Crystal L. Gordon
Executive Vice President, General Counsel, Chief Administrative Officer, and Secretary at 
Gogo
GogoExecutive
About Crystal L. Gordon
Executive Vice President, General Counsel, Chief Administrative Officer, and Secretary of Gogo Inc. (age 46). Joined Gogo in November 2022; expanded to current role in April 2024 after previously serving as EVP, General Counsel & Secretary . Education: B.S. Biology (Santa Clara University) and J.D. (University of Denver Sturm College of Law) . Company performance context during her tenure: 2024 revenue $364.3M, adjusted EBITDA $142.5M, net income $13.7M, and free cash flow $41.9M; 2024 TSR implied value of a $100 initial investment at $126.41 versus peer group $149.37 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Bristow Group Inc. | SVP, General Counsel & Head of Government Affairs; Corporate Secretary | Jun 2020 – Nov 2022 | Appointed after helping lead Bristow–Era merger |
| Era Group Inc. | SVP, General Counsel & Chief Administrative Officer | Jan 2019 – 2020 | Legal and administrative leadership pre‐merger with Bristow |
| Air Methods Corporation | EVP, General Counsel & Corporate Secretary | 2011 – 2018 | Executive legal leadership for national air medical operator |
External Roles
No external public-company directorships disclosed for Ms. Gordon in the proxy biography .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $370,001 | $431,134 |
| Target Bonus (%) | 75% of base | 80% of base (raised at Satcom closing) |
| Non-Equity Incentive Plan Bonus ($) | $140,407 | $317,427 |
| Discretionary/Other Bonus ($) | $300,000 | $200,000 (for Satcom Direct acquisition leadership) |
| Stock Awards – Grant Date Fair Value ($) | $699,996 | $596,148 |
| All Other Compensation ($) | $13,200 | $6,303 |
| Total Compensation ($) | $1,523,604 | $1,551,012 |
- Salary progression: increased from $370,000 to $445,000 in March 2024 (added CAO duties), then to $475,000 effective Dec 3, 2024 (Satcom closing), with 2024 salary shown prorated .
Performance Compensation
| Metric (2024 Plan) | Weighting | Target | Actual | Notes |
|---|---|---|---|---|
| Service Revenue | 16.67% | $329.8M | $364.3M | Exceeded target |
| Adjusted EBITDA | 16.67% | $128.4M | $142.5M | Exceeded target; EBITDA defined per plan |
| FCC Upgrade (LTE transition) | 16.67% | 600 platforms | 1,020 platforms | Exceeded target |
| Gogo 5G Milestones | 16.67% | Specific testing milestones | Not achieved at target level | Minimums defined; gating by EBITDA ≥50% |
| Galileo (GBB) Milestones | 16.67% | Regulatory/commercial milestones | Not achieved at target level | Minimums defined; gating by EBITDA ≥50% |
| AVANCE Shipments | 16.67% | 1,205 units | Not disclosed | Committee assessed overall plan at ~75% |
| Bonus Outcome | Value |
|---|---|
| Company-wide plan result | ~75% of target (pre-high performers adjustment) |
| Ms. Gordon’s payout factor | 97.67% of target |
| Ms. Gordon discretionary bonus | $200,000 (additional recognition for Satcom integration leadership) |
Equity awards policy in 2024: annual grants comprised solely of time-vesting RSUs vesting in four equal annual installments; no stock options granted due to prior underwater option experience .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (shares) | 32,649 (as of Apr 22, 2025) |
| Ownership % of Outstanding | <1% (132,245,584 shares outstanding) |
| RSUs Unvested (12/31/2024) | 106,979 units; $865,460 market value (@ $8.09) |
| 2024 RSU Grant | 70,970 RSUs (grant date 4/1/2024); 4-year equal vest from first anniversary |
| Prior RSU Grants | 42,347 (3/3/2023, 4-year vest); 12,747 (11/30/2022, 3-year vest) |
| Options | None disclosed for Ms. Gordon |
| Shares Vested in 2024 | 14,836 shares vested; $117,335 value realized |
| Stock Ownership Guidelines | 2x base salary for executives; retain 50% of net shares until compliant; as of 12/31/2024 executives had met or were on track within 3 years |
| Hedging & Pledging | Hedging prohibited; pledging strongly discouraged and requires pre-approval under strict conditions |
Employment Terms
| Term | Ms. Gordon |
|---|---|
| Employment Start | November 2022; expanded role April 2024 |
| Contract Term | No fixed term; at-will |
| Severance (No CoC) | 12 months base salary + 12 months COBRA; prior-year earned bonus payable |
| Change-in-Control (Double-Trigger) | Lump sum: 18 months base + 1.5x target bonus; up to 18 months COBRA; time-vesting awards accelerate; performance awards handled per plan (none currently) |
| Non-Compete/Non-Solicit | 12 months post-termination |
| Clawback Policy | Nasdaq-compliant clawback for restatements; covers excess incentive comp received on/after Oct 2, 2023 over prior 3 completed fiscal years |
| Tax Gross-Ups | None (no 280G/4999 gross-ups) |
| Perquisites | Supplemental medical insurance offered to executive officers beginning Jan 2025 |
| Deferred Compensation | None for Ms. Gordon |
Performance & Track Record
Company-level metrics during Gordon’s tenure:
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Net Income ($000s) | $92,059 | $145,678 | $13,746 |
| Free Cash Flow ($000s) | $57,783 | $82,687 | $41,942 |
Additional 2024 operational metrics:
- Service revenue: $364.3M (above $329.8M target) .
- Adjusted EBITDA: $142.5M (above $128.4M target) .
- FCC Upgrade transitions: 1,020 platforms (above 600 target) .
- TSR context: Company’s $100 initial investment value at $126.41; peer group $149.37 (S&P 600 SmallCap) .
Notable execution item: Awarded a $200,000 discretionary bonus for significant leadership in closing and integrating the Satcom Direct acquisition .
Compensation Structure Analysis
- Equity-heavy, time-based RSUs with 4-year vesting; no options in 2024—aligns retention and long-term value while avoiding underwater option risk . Ms. Gordon’s 2024 grant: 70,970 RSUs; 2025 grant value raised to $1.3M reflecting expanded responsibilities and integration leadership .
- Cash compensation increased with role expansion: base salary raised to $445k in March 2024 and $475k at the Satcom closing; target bonus increased from 75% to 80% of base at closing .
- Committee discretion: Despite the plan paying ~75% on metrics (5G/Galileo shortfalls), NEO payouts were set to 97.67% to acknowledge integration efforts—signals willingness to use discretion to retain and reward execution on strategic transactions .
- Governance controls: robust stock ownership guidelines, anti-hedging/pledging, and a Nasdaq-compliant clawback reduce misalignment and mitigate risk-taking incentives .
Say‑on‑Pay & Peer Benchmarking
- 2024 Say‑on‑Pay support: ~99% approval, indicating strong shareholder endorsement of compensation design .
- Peer group: Communications/satellite/internet/IT peers used for benchmarking; Compensation Strategies, Inc. (CSI) serves as independent consultant; no targeted percentile—market-informed, role-adjusted pay positioning .
Investment Implications
- Alignment and retention: Time-vested RSUs and 2x salary ownership guidelines create meaningful retention hooks; double‑trigger CoC terms (18 months salary + 1.5x bonus, RSU acceleration) are moderate and standard—low to moderate retention risk near term .
- Selling pressure: No options and anti‑hedging/pledging reduce forced selling or leverage; ongoing RSU vesting could create incremental selling over time but is moderated by retention requirements until guideline compliance .
- Execution signal: The discretionary 2024 bonus despite partial plan shortfalls highlights board support for acquisition integration and strategic execution—positive for continuity and strategic focus .
- Ownership “skin in the game”: Direct beneficial holdings are small (<1%), but substantial unvested RSUs and guideline requirements support growing alignment; monitor future Form 4s for net share accumulation versus tax withholding .