; clawback and hedging restrictions further align incentives and protect shareholders .
- Non-employee director compensation cap ($1M) mitigates excess pay risk .
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Watch items / potential investor confidence signals
- Controlled company status (Avellan ~75.8% voting power) reduces independent-majority requirements and assures voting outcomes; independent oversight relies more heavily on committee chairs like Sarnoff .
- Director removal via written consent amendment (approved proposal to allow written consent solely for director removal) increases flexibility for Stockholder Designating Parties; can reduce process friction but may heighten turnover risk and influence dynamics in a controlled structure .
- Sarnoff’s nomination by Avellan underscores slate alignment with controller; continued independence practices and committee leadership are important mitigants .
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Related-party transactions: None disclosed involving Sarnoff; major related-party arrangements are with Vodafone, American Tower, Rakuten, and Antares (Cisneros), overseen by the Audit Committee –.
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Overall: Sarnoff presents as a seasoned, independent governance leader with capital markets/media experience, providing constructive oversight in a controlled company context; monitoring board independence balance, removal mechanics, and any future KKR-linked transactions remains prudent –.