Magid Abraham
About Magid Abraham
Dr. Magid Abraham (age 67) has served as an independent Class I director of BlackSky Technology Inc. since September 2021; he was nominated for re‑election at the 2025 annual meeting with a term expected to run to the 2028 annual meeting . He is founder and CEO of Neurawell Therapeutics, previously the founding CEO of Comscore (took public in 2007), founder/CEO of Paragren Technologies, and former President of IRI; he was a Visiting Scholar at Stanford GSB from 2016 for three years and holds a Ph.D. and an M.B.A. from MIT and an engineering degree from École Polytechnique .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Comscore | Founding CEO; led IPO | 14 years; IPO in 2007 | Industry innovation and leadership noted |
| IRI | President | Not disclosed | Led through sustained growth and innovation |
| Paragren Technologies | Founder & CEO (CRM) | Not disclosed | Built CRM systems company |
| Stanford GSB | Visiting Scholar, taught | 2016–2019 | Academic engagement and teaching |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Neurawell Therapeutics | Founder & CEO | Current | Mental health therapeutics company |
| Various boards (commercial/institutional) | Director/Advisor | Not disclosed | General service indicated; specifics not disclosed |
Board Governance
- Independence: Board determined Dr. Abraham is independent under NYSE rules .
- Board leadership: Roles of Chair and CEO are separated; William Porteous (independent) is Chair .
- Committee assignments and meeting cadence:
| Committee | Role | Chair? | Meetings Held (FY 2024) |
|---|---|---|---|
| Compensation | Member | No (chair is Timothy Harvey) | 5 meetings |
| Nominating & Corporate Governance | Chair | Yes | 4 meetings |
| Audit | Not a member | — | 5 meetings (committee overall) |
- Board/meeting attendance: In FY 2024, the Board met 13 times; each director attended at least 75% of Board and applicable committee meetings; all seven directors attended the 2024 annual meeting .
- Executive sessions: Non‑employee directors meet in executive session; the Chair presides .
Fixed Compensation
- Outside Director Compensation Policy: Annual cash retainer of $90,000; no additional chair/committee/meeting fees .
- 2024 Director Compensation (Abraham):
| Metric | 2023 | 2024 |
|---|---|---|
| Annual Retainer (cash or stock election) | $90,000 | $90,000 (cash; not listed among stock electors) |
| Equity (Annual RSU grant fair value) | $150,000 | $149,992 |
| Total | $240,000 | $239,992 |
- Retainer election: In 2024, Porteous, Gordon, Tolonen elected to receive retainer in stock; Abraham was not among those electing stock .
Performance Compensation
- Director equity structure:
- Initial RSU grant upon joining Board: $300,000 grant date fair value; vests one‑third annually over three years .
- Annual RSU grant: $150,000 grant date fair value; vests on one‑year anniversary or next annual meeting .
- Change‑in‑control: Full vesting acceleration for non‑employee director equity upon change in control, conditioned on service through the CIC date .
| Award Type | Grant Value | Vesting Schedule | CIC Treatment |
|---|---|---|---|
| Initial RSU | $300,000 | 1/3 each year over 3 years | Full acceleration |
| Annual RSU | $150,000 | 100% after ~1 year/next annual meeting | Full acceleration |
No director performance metrics (e.g., revenue/EBITDA targets) are disclosed for director equity; awards are time‑based RSUs .
Other Directorships & Interlocks
- Compensation committee interlocks: None; no member has been an officer/employee of the Company; and no executive officer served on another company’s board/comp committee with reciprocal executive overlap in FY 2024 .
- Other current public company board roles for Dr. Abraham: Not disclosed .
Expertise & Qualifications
- Credentials: Ph.D. and M.B.A. from MIT; engineer from École Polytechnique .
- Domain expertise: Consumer/market measurement and syndicated information services; author of award‑winning articles .
- Recognition: ARF Lifetime Achievement Award; AMA Parlin Award; MIT Buck Weaver Award; EY Entrepreneur of the Year; Entrepreneurship Hall of Fame; WEF Technology Pioneer .
Equity Ownership
- Beneficial ownership:
| As‑of Date | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| June 30, 2024 (pre reverse split) | 129,911 | <1% | Pre 1‑for‑8 reverse split baseline |
| June 30, 2025 (post reverse split) | 36,122 | <1% | Updated post‑split holdings |
- Outstanding stock awards (RSUs) as of Dec 31, 2024: 16,891 shares for each non‑employee director, including Dr. Abraham .
- Hedging/pledging policy: Company prohibits short sales, derivatives, hedging, pledging, and margin accounts for directors .
Governance Assessment
- Committee impact: As chair of Nominating & Corporate Governance, Abraham influences board composition, evaluations, and governance principles; consistent meeting cadence in FY 2024 suggests active engagement .
- Independence & attendance: Independent status, 75%+ attendance threshold met, and participation in executive sessions support board effectiveness .
- Ownership alignment: Sub‑1% personal ownership with ongoing RSU exposure; policy prohibiting hedging/pledging enhances alignment; however, ownership guidelines for directors are not disclosed .
- Compensation structure: Stable cash ($90k) and equity ($150k nominal) mix across 2023–2024; no meeting/committee fees reduces potential per‑meeting incentives; CIC acceleration is standard but watch optics if transaction risk rises .
- Shareholder signals: 2025 vote results show a notably higher “withheld” count for Abraham (4,756,790 withheld vs. 7,397,241 for) compared to peer nominee DiDomenico (226,433 withheld), indicating investor scrutiny that merits engagement follow‑up .
Related‑Party Exposure (Company context to monitor)
- LeoStella: BlackSky acquired remaining 50% of LeoStella (formerly a JV with Thales Alenia Space) on Nov 6, 2024 to vertically integrate Gen‑3 satellite supply; prior VSA/SPC transactions with LeoStella were material .
- Thales: Telescope supply contracts totaling $16.4M (amended) and $4.5M with Thales affiliates (also a >5% stockholder via Seahawk) .
- Intelsat Facility: Secured loan with Intelsat and Seahawk repaid in full on July 22, 2025; approx. $97.5M principal, $6.9M interest, $2.9M prepayment fee paid since 2023; Right of First Offer agreement with Intelsat remains in effect through Oct 31, 2026 .
No Abraham‑specific related person transactions are disclosed; oversight of these company‑level relationships primarily implicates audit and governance committees .
Say‑on‑Pay & Shareholder Feedback
- 2025 AGM outcomes (Item 5.07):
- Say‑on‑Pay: For 11,396,212; Against 622,546; Abstained 135,273; Broker non‑votes 10,061,869 .
- Frequency: “One year” approved (11,855,777) vs. two years (111,156) and three years (134,940); abstained 52,158; broker non‑votes 10,061,869 .
Voting Outcomes – Director Election (2025)
| Nominee | For | Withheld | Broker Non‑Votes |
|---|---|---|---|
| Magid Abraham | 7,397,241 | 4,756,790 | 10,061,869 |
| David DiDomenico | 11,927,598 | 226,433 | 10,061,869 |
Risk Indicators & Red Flags
- Section 16(a) compliance: 2024 late Form 4s disclosed for other insiders; no late filings noted for Abraham .
- Hedging/pledging: Prohibited by policy (reduces alignment risk) .
- Shareholder support: Elevated withheld votes for Abraham in 2025 vs. peer nominee warrant investor outreach on governance priorities .
- Related parties: Material company‑level dealings with Thales/Intelsat historically; continued governance vigilance recommended; ROFO with Intelsat remains active .
Director Compensation Policy Snapshot
| Feature | Detail |
|---|---|
| Cash retainer | $90,000/year, paid quarterly; stock election permitted |
| Equity grants | Initial RSU $300,000; Annual RSU $150,000; time‑based vesting |
| CIC treatment | Full acceleration of non‑employee director equity |
| Annual cap | $500,000 aggregate director comp; $800,000 in initial year |
Equity Ownership – Outstanding Awards (Dec 31, 2024)
| Director | RSUs Outstanding |
|---|---|
| Magid Abraham | 16,891 |
Governance Notes
- Board composition and classes; Abraham is Class I .
- Prohibition of hedging/pledging underscores alignment .
- Board encourages, but does not require, attendance at stockholder meetings; all directors attended 2024 annual meeting .
Overall: Abraham is an experienced, independent director with governance leadership (nom/gov chair), consistent meeting cadence, and standard director pay/RSU mix. The 2025 withhold vote level suggests engaging shareholders on governance and strategic oversight topics; no personal related‑party or Section 16 issues are disclosed .