Timothy Harvey
About Timothy Harvey
Timothy Harvey (age 69) is an independent director at BlackSky and currently chairs the Compensation Committee; he has served on the Board since September 2021 and is also a member of the Audit Committee . He holds a finance degree from the University of Florida and served four years as an officer in the U.S. Marine Corps . Harvey’s background includes executive leadership in cybersecurity and commercial technology, aligning well with BlackSky’s space and intelligence mission .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| VTS, Inc. | Executive Chairman | Since April 2017 | Oversight of growth and governance |
| BAE Systems Plc | President, Commercial Solutions | Dec 2014 – Apr 2017 | Led commercial solutions post-acquisition of SilverSky |
| SilverSky | Chief Executive Officer | Through Dec 2014 (sale to BAE) | Grew and sold the business to BAE |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| OpenWeb | Director | Currently serves | Social engagement platform; governance oversight |
| NoFraud | Director | Currently serves | Fraud prevention; risk oversight |
| Electric AI | Director | Currently serves | IT security/services; technology governance |
| Keyfactor | Director | Currently serves | Digital identity management; security oversight |
Board Governance
- Committee assignments: Audit Committee member; Compensation Committee chair; independent under NYSE rules .
- Board independence: Harvey is one of six independent directors out of seven; Board maintains separated Chair (William Porteous) and CEO roles to enhance oversight .
- Risk oversight: Audit oversees financial reporting and related-party transaction process; Compensation oversees compensation risk; Nom/Gov oversees governance guidelines .
- Attendance and engagement: Board held 14 meetings in FY2023; each director attended at least 75% of Board and applicable committee meetings; all seven directors attended the 2023 annual meeting .
- Executive sessions: Non-employee directors meet in executive session; Chairman presides .
Fixed Compensation
| Component | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Annual Cash Retainer ($) | 90,000 | 90,000 (portion in stock for Q3–Q4 policy; see performance table) | 90,000 (paid in cash; stock election noted for other directors) |
Notes:
- Outside Director Compensation Policy allows directors to elect the annual cash retainer in shares; in 2024, three directors elected stock in lieu of cash (Porteous, Gordon, Tolonen), while Harvey’s fees were paid in cash .
- No meeting fees disclosed; compensation structured as retainer plus annual equity .
Performance Compensation
| Component | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Stock Awards ($) | 149,999 | 150,000 | 149,992 |
| Option Awards ($) | — | — | — |
Detailed RSU Grants (Retainer in Stock Elections):
| Grant Type | Grant Date | Units/Shares | Vesting |
|---|---|---|---|
| Retainer RSUs (Q3 2023; policy election) | Sep 30, 2023 | 19,230 RSUs | 100% vested at grant |
| Retainer RSUs (Q4 2023; policy election) | Dec 31, 2023 | 16,071 RSUs | 100% vested at grant |
Policy terms and governance:
- Equity granted under 2021 Equity Incentive Plan; grant-date fair value determined under U.S. GAAP .
- Change-in-control: all outstanding director equity awards accelerate vesting in full if the individual remains a non-employee director through the transaction date (single-trigger for directors) .
- Annual director compensation cap: $500,000 per fiscal year ($800,000 in initial year) inclusive of equity grant-date fair value and cash fees .
Other Directorships & Interlocks
- Public company directorships: None disclosed for Harvey .
- Compensation Committee interlocks: None—no Company executive served on another entity’s board or compensation committee with reciprocal ties in FY2023 .
- Shared directorships with customers/suppliers: None disclosed involving Harvey; related-party transactions primarily involve Thales/Intelsat facilities with Board oversight through policies and Audit Committee .
Expertise & Qualifications
- Finance education and Marine Corps service with operational leadership background .
- Executive experience leading cybersecurity/software and commercial solutions businesses (SilverSky, BAE Commercial Solutions, VTS), relevant to BlackSky’s technology and security ecosystem .
- Board-level governance experience across technology companies of similar size/scale .
Equity Ownership
| Metric | As of Jun 30, 2023 | As of Jun 30, 2025 |
|---|---|---|
| Shares Beneficially Owned | 12,421 | 31,929 |
| Ownership % of Outstanding | <1% | <1% (based on 34,853,623 shares outstanding) |
| Outstanding Stock Awards (unvested/DSUs etc.) | 130,908 shares underlying stock awards (12/31/2023) | 16,891 shares underlying stock awards (12/31/2024) |
| Pledging/Hedging | Prohibited by Company insider trading policy (including pledging, derivatives, margin) | Prohibited |
Notes:
- Reverse stock split 1-for-8 effected September 6, 2024—proxy disclosures reflect split-adjusted amounts where indicated .
- Section 16(a) compliance: 2024 late filings disclosed for certain officers and one director (DiDomenico correction); no late filings identified for Harvey in 2024 disclosures .
Governance Assessment
-
Strengths
- Independence and dual committee service, including chairing Compensation Committee; indicates board trust in governance and pay oversight .
- Demonstrated engagement: board/committee activity levels (Board: 14 meetings FY2023; Audit: 5 meetings FY2024; Compensation: 10 meetings FY2023; 11 meetings FY2022) .
- Ownership alignment through annual equity and ability to elect stock in lieu of cash (Harvey elected RSUs for Q3–Q4 2023 retainer), with hedging/pledging prohibited .
- Clear related-party transaction policy with independent oversight; Audit Committee reviews related-party matters .
-
Potential Investor Considerations
- Director equity acceleration on change-in-control is single-trigger for non-employee directors—common in director compensation but may be viewed as less performance-contingent; monitor overall director equity mix and limits ($500k cap) .
- External board roles are primarily in private, tech/security firms; no disclosed conflicts with BlackSky’s customers/suppliers; continue monitoring for new related-party ties, especially given Thales/Intelsat historical arrangements overseen via policy .
-
RED FLAGS
- None disclosed specific to Harvey: no pledging/hedging, no related-party transactions involving him, no Section 16(a) late filing noted for Harvey .