Christopher J. Moore
GogoAbout Christopher J. Moore
Christopher J. Moore, age 49, is Gogo’s Chief Executive Officer and a Class II director since 2024; he joined at the close of Gogo’s acquisition of Satcom Direct on December 3, 2024 . He holds an international business degree from the University of Technology, Sydney, and brings nearly two decades in global telecom and IT across product, commercial and sales leadership roles, including Inmarsat . Company performance used in the executive compensation framework showed 2024 service revenue of $364.3M versus a $329.8M target and Adjusted EBITDA of $142.5M versus a $128.4M target; free cash flow was $41.9M and net income $13.7M, with cumulative TSR (from a 2019 base) of $126.41 in 2024 versus peer TSR $149.37 . He is a non‑independent director; Board leadership pairs an Executive Chair with the CEO and designates a Lead Independent Director to mitigate dual-role concerns .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Satcom Direct | President (moved to HQ and became President) | 2017–2024 | Led global expansion; operational leadership for SD’s business growth |
| Satcom Direct International | Vice President | 2012–2017 | Expanded global footprint; enabled subsequent transition to HQ leadership |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Inmarsat PLC | Global Sales Director (aero, maritime, land, gov’t) | Not disclosed | Led multi-vertical global sales across mission-critical connectivity |
| Trading Apps | Vice President of Sales | Not disclosed | Commercial leadership in financial technology sales |
| Horizon Mobile | Vice President of Sales | Not disclosed | Built mobile connectivity sales capabilities |
| Westcon | Product Management | Not disclosed | Product management foundation in global IT distribution |
Fixed Compensation
| Metric | 2024 | Notes |
|---|---|---|
| Base Salary ($) | $850,000 (agreement); $65,027 paid (prorated post-close) | Agreement effective at Satcom Direct closing; paid portion reflects Dec start |
| Target Bonus (% of Salary) | 100% | Determined by Compensation Committee annually |
| 2024 Non-Equity Incentive Paid | Not applicable (joined in Dec; did not participate in 2024 bonus plan) | NEO bonus plan participation excluded due to timing |
| Discretionary/Retention Cash | $2,000,000 retained (1/3 of $6,000,000 retention bonus vested at close) | Retention bonus vests 1/3 at close and 1/3 each anniversary over two years |
Performance Compensation
| Incentive | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Inducement PSUs (Tranche 1) | Average closing price ≥ $20 for 90 consecutive trading days after May 3, 2025 or CIC price ≥ $20 | Not disclosed | $20/share 90-day avg | Not disclosed | Not disclosed | Vests upon target met; also upon qualifying CIC at ≥$20 |
| Inducement PSUs (Tranche 2) | Average closing price ≥ $25 for 90 consecutive trading days after May 3, 2025 or CIC price ≥ $25 | Not disclosed | $25/share 90-day avg | Not disclosed | Not disclosed | Vests upon target met; also upon qualifying CIC at ≥$25 |
| Inducement RSUs | Time-based | n/a | n/a | n/a | n/a | 1,000,000 RSUs vest in equal annual installments over five years starting Dec 3, 2025 |
| 2025 Annual Equity (RSUs) | Time-based | n/a | $5,000,000 grant date fair value | n/a | n/a | 4-year equal annual vest starting first anniversary of 2025 grant |
Notes:
- Moore did not participate in the 2024 NEO cash bonus plan; his performance-linked incentives are primarily stock-price PSUs and time-based RSUs .
- Company-wide 2024 bonus metrics and outcomes (97.67% payout to participants) are disclosed but not applicable to Moore’s 2024 bonus .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | “—” (less than 1% as of April 22, 2025; no directly owned shares disclosed) |
| Unvested RSUs (12/31/2024) | 1,000,000 unvested RSUs; $8.09 closing price used in valuation |
| Outstanding PSUs (target) | 1,000,000 PSUs subject to $20/$25 price hurdles and 90-day averaging windows |
| Ownership Guidelines | CEO must hold 3x base salary; current executives met or are on track within 3 years of appointment |
| Hedging/Pledging | Anti-hedging and anti-pledging policy; pledges require Board/committee pre-approval |
| Upcoming Supply Overhang | RSUs: 200,000 shares per year vesting 2025–2029; PSUs: potential large releases upon sustained stock-price thresholds ($20/$25 for 90 days) |
Insider reporting note: Inducement awards are treated with a grant date of December 3, 2024 for accounting/disclosure; Form 4s were filed March 14, 2025 due to pending regulatory approvals .
Employment Terms
- Agreement: No fixed term; at-will with annual salary review; base salary $850,000; target bonus 100% .
- Retention Bonus: $6,000,000 payable 1/3 at close and 1/3 on each of the next two anniversaries; accelerated lump-sum if terminated without cause/for good reason, death/disability, or upon change-in-control, subject to release .
- Severance (non-CIC): 12 months base salary, prorated bonus based on actual performance, 12 months COBRA reimbursement, certain equity acceleration; release required .
- Change-in-Control (double-trigger): Lump sum equal to 18 months base salary plus 1.5x target bonus; up to 18 months COBRA; time-based awards accelerate; PSUs follow specific performance terms; Inducement awards governed by their own CIC mechanics .
- Non-Compete/Non-Solicit: 12 months post-employment .
- Perquisites: One-time relocation reimbursement up to $133,000, up to six months temporary housing up to $10,000/month, legal fee reimbursement up to $35,000; supplemental medical benefit offered from Jan 2025 .
Potential Payments upon Termination (illustrative, as of 12/31/2024)
| Scenario | Severance Cash ($) | COBRA ($) | Equity Acceleration Value ($) | Total ($) |
|---|---|---|---|---|
| Death/Disability | 5,700,000 | 33,486 | 8,090,000 | 13,823,486 |
| Involuntary w/o Cause | 5,769,863 | 33,486 | 8,090,000 | 13,893,349 |
| Good Reason Resignation | 5,700,000 | 33,486 | 8,090,000 | 13,823,486 |
| CIC (double-trigger) | 6,550,000 | 50,230 | 16,180,000 | 22,780,230 |
Notes: Severance figures incorporate retention bonus mechanics per footnotes; valuations use $8.09 per share (12/31/2024 close) for RSU acceleration .
Board Governance
- Role: CEO and Class II director (non-independent) since 2024 .
- Committees: Not a member of Audit, Compensation, or Nominating & Corporate Governance (committees composed solely of independent directors) .
- Board leadership: Executive Chair (Oakleigh Thorne) plus CEO structure; Lead Independent Director (Hugh W. Jones) coordinates independent oversight, agendas, liaison with shareholders, and performance reviews—mitigating combined management influence .
- Independence: Board determined Moore is not independent under Nasdaq standards; key committees are fully independent .
- Attendance: Each director met at least 75% attendance threshold in 2024; Board held six meetings .
Director Compensation (Board service)
Moore is an employee-director and does not receive non-employee director retainers; non-employee directors receive $240,000 annual retainer (cash + DSUs) plus committee chair/lead independent cash fees, all with DSU deferral options and post-vesting retention requirements .
Compensation Structure Analysis
- Equity-heavy mix with large performance-tied PSUs at price hurdles ($20/$25 for 90 days) and multi-year RSU vesting supports long-term alignment; no stock options granted in 2024 due to prior underwater experience .
- 2025 equity grants reduced aggregate grant-date value to ~55% of 2024 for all NEOs and Moore’s value to ~31% of 2024—signaling normalization post-inducement .
- Governance safeguards: clawback policy compliant with Nasdaq covering cash/equity for three years upon restatement; anti-hedging/anti-pledging; executive stock ownership guidelines (CEO 3x salary) with retention of 50% net shares until in compliance .
- No tax gross-ups (280G/4999) and no guaranteed bonuses, per stated practices .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay approval ~99%, indicating strong investor support for pay design and alignment .
Risk Indicators & Red Flags
- Hedging/pledging: Prohibited absent pre-clearance; no pledges disclosed for Moore .
- Award design: Price-hurdle PSUs could encourage stock-price focus; however, multi-year RSUs balance retention. No option repricing in 2024; option modifications applied only to departing executives (not Moore) .
- Related party transactions: Significant arrangements disclosed with GTCR and Thorndale/affiliates; no Moore-specific related transactions identified .
Equity Vesting & Insider Selling Pressure
| Award | Quantity | Vesting Schedule | Potential Pressure |
|---|---|---|---|
| Inducement RSUs | 1,000,000 | 5 equal annual tranches starting Dec 3, 2025 | Predictable annual supply of ~200,000 shares per year 2025–2029 |
| Inducement PSUs | 1,000,000 (target) | Two tranches priced at $20 and $25, requiring 90-day averages post-May 3, 2025; CIC price alternative | Event-driven potential large release upon sustained thresholds or CIC |
| 2025 RSUs | $5,000,000 grant value | 4 equal annual tranches starting first anniversary of grant in 2026 | Adds incremental supply 2026–2029 |
Expertise & Qualifications
- International business education; extensive experience in aero/maritime/government connectivity markets and commercial operations; financial and strategic planning capabilities highlighted in Board biography .
Compensation & Incentives Detail (Selected Data Points)
| Element | 2024 Amount/Terms |
|---|---|
| Salary Paid | $65,027 (prorated) |
| Target Bonus | 100% of salary |
| Bonus (Retention Portion) | $2,000,000 earned in 2024 (1/3 of $6M) |
| Stock Awards (Grant-Date Fair Value) | $16,010,000 (RSUs + PSUs) |
| Severance (Illustrative) | $13.8M–$22.8M, scenario-dependent, including equity acceleration values |
Investment Implications
- Alignment: Large, price-based PSUs and multi-year RSUs meaningfully align Moore with equity value creation; ownership guidelines and clawback strengthen discipline .
- Overhang/Supply: RSU schedules create predictable annual supply beginning Dec 2025; PSUs may trigger significant issuance upon sustained $20/$25 thresholds—monitor for 90-day windows post-May 2025 and any CIC dynamics .
- Retention & Economics: Two-year retention bonus structure and 12-month non-compete reduce short-term departure risk; double-trigger CIC severance (18 months salary + 1.5x bonus) is competitive but could be dilutive if paired with PSU accelerations at higher prices .
- Governance: Dual executive/director role is offset by a strong Lead Independent Director construct and fully independent key committees; 99% say-on-pay indicates current investor comfort with pay design amidst Satcom Direct integration .