Hayden Olson
GogoAbout Hayden Olson
Hayden Olson (age 45) is Executive Vice President and General Manager, Satcom Direct Government (“SD Government”) at Gogo, joining at the close of Gogo’s acquisition of Satcom Direct on December 3, 2024. He holds a B.S. in Business from the University of Central Florida and an MBA from Rollins College, Crummer Graduate School of Business . Company performance context around his start: 2024 service revenue was $364.3 million and adjusted EBITDA $142.5 million, with free cash flow of $41.9 million and cumulative TSR of $126.41 (value of $100 invested since 12/31/2019), underscoring a pay-for-performance framework tied to revenue, EBITDA and cash generation .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Satcom Direct | SVP & GM; later GM SD Government | 2021–2024 | Led and integrated government/military segment operations pre- and post-acquisition |
| Erickson Inc. | VP & GM, Aerosystems | 2019–2021 | Managed aerospace systems business unit P&L and operations |
| Olson Advisory Group | Founder | Prior to 2021 | Strategic consulting in aerospace; entrepreneurial operating experience |
| Various Aerospace & Defense companies | Leadership roles | 2005–2021 | Progressive leadership across A&D, building domain and operating expertise |
External Roles
No public company directorships or external board roles disclosed for Olson. (Not disclosed in proxy) .
Fixed Compensation
- Base salary set at $325,000 effective December 3, 2024; unchanged in 2025 review .
- 2024 reported salary (partial-year) was $24,863 .
- Target annual bonus opportunities: 30% of base for Company-wide goals plus 30% for military/government segment goals (total 60% target), to be set by the Compensation Committee .
- 2024 non-equity annual bonus plan: Olson did not participate due to December start; instead, received a retention bonus (see below) .
| Year | Base Salary (set) | Reported Salary Paid | Target Bonus Structure | Notes |
|---|---|---|---|---|
| 2024 | $325,000 | $24,863 | Not in 2024 plan; retention program applies | Joined Dec 3, 2024 |
| 2025 | $325,000 (no increase) | n/a | 30% Company + 30% Gov’t segment | Metrics set by Committee |
Performance Compensation
- Retention bonus: $1,500,000, vesting one-third at closing (Dec 3, 2024), and one-third on each anniversary thereafter, subject to continued employment; $500,000 was recognized in 2024 .
- Inducement equity (Nasdaq Rule 5635(c)(4)): 25,000 time-based RSUs granted Dec 3, 2024; vest in five equal annual installments starting Dec 3, 2025; no PSUs for Olson .
- 2025 annual equity grant: $400,000 (RSUs), vesting equally over four years beginning on the first anniversary of grant .
| Incentive | Metric/Terms | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Retention Bonus | $1.5M total; $0.5M vested at close; remaining $1.0M vests over next two anniversaries | n/a | Service-based | $500,000 paid/earned in 2024 | 1/3 at 12/3/2024; 1/3 at 12/3/2025; 1/3 at 12/3/2026 |
| Inducement RSUs (2024) | 25,000 RSUs | n/a | Service-based | Grant-date fair value $202,500 | 5-year equal annual tranches starting 12/3/2025 |
| Annual RSUs (2025) | $400,000 grant | n/a | Service-based | n/a | 4-year equal annual tranches starting first anniversary of grant |
| Annual Bonus (2025) | Company goals (30%); Gov’t segment goals (30%) | 60% total | To be established by Committee | n/a | Annual payout based on performance |
Equity Ownership & Alignment
- Beneficial ownership: No reported common stock beneficially owned (<1%) as of April 22, 2025 .
- Outstanding unvested equity (12/31/2024): 25,000 RSUs; market value $202,250 at $8.09/share .
- Stock ownership guidelines: 2x base salary for executive officers; retain 50% of net shares until guideline met; Olson is on track to comply within three years of appointment .
- Hedging/pledging: Anti-hedging and anti-pledging policy; any pledging requires rigorous pre-approval (sparingly permitted); anti-derivative restrictions in place .
| Ownership Detail | Amount | Notes |
|---|---|---|
| Common shares beneficially owned | — (<1%) | No direct/indirect holdings disclosed |
| Unvested RSUs (12/31/2024) | 25,000 | 5-year vest schedule starting 12/3/2025 |
| Market value of RSUs (12/31/2024) | $202,250 at $8.09/share | |
| Compliance with ownership guidelines | On track within 3 years | 2x salary; 50% net share retention |
| Hedging/Pledging | Prohibited without pre-approval; anti-hedging policy | Reduces alignment risk |
Employment Terms
- Employment agreement (effective Dec 3, 2024):
- Base salary $325,000; annual review for increases .
- Annual bonus targets: 30% Company goals + 30% Gov’t segment goals .
- Annual equity awards subject to Board/Committee approval; four-year vesting .
- Relocation benefits: up to $50,000 if relocating to Denver area within six months; temporary housing up to $10,000/month for six months .
- Severance (without cause, good reason, or death): 12 months base salary; pro-rated annual bonus based on actual performance; 12 months COBRA reimbursement; payment of any earned but unpaid prior-year bonus; acceleration of equity per plan terms; subject to release .
- Non-compete and non-solicit: 12 months post-employment .
- Retention agreement (Nov 13, 2024): Unpaid retention bonus paid in lump sum within 60 days upon termination without cause, good reason, death/disability, or upon change in control; subject to release .
- Change-in-control agreement: Double-trigger severance equal to 18 months base salary + 1.5x target bonus; up to 18 months COBRA; immediate vesting of unvested time-based awards upon termination; Inducement Awards follow special CIC treatment (see below) .
| Scenario (as of 12/31/2024) | Severance Cash | Benefits (COBRA) | Equity Acceleration | Total |
|---|---|---|---|---|
| Death/Disability | $1,520,000 | $33,601 | $202,250 | $1,755,851 |
| Involuntary Termination (no cause) | $1,546,712 | $33,601 | $202,250 | $1,782,563 |
| Good Reason Resignation | $1,520,000 | $33,601 | $202,250 | $1,755,851 |
| Termination in connection with CIC (double-trigger) | $1,780,000 | $50,401 | $202,250 (time-based awards) | $2,032,651 |
- Inducement Award CIC treatment (special): If not assumed/honored, all time-based RSUs accelerate; if assumed, 25% of CIC-triggered vest defers to the earlier of 1-year post-CIC or qualifying termination; PSUs terms are not applicable to Olson (no PSUs); retirement/disability provisions provide limited acceleration/continued eligibility windows per award terms .
Compensation Structure Analysis
- Mix skewed to at-risk pay: Inducement RSUs (5-year) and annual RSUs (4-year) emphasize long-term alignment; 2025 bonus split between Company and SD Government segment performance adds operational accountability .
- No tax gross-ups; clawback policy compliant with Nasdaq (applies to cash and equity, including vested/unvested) .
- Anti-hedging/anti-pledging reduces misalignment risk; ownership guidelines enforce net-share retention until compliance .
- Peer group benchmarking used for competitiveness (e.g., Calix, Iridium, Comtech; etc.) .
Say-On-Pay & Shareholder Feedback
- 2024 say‑on‑pay approval was ~99%, supporting the pay-for-performance framework (context for broader program Olson participates in from 2025) .
Equity Ownership & Alignment Details
| Item | Policy/Status | Citation |
|---|---|---|
| Stock ownership guideline | 2x base salary; retain 50% net shares until met | |
| Compliance | On track within 3 years of appointment | |
| Hedging/Pledging | Prohibited; limited pledging only with pre-approval | |
| ESPP | Broad-based plan in place |
Employment Contracts, Severance, and Change-of-Control Economics
- Severance multiples: 12 months base + pro‑rated bonus; CoC double-trigger: 18 months base + 1.5x target bonus; COBRA reimbursements included .
- Inducement Award vesting: service-based RSUs accelerate if not assumed in CIC; otherwise partial deferral and acceleration upon qualifying termination; retirement/disability terms permit limited acceleration/continued vesting windows .
- Non-compete/non-solicit: 12 months post-employment .
- Relocation support: up to $50,000 and temporary housing up to $10,000/month for six months .
- Clawback: Recovery of incentive comp (cash/equity) for material restatements (three preceding fiscal years) .
Performance & Track Record
- Olson’s Gogo tenure began Dec 2024; limited direct attribution to pre-close financials. Company performance context: 2024 revenue $364.3m; adjusted EBITDA $142.5m; FCF $41.9m; cumulative TSR $126.41, peer TSR $149.37 (S&P 600 SmallCap baseline) .
- Bonus framework emphasizes free cash flow, revenue, adjusted EBITDA, and strategic milestones (e.g., product launches), which are likely to cascade into SD Government goals from 2025 onward .
| Company Performance (FY 2024) | Value |
|---|---|
| Service Revenue | $364.3 million |
| Adjusted EBITDA | $142.5 million |
| Free Cash Flow | $41,942 thousand |
| Cumulative TSR (value of $100 since 12/31/2019) | $126.41 |
Risk Indicators & Red Flags
- Pledging/Hedging: Prohibited without stringent pre-approval; no pledges disclosed for Olson .
- Options repricing: None; Olson has no options .
- Tax gross-ups: None .
- Clawback policy: In force (Nasdaq-compliant) .
- Related party transactions: None involving Olson disclosed .
Compensation Peer Group (Benchmarking)
- Representative peers used for market calibration include ATN International, Aviat Networks, Calix, Cambium Networks, Comtech, Digi International, InterDigital, Iridium, Ooma, Perficient, Ribbon, Shenandoah, among others .
Fixed Compensation (Detail Table)
| Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| 2024 | 24,863 | 500,000 (retention) | 202,500 | — | — | 400 | 727,763 |
Performance Compensation (Detail Table)
| Award | Grant Date | Shares/Units | Terms | Grant Date Fair Value |
|---|---|---|---|---|
| Inducement RSUs | 12/3/2024 | 25,000 | Vest in five equal annual tranches starting 12/3/2025 | $202,500 |
| 2025 Annual RSUs | 2025 (Q1 approval) | n/a (value-based) | RSUs vest equally over 4 years starting first anniversary of grant | $400,000 |
Equity Ownership & Alignment (Detail Table)
| As of 12/31/2024 | Amount | Notes |
|---|---|---|
| Beneficially owned shares | — (<1%) | No common stock reported |
| Unvested RSUs | 25,000 | 5-year vest schedule beginning 12/3/2025 |
| Market value of unvested RSUs | $202,250 at $8.09/share |
Employment Terms (Detail Table)
| Term | Provision |
|---|---|
| Base salary | $325,000; annual review |
| Target bonus | 30% Company + 30% Gov’t segment |
| Annual equity | RSUs; 4-year vest |
| Relocation/Temp housing | Up to $50,000; up to $10,000/month for 6 months |
| Severance (no cause/good reason/death) | 12 months base; pro-rated bonus; 12 months COBRA; earned unpaid bonus; equity per plan; release required |
| Change-in-control (double-trigger) | 18 months base + 1.5x target bonus; COBRA up to 18 months; time-based award vesting per plan; Inducement Awards per special CIC treatment |
| Non-compete / Non-solicit | 12 months post-employment |
| Retention bonus | $1.5M, 1/3 at close; 1/3 each anniversary; unpaid portion accelerates on specified terminations/CIC |
| Clawback | Nasdaq-compliant, covers cash/equity incentive comp |
Investment Implications
- Retention and vesting cadence: Two remaining retention tranches (Dec 2025 and Dec 2026) plus multi-year RSU schedules create strong near-term retention incentives and predictable potential selling-to-cover tax events beginning Dec 2025; mitigated by 50% net-share retention policy and ownership guidelines .
- Alignment and performance levers: 2025 bonus split ties Olson’s pay to both enterprise and SD Government segment execution, aligning incentives with revenue and EBITDA objectives and segment milestones .
- Downside protections and CIC dynamics: Double-trigger severance (18 months base + 1.5x bonus) and Inducement Award CIC mechanics reduce forced turnover risk in strategic scenarios while maintaining alignment via service-based RSUs .
- Ownership risk flags: No pledging/hedging; no options; no related-party transactions disclosed—low governance red flags; clawback coverage enhances discipline .