James Tolonen
About James Tolonen
Independent director at BlackSky Technology Inc. since September 2021; age 76 as of July 16, 2025; mechanical engineering B.S. and MBA from the University of Michigan; Certified Public Accountant (inactive, CA). Former CFO of Business Objects (2003–2008, through acquisition by SAP) and Novell (1989–1998); prior COO/CFO roles at IGN Entertainment and President/CFO of Cybermedia .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Business Objects S.A. | Senior Group VP & CFO; led finance/admin; remained with SAP post-acquisition | Jan 2003–Jan 2008 (SAP through Sep 2008) | Oversaw public company finance through sale to SAP |
| IGN Entertainment Inc. | CFO & COO; Director | Oct 1999–Dec 2002 | Internet media operations oversight |
| Cybermedia | President & CFO; Director | Apr 1998–Sep 1998 (director Aug 1996–Sep 1998) | PC software finance/operations |
| Novell, Inc. | CFO | Jun 1989–Apr 1998 | Enterprise software finance leadership |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| New Relic, Inc. | Director; Audit Chair; Compensation Committee member | 2016–2022 | Public company software analytics |
| MobileIron, Inc. | Director; Audit Committee | 2014–2020 | Mobile security |
| Imperva, Inc. | Director; Audit Committee | 2012–2019 | Cybersecurity |
| Blue Coat Systems, Inc. | Director; Audit Committee | 2008–2012 | Network security |
| Taleo Corporation | Director | 2010–2012 | Talent management software |
Board Governance
- Board independence: the Board determined Tolonen is independent under NYSE rules; six of seven directors are independent .
- Committee assignments: Audit Committee Chair; Nominating & Corporate Governance Committee member; not on Compensation Committee .
- Financial expert: meets NYSE financial literacy; designated “audit committee financial expert” .
- Attendance: Board held 13 meetings in FY2024; each director attended at least 75% of Board and committee meetings; all seven directors attended the 2024 annual meeting .
- Executive sessions: non‑employee directors meet periodically without management; Chairman William Porteous presides; Chair and CEO roles are separated .
| Committee | Members | Chair | FY2024 Meetings |
|---|---|---|---|
| Audit | Tolonen, Porteous, Harvey | Tolonen | 5 |
| Compensation | Porteous, Harvey, Abraham | Harvey | 5 |
| Nominating & Corporate Governance | Abraham, Gordon, Tolonen | Abraham | 4 |
Fixed Compensation
| Component | 2024 Amount/Terms | Notes |
|---|---|---|
| Annual cash retainer | $90,000 | Payable quarterly; no additional chair, committee or meeting fees; directors may elect stock in lieu of cash |
| Retainer taken in stock (Tolonen) | $90,000 | Elected stock for all 2024 quarters |
| Retainer share grants | Mar 31: 2,068; Jun 30: 2,628; Sep 30: 4,746; Dec 31: 2,085 | Fully vested at grant |
| Director equity outstanding (RSUs) | 16,891 shares (as of 12/31/2024) | RSUs under 2021 Plan |
| Tolonen – Director Compensation (FY2024) | Fees Paid or Earned in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Amounts | 90,000 | 149,992 | 239,992 |
Performance Compensation
| Equity Award Type | Grant Value | Vesting | Change-of-Control Treatment |
|---|---|---|---|
| Initial RSU (on becoming non‑employee director) | $300,000 | 1/3 each on 1-, 2-, 3‑year anniversaries, service‑based | Full acceleration for director grants upon change in control if serving at event |
| Annual RSU (after each AGM) | $150,000 | Fully vests at 1 year or next AGM, service‑based | Full acceleration for director grants upon change in control if serving at event |
No performance metrics (TSR, revenue, EBITDA) are tied to director pay; awards are time‑based RSUs; no option grants to directors under current policy .
Other Directorships & Interlocks
- Current public boards: none disclosed for Tolonen as of 2025; prior public boards listed above .
- Company-level interlocks: BlackSky has significant related-party arrangements with Thales affiliates (Seahawk SPV Investment LLC >5% holder) and LeoStella (formerly JV with Thales Alenia affiliates), overseen under related party policies (Audit Committee oversight) .
Expertise & Qualifications
- Deep public-company CFO experience, audit committee leadership across multiple tech firms; financial reporting, internal controls, and corporate governance proficiency; CPA (inactive, CA) .
- Recognized by Board as audit committee financial expert .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Reference Date |
|---|---|---|---|
| James Tolonen | 47,566 | <1% | June 30, 2025 |
| James Tolonen | 167,483 | <1% | June 30, 2024 |
Prohibitions: Company policy bans hedging/derivative transactions, short sales, pledging, and margin accounts for directors and employees .
Say‑on‑Pay & Shareholder Feedback (2025 AGM)
| Proposal | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| Advisory vote to approve NEO compensation | 11,396,212 | 622,546 | 135,273 | 10,061,869 |
| Frequency of Say‑on‑Pay | One‑year: 11,855,777 | Two‑years: 111,156 | Three‑years: 134,940 | Abstain: 52,158 |
Related Party Transactions (Company Context)
| Counterparty | Nature | Amount/Terms | Period |
|---|---|---|---|
| Thales Alenia Space Italia S.p.A (affiliate of Seahawk >5% holder) | Purchase of two telescopes for Gen‑3 satellites | $4.5 million total | Agreement dated Dec 5, 2023 |
| LeoStella LLC (JV acquired 100% on Nov 6, 2024) | Manufacturing & services; VSA and SPC historical | VSA: $23.6m (2023); $16.8m (1H2024). SPC: $312k (2023); $4k (1H2024) | As disclosed |
| Intelsat Facility (with Seahawk & Intelsat) | Secured term loan; repaid in full | Principal repaid ≈$97.5m (Jan 1, 2023–Jul 22, 2025); Interest ≈$6.9m; Prepayment fee ≈$2.9m | Repaid Jul 22, 2025 |
| Intelsat Right of First Offer | Sale ROFO terms tied to enterprise value | Expires Oct 31, 2026 | Agreement summary |
Audit Committee reviews related party transactions; policy requires independent director approval and independence considerations .
Governance Assessment
-
Strengths
- Independent director with deep CFO and audit leadership; designated audit committee financial expert; chairs Audit Committee .
- Robust director compensation policy: simple $90k retainer; $150k annual RSU; no committee chair/member fees minimize incentives misalignment .
- Prohibitions on hedging/pledging strengthen alignment; all directors met minimum attendance; independent-only executive sessions .
-
Potential Risks / RED FLAGS
- Significant related-party exposure at company level (historical Thales/LeoStella/Intelsat financing and commercial contracts); requires continued rigorous Audit Committee oversight .
- Director equity is time‑based (no performance conditions), which is standard but lacks explicit pay-for-performance linkage; however, amount is modest and capped under policy .
-
Signals
- 2025 Say‑on‑Pay passed with large margin; annual frequency chosen—indicates investor confidence in compensation governance .
Notes on Insider Trades
- Attempted to retrieve Tolonen’s Form 4 transactions for the last 24 months using the insider-trades skill; the request returned an authorization error. As a result, recent trade-level data could not be included; ownership analysis relies on proxy beneficial ownership tables [tool error noted]. Audit committee report confirms Section 16 compliance with noted late filings for executives in 2024/2025; no late filings disclosed for Tolonen .