Brian O'Toole
About Brian O'Toole
Brian O’Toole is President, Chief Executive Officer, and a Director of BlackSky Technology (BKSY). He has served as CEO and Director since September 2021, after serving as Legacy BlackSky’s President from November 2018 and CEO of BlackSky Global from January 2019; prior roles include CTO of Legacy BlackSky (2016–2018) and CTO of GeoEye (2008–2013) . He holds a B.S. in Computer Science (Clarkson University) and an M.S. in Computer Engineering (Syracuse University) . Age: 62 . Pay-versus-performance: the company’s $100 TSR comparator equated to $87.58 in 2024 vs $90.91 in 2023, while “compensation actually paid” to the PEO was $2.85M in 2024 vs $3.38M in 2023, and net loss was $57.2M in 2024 vs $53.9M in 2023 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| BlackSky Technology / Legacy BlackSky | President; CEO (BlackSky Global); Director | President: Nov 2018–merger close; CEO (BlackSky Global): Jan 2019–merger close; Director: Jan 2019–merger close | Led transition through SPAC combination; operational leadership in geospatial intelligence |
| Legacy BlackSky | Chief Technology Officer | Jun 2016–Nov 2018 | Drove product/technology strategy before becoming President |
| OpenWhere, Inc. | Founder & Chief Executive Officer | Jul 2013–Jun 2016 | Built geospatial intelligence solutions; acquired by Legacy BlackSky |
| GeoEye Inc. | Chief Technology Officer | Aug 2008–Jun 2013 | Led strategic expansion in geospatial intelligence and LBS |
| Overwatch Systems | VP, Product Development | Not disclosed | Product leadership in defense/geospatial software |
| ITspatial | Founder & President | Not disclosed | Entrepreneurial leadership; geospatial tech |
| GE Aerospace | Technical Director & Systems Engineer | 9 years (dates not disclosed) | Systems engineering leadership |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No public-company external directorships disclosed for O’Toole |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (%) | Actual Bonus ($) | Notes |
|---|---|---|---|---|
| 2024 | 498,750 | 100% of salary earned | 461,344 | Base salary increased from $465,000 to $510,000 effective Apr 1, 2024 |
| 2023 | 465,000 | Not disclosed | 510,389 | — |
Performance Compensation
- 2024 annual cash bonus metrics for O’Toole: Company revenue (50% weight) and cash balance (50% weight); revenue finished below target, cash balance exceeded target; payout was 92.5% of target .
- Pay-versus-performance (Item 402(v)) shows alignment with shareholder outcomes; see About section figures .
| Metric (2024) | Weight | Target | Actual Result | Payout Factor |
|---|---|---|---|---|
| Company Revenue | 50% | Not disclosed | Below target | Included in 92.5% aggregate payout |
| Company Cash Balance | 50% | Not disclosed | Above target | Included in 92.5% aggregate payout |
Equity Awards and Vesting
| Grant Date | Award Type | Shares/Units | Grant Date FV ($) | Vesting Schedule |
|---|---|---|---|---|
| 9/10/2024 | RSUs | 219,144 | 1,575,645 | 25% on 9/10/2025; remainder quarterly thereafter, subject to service |
| 9/10/2023 | Stock Options | 46,875 exercisable; 65,625 unexercisable; $10.16 strike; exp 9/10/2033 | 522,619 (SCT 2023) | 1/3 vested 9/10/2024; remainder monthly thereafter, subject to service |
| 9/10/2023 | RSUs | 131,681 | Included in 1,945,999 stock awards (SCT 2023) | 25% vested 9/10/2024; remainder quarterly thereafter, subject to service |
| 9/10/2022 | Stock Options | 61,286 exercisable; 47,667 unexercisable; $17.20 strike; exp 9/10/2032 | Not separately quantified | 25% vested 9/10/2023; remainder monthly thereafter, subject to service |
| 9/10/2022 | RSUs | 23,833 | Not separately quantified | 25% vested 9/10/2023; remainder quarterly thereafter, subject to service |
Notes:
- Equity mix has recently emphasized RSUs; 2024 NEO equity was in RSUs under the 2021 Plan .
- No performance share units (PSUs) disclosed for 2024 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 485,454 shares (1.4% of outstanding) |
| Direct/Common Shares | 334,133 shares |
| Options Exercisable within 60 Days | 151,321 shares |
| Unvested RSUs Outstanding (by grant) | 219,144 (9/10/2024); 131,681 (9/10/2023); 23,833 (9/10/2022) |
| Pledging/Hedging | Company policy prohibits hedging and pledging by executives and directors |
| Ownership Guidelines | Not disclosed in proxy |
Vesting cadence and potential selling pressure:
- RSUs vest on a 25% cliff then quarterly schedule (by grant); this creates periodic unlocks that may introduce supply around vest dates, subject to trading windows and 10b5-1 plans (if any; not disclosed) .
Employment Terms
| Provision | Terms |
|---|---|
| Employment Status | At-will (confirmatory employment letter at merger) |
| Base Salary | Adjusted to $510,000 effective April 1, 2024 |
| Target Bonus | 100% of base salary earned for the year |
| Target Annual Equity Opportunity | RSUs valued at $937,500 (at grant price) plus stock options equal to 2x the RSU share count; actual awards at plan administrator’s discretion |
| Severance (outside CIC) | Tier 1: 150% of base salary; prorated target bonus; up to 18 months COBRA (or cash in lieu), subject to release |
| Change-in-Control (CIC) | Tier 1: 200% of base salary; prorated target bonus; up to 24 months COBRA; full vesting of time-based equity upon involuntary termination during CIC period (double-trigger) |
| Tax Gross-ups | No excise tax gross-ups on change in control |
| Clawback | Not explicitly disclosed; general governance practices described |
Board Governance and O’Toole’s Board Service
- Role: CEO, President, and Director (Class III Director; Director since September 2021) .
- Board leadership: Roles of Chair and CEO are separated; Chair is independent (William Porteous) .
- Independence: 6 of 7 directors are independent; O’Toole is the sole management director .
- Committees: Audit (Tolonen chair; members Tolonen, Porteous, Harvey), Compensation (Harvey chair; members Porteous, Harvey, Abraham), Nominating & Governance (Abraham chair; members Abraham, Gordon, Tolonen). O’Toole is not listed on committees .
- Attendance: Board held 13 meetings in 2024; each director attended ≥75% of Board and applicable committee meetings .
- Executive sessions: Non-employee directors meet without management; Chair presides .
Dual-role implications:
- CEO + Director structure is mitigated by an independent Chair and majority-independent Board, with separate executive sessions to preserve oversight independence .
Director compensation:
- Employees receive no director pay; O’Toole received no separate director compensation in 2024 .
Say-on-Pay & Shareholder Feedback
| Item | Result |
|---|---|
| 2025 Say-on-Pay (advisory) | For: 11,396,212; Against: 622,546; Abstain: 135,273; Broker non-votes: 10,061,869 |
| 2025 Frequency Vote | “One Year” selected (One Year: 11,855,777; Two Years: 111,156; Three Years: 134,940; Abstain: 52,158; Broker non-votes: 10,061,869) |
Compensation Committee & Peer Group
- Compensation consultant: Compensia (independent; no conflict disclosed) .
- 2024 peer group (examples): A10 Networks, BigCommerce, Brightcove, Domo, Everbridge, EverQuote, LivePerson, Model N, PROS Holdings, Quotient Technology, Sumo Logic, TrueCar, Turtle Beach, Upland Software, Xperi, Yext, Zuora .
- Best practices: significant at-risk pay, regular peer reviews, no pension/SERP, hedging/pledging prohibited, no CIC excise tax gross-ups .
Related Party Transactions (screened for O’Toole-specific issues)
- Disclosed related-party dealings involve Thales affiliates (major shareholder) and prior Intelsat facility; no personal related-party transactions involving O’Toole are disclosed .
Risk Indicators & Red Flags
- Hedging/pledging prohibited (alignment positive) .
- Late Section 16 filings disclosure includes a late Form 4 for O’Toole related to the Sept 6, 2024 reverse split (administrative timing) .
- No excise tax gross-ups; double-trigger CIC vesting (governance positive) .
Investment Implications
- Pay-for-performance: Cash bonus tied to revenue and cash balance (50/50) aligns incentives with top-line growth and liquidity; 2024 payout at 92.5% reflects balanced achievement (cash over-performance offsetting revenue under-performance) . Equity is primarily RSUs with time-based vesting, reducing optionality but increasing retention; absence of PSUs may limit direct linkage to TSR or multi-year operating targets .
- Retention and selling pressure: Meaningful unvested RSUs with quarterly vesting cadence create predictable unlocks; combined with prohibited hedging/pledging, selling pressure will be gated by trading windows and any 10b5-1 plans (not disclosed) .
- Alignment: O’Toole beneficially owns ~1.4% of shares (including options exercisable within 60 days), indicating skin-in-the-game, though not a controlling stake; policy framework (no pledging, no hedging, no gross-ups) is shareholder-friendly .
- Governance: Dual role (CEO + Director) is counterbalanced by independent Chair, majority-independent Board, and committee independence; say-on-pay support at the 2025 meeting indicates investor acceptance of the program .
- Downside/CIC protections: Double-trigger CIC with full time-based vesting and 2.0x salary multiple protects retention in strategic events without single-trigger windfalls; outside CIC severance at 1.5x supports stability .