Scott Wisniewski
About Scott Wisniewski
Scott Wisniewski, 43, is President and Chief Strategy Officer of AST SpaceMobile, serving as CSO since 2021 and President since June 2024. He oversees commercialization, product development, regulatory affairs, corporate development, capital markets/financing strategy, and investor relations; over the past three years he helped raise over $1 billion across equity, convertible notes, and non‑dilutive prepayments. He previously was a Managing Director in TMT investment banking at Barclays (advised ASTS on 2019 and 2021 financings) and earlier worked as a management consultant and mechanical design engineer. He holds a B.E. from Dartmouth and an MBA from Chicago Booth; company TSR measured from the April 7, 2021 business combination to December 31, 2024 was 179 (company-defined CAP disclosure).
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Barclays (TMT Investment Banking) | Managing Director | 10+ years (pre-2021) | Advised ASTS on 2019 strategic investment ($110M) and 2021 business combination ($462M), broader capital raising/M&A advisory experience |
| Earlier career | Management Consultant; Mechanical Design Engineer | Not disclosed | Supplier development consulting; engineering background |
External Roles
- None disclosed in company proxy statements reviewed.
Fixed Compensation
| Metric | FY 2024 |
|---|---|
| Base Salary ($) | 250,000 |
| Target Bonus (%) | Not disclosed |
| Actual Cash Bonus ($) | 0 |
| All Other Compensation ($) | 120 |
Performance Compensation
2024 Equity Grants and Structures
| Grant Date | Instrument | Shares Granted | Grant Date Fair Value ($) | Vesting Schedule | Performance Metrics / Payout Mechanics |
|---|---|---|---|---|---|
| 3/15/2024 | RSUs | 175,000 | 549,500 | 50% on 5/8/2024; 50% on 5/8/2025, service-based | |
| 9/26/2024 | RSUs | 75,000 | 1,787,250 | 1/3 on 8/15/2025; 1/3 on 8/15/2026; 1/3 on 8/15/2027, service-based | |
| 9/26/2024 | PSUs | 75,000 | 0 (probable at grant) | Vests in thirds on 8/15/2025, 8/15/2026, 8/15/2027 subject to performance and service | 50% Company goals (satellite production, liquidity, ops metrics) with binary 0/100% achievement; 50% Individual goals (capital raising, satellite production, ops) with 0–150% achievement only after Company goals met; overall 0–125% payout; maximum grant-date fair value if max achieved = $2,234,063 |
Award Outcomes and In-Flight Performance
- 2021 Hire Grants: 145,000 performance-based units (under 2020 plan) achieved milestones on Mar 15, 2024 and Sep 26, 2024; related time-based and performance-based vesting evident in outstanding awards table.
- 2024 PSUs: Specific targets not disclosed (confidential); performance window through Aug 15, 2025 for first tranche.
Pay Mix Indicators (FY 2024)
- Heavy equity emphasis (RSUs/PSUs $2.34M grant-date value) vs cash salary ($250k); no cash bonus reported for 2024.
Vesting Schedules and Potential Selling Pressure
| Date | Instrument | Tranche | Shares | Notes |
|---|---|---|---|---|
| 5/8/2024 | 3/15/2024 RSUs | 1 of 2 | 87,500 | Vested; value realized reflected in 2024 vesting table aggregate |
| 5/8/2025 | 3/15/2024 RSUs | 2 of 2 | 87,500 | Service vest |
| 8/15/2025 | 9/26/2024 RSUs | 1 of 3 | 25,000 | Service vest (1/3 of 75,000) |
| 8/15/2025 | 9/26/2024 PSUs | 1 of 3 | 0–93,750 total across 3 years; tranche 0–31,250 | Payout depends on performance (overall 0–125% of target) and Company pass‑through |
| 8/15/2026 | 9/26/2024 RSUs | 2 of 3 | 25,000 | Service vest |
| 8/15/2026 | 9/26/2024 PSUs | 2 of 3 | 0–31,250 | Performance/service vest |
| 8/15/2027 | 9/26/2024 RSUs | 3 of 3 | 25,000 | Service vest |
| 8/15/2027 | 9/26/2024 PSUs | 3 of 3 | 0–31,250 | Performance/service vest |
Note: 2024 vesting table shows 291,250 shares acquired on vesting for Wisniewski in 2024 (aggregate across awards), indicating significant realized equity; options exercises reported as none for him in 2024. Future tranches may create windows of incremental supply but actual dispositions depend on trading plans/decisions not disclosed.
Equity Ownership & Alignment
| As-of Date | Beneficial Ownership (Class A shares) | Ownership % | Vested vs Unvested Highlights | Pledging/Hedging |
|---|---|---|---|---|
| 6/30/2024 | 302,360 | <1% | Mix of held shares and in-period vesting RSUs; company noted to its knowledge no executive/director shares pledged at that time | |
| 4/17/2025 | 482,527 | <1% | Includes 395,027 held and 87,500 RSUs vesting within 60 days | |
| 10/6/2025 | 476,181 | <1% | As of Oct 6, 2025 beneficially owned Class A; aggregate group voting control dominated by Class C at CEO level |
- Stock ownership guidelines for officers: not disclosed.
- Hedging/pledging policy: hedging and pledging transactions by officers prohibited without pre-approval; company maintains a clawback policy compliant with SEC/Nasdaq.
Employment Terms
| Item | Key Terms |
|---|---|
| Employment Agreement | AST LLC agreement dated Mar 31, 2021 for Chief Strategy Officer role (now President/CSO) |
| Base Salary | $250,000 |
| Initial Equity on Hire (2021) | 235,000 RSUs (time-based over 4 years) and 145,000 PSUs (performance-based tied to raising incremental capital) |
| Severance – Qualifying Termination | Cash severance = 50% of base salary; up to 6 months COBRA at employee rates; continued vesting of hire PSUs if performance conditions satisfied as of termination or within 120 days thereafter |
| Non‑Compete/Non‑Solicit | One year post-termination; standard confidentiality/IP assignment |
| Change‑of‑Control (equity plan) | Administrator discretion to vest/assume/cancel or cash‑out awards; no specific CoC cash multiple disclosed for him |
Potential Payments Upon Termination (as of 12/31/2024, assuming Qualifying Termination)
| Component | Amount ($) |
|---|---|
| Cash Severance Payments | 125,000 |
| Equity Awards (illustrative) | 3,059,500 (reflecting unvested award value mechanics at that date) |
| Health Insurance Benefits | 9,753 |
| Total | 3,194,253 |
Governance, Say‑on‑Pay, and Committee Practices
- Compensation Committee uses Meridian Compensation Partners as independent advisor; committee reviews peer data, metrics, and program design; no conflicts identified.
- Clawback policy (2023) and restrictive hedging/pledging policy (pre‑approval required) in effect.
- Say‑on‑pay and frequency votes: With Class C voting control (approx. 75.8% at 2025 annual; 73.2% at Oct 2025 record), CEO indicated intent to vote FOR say‑on‑pay and annual frequency, effectively assuring approval regardless of other votes.
Performance & Track Record
- Capital formation: Oversaw raising over $1 billion across instruments in prior three years, advancing commercial/regulatory milestones.
- 2021 hire PSUs achieved performance milestones (Mar 15, 2024 and Sep 26, 2024), supporting execution credibility in capital raising.
- Company TSR from SPAC close (Apr 7, 2021) to Dec 31, 2024: 179 (company CAP disclosure measure).
Compensation Structure Analysis
- Shift towards at‑risk equity: 2024 compensation heavily equity‑weighted (RSUs/PSUs $2.34M grant-date value) with no annual cash bonus, aligning with long‑term shareholder value creation.
- PSU framework increases performance leverage: 50% Company operational/liquidity milestones (binary) plus 50% individual goals (0–150%), capping total payout at 125%.
- Limited guaranteed pay and modest severance multiple (0.5x salary) suggest retention depends on equity upside and ongoing performance.
Investment Implications
- Alignment: High equity orientation, multi‑year vesting, and PSUs tied to satellite production/liquidity create strong alignment with operational execution and financing milestones.
- Overhang/flow: Scheduled RSU/PSU vesting in Aug 2025/2026/2027 could introduce incremental supply; actual selling depends on personal decisions/trading plans not disclosed.
- Retention risk: Cash severance is modest (0.5x salary) but continued vesting on certain hire PSUs and significant unvested equity reduce near‑term departure risk; non‑compete/non‑solicit for one year adds protection.
- Governance backdrop: Robust clawback and hedging/pledging restrictions, with say‑on‑pay voting effectively controlled by founder’s Class C voting block (limits external discipline via shareholder votes).