Shanti Gupta
About Shanti Gupta
Shanti Gupta, 48, is Executive Vice President and Chief Operating Officer of AST SpaceMobile (since June 2024). He joined AST in September 2021 as Chief Accounting Officer, where he established global finance and accounting operations, led planning and cost strategies, implemented ERP systems, and later assumed leadership of supply chain and IT, vendor negotiations, and risk management; he holds a B.Com (Hons) from Shri Ram College of Commerce (Delhi University), is a U.S. CPA, and a Chartered Accountant (India) . In 2024 as a first-time NEO, his compensation was base salary $250,000 and a one-time $400,000 bonus for completion of a company milestone, plus equity awards; performance equity for 2024 is tied to Company (satellite production, liquidity, operating metrics) and individual goals (capital raising, production, operating metrics) with payouts 0–125% of target and vesting through 2027, supporting pay-for-performance alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ernst & Young LLP (New York) | Partner/Managing Director, Financial Accounting Advisory Services | 2014–2021 | Led advisory for Fortune 500 and private companies; global assurance/advisory experience prior to joining AST |
| Deloitte & Touche LLP (New York) | Senior roles (not specified) | Not disclosed | Assurance/advisory experience |
| KPMG (India) | Senior roles (not specified) | Not disclosed | Assurance/advisory experience |
External Roles
- None disclosed (no public company directorships or external board roles mentioned for Mr. Gupta) .
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % | Actual Bonus Paid ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 250,000 | — | 400,000 | 180 | 3,321,930 |
Notes:
- 2024 bonus was a one-time discretionary cash award recognizing efforts in successful completion of a company milestone .
Performance Compensation
2024 Equity Grants and Vesting Detail (Gupta)
| Grant Date | Award Type | Shares (#) | Vesting Schedule | Terms/Notes |
|---|---|---|---|---|
| 9/15/2021 | RSU (time-based from original hire grant) | 200,000 total (50,000 unvested at 12/31/24) | 4-year annual tranches starting 9/15/2022 | Hire grant under 2020 Plan; 50,000 remained unvested at FY-end, MV $1,055,000 |
| 3/15/2024 | RSU (time-based) | 150,000 | 50% on 5/8/2024; 50% on 5/8/2025 | Annual grant; grant-date FV $471,000 |
| 5/31/2024 | RSU (modified from 9/15/2021 PSU) | 50,000 | Fully vested at grant | Modification removed performance conditions; accounted as a new award; grant-date FV $413,500 |
| 9/26/2024 | RSU (time-based) | 75,000 | 1/3 on 8/15/2025; 1/3 on 8/15/2026; 1/3 on 8/15/2027 | Grant-date FV $1,787,250 |
| 9/26/2024 | PSU (performance-based) | 75,000 target | 1/3 on 8/15/2025; 1/3 on 8/15/2026; 1/3 on 8/15/2027 (subject to goal achievement and continued service) | Company goals (50% weight): satellite production, liquidity, operating metrics with binary 0%/100% outcome; Individual goals (50% weight): capital raising, production, operating metrics with 0–150% scaling after Company gate; overall payout 0–125%; reported $0 FV at grant based on probable outcome; max FV $2,234,063 |
PSU Performance Framework (2024 grant)
| Metric Category | Weighting | Target | Payout Curve | Vesting |
|---|---|---|---|---|
| Company goals (satellite production, liquidity, operating metrics) | 50% | Not disclosed | 0% or 100% (gate) | 1/3 each on 8/15/2025, 8/15/2026, 8/15/2027 (subject to achievement and service) |
| Individual goals (capital raising, production, operating metrics) | 50% | Not disclosed | 0–150% only after Company goals met | Same as above |
| Combined outcome | — | 75,000 PSUs at target | 0–125% of target | As above |
2024 Vested Stock and Value Realized
| Name | Shares Vested in 2024 (#) | Value Realized on Vesting ($) |
|---|---|---|
| Shanti Gupta | 175,000 | 2,077,500 |
Equity Ownership & Alignment
Beneficial Ownership (as of April 2025 / October 2025 where noted)
| Holder | Class A Shares | Ownership % | Notes |
|---|---|---|---|
| Shanti Gupta | 143,807 | <1% | Table shows Class A shares; combined voting power line items indicate “<1%” for small holders . |
Outstanding Equity Awards at FY 2024 Year-End (12/31/2024)
| Grant Date | Type | Unvested/Unearned (#) | Market Value ($) | Notes |
|---|---|---|---|---|
| 9/15/2021 | RSU (time-based) | 50,000 | 1,055,000 | Vests annually; time-based |
| 3/15/2024 | RSU (time-based) | 75,000 | 1,582,500 | 50% vested in 2024; remaining 50% in 2025 |
| 9/26/2024 | RSU (time-based) | 75,000 | 1,582,500 | 2025–2027 annual thirds |
| 9/26/2024 | PSU (performance-based) | 56,250 (threshold) | 1,186,875 | Payout 0–125% of target 75,000; values shown at threshold |
Alignment Policies and Pledging
- Clawback: Company maintains a clawback policy adopted in 2023, and equity plans subject awards to the Recovery of Erroneously Awarded Incentive-Based Compensation policy and any future clawbacks .
- Hedging/Pledging: Policy prohibits directors/officers from hedging/pledging company securities without pre-approval per insider trading policy and governance disclosures .
- Pledging by Mr. Gupta: No specific pledging disclosure for Mr. Gupta; footnotes discussing pledging were specific to other holders (e.g., a CEO-related entity) .
Employment Terms
| Topic | Detail |
|---|---|
| Start date and initial role | Offer letter dated 9/14/2021; appointed Chief Accounting Officer effective 9/15/2021; later promoted to EVP, COO (June 2024) |
| Base salary (offer letter) | $250,000 |
| Initial equity grant | 200,000 RSUs (time-based over 4 years) under 2020 Plan; plus separate 50,000 PSUs (performance-based) later modified to 50,000 RSUs vesting immediately on 5/31/2024 |
| Severance (without Cause) | 6 months of base salary |
| Non-compete / Non-solicit | One-year post-termination non-compete and non-solicitation (Company form agreement) |
| Qualifying Termination (illustrative payout table at 12/31/2024) | Cash severance $125,000; no equity acceleration or health benefits shown for Gupta in the proxy’s termination table |
Additional Program Features and Governance
- Compensation elements: base salary, discretionary annual bonus, and long-term equity (RSUs/PSUs) .
- Independent consultant: Compensation Committee retained Meridian; committee determined no conflicts in 2024 .
- Retirement/perquisites: NEOs may participate in a 401(k) with no company match; no separate executive retirement benefits or nonqualified deferred compensation; perquisites limited and modest .
- Options: Company has not used stock options as a long-term incentive for NEOs since FY 2021 .
Vesting Calendar and Potential Selling Pressure Indicators (supply overhang)
- 5/8/2025: 75,000 RSUs from 3/15/2024 grant scheduled to vest (second 50%) .
- 8/15/2025, 8/15/2026, 8/15/2027: 25,000 RSUs each year from 9/26/2024 time-based grant; PSUs could also vest 25,000 per year at target (0–125% outcome) subject to goal achievement and continued service .
- 2024 realized vesting: 175,000 shares vested for Mr. Gupta in 2024, with $2,077,500 value realized, indicating meaningful equity windfall and potential liquidity if shares were sold (Form 4 data not provided in proxy) .
- Hedging/pledging controls: Any hedging or pledging requires pre-approval under company policy, which mitigates alignment risks from derivatives activity .
Investment Implications
- Strong equity alignment with multi-year vesting and performance gating: Mr. Gupta’s 2024 PSU framework uses a company-performance gate (0/100) and individual performance scaler (0–150%) to determine payouts up to 125% of target, aligning with operational execution on satellite production and liquidity while retaining talent through 2027 .
- Near-term dilution/supply watch: 75,000 RSUs vest on 5/8/2025, plus 2025 PSU/RSU tranches on 8/15/2025, creating potential incremental selling pressure if liquidity is needed; monitor Form 4s around these dates .
- One-time bonus and PSU-to-RSU modification reduce 2024 performance linkage: The $400,000 discretionary cash bonus and the May 31, 2024 conversion of a 2021 PSU into 50,000 immediately vested RSUs underscore retention/recognition priorities but modestly weaken pay-for-performance for that tranche (a governance consideration) .
- Downside protection limited in severance: Gupta’s severance is relatively modest (6 months base; no equity acceleration shown in the proxy’s termination table), lowering change-of-control windfall risk but increasing retention risk should external opportunities arise .
- Governance safeguards in place: Clawback policy compliant with SEC/Nasdaq and restrictive hedging/pledging policy with pre-approval mitigate incentive misalignment and reputational risks .
Appendix: Key 2024 Summary Compensation (for context)
| Metric | 2024 |
|---|---|
| Base salary ($) | 250,000 |
| Bonus ($) | 400,000 (one-time discretionary) |
| Stock awards ($) | 2,671,750 (grant-date FV of RSUs; PSUs reported at $0 based on probable outcome) |
| All other compensation ($) | 180 |
| Total ($) | 3,321,930 |