Michael Minihan
GogoAbout Michael Minihan
General Michael A. Minihan (age 58) is a retired four‑star U.S. Air Force general appointed to Gogo’s Board on July 2, 2025 as a Class III director; his term runs until the 2028 annual meeting . He previously commanded Air Mobility Command (over 110,000 Airmen and ~1,100 aircraft) and served as Deputy Commander, U.S. Indo‑Pacific Command . As of his Form 3 filing (July 11, 2025), he reported no beneficial ownership of Gogo securities .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Air Force, Air Mobility Command | Commander | Not disclosed | Led >110,000 Airmen and ~1,100 aircraft executing global missions |
| U.S. Indo‑Pacific Command | Deputy Commander | Not disclosed | Oversaw operations across >40 nations; strategic theater leadership |
| USAF Wings/Squadrons/Joint Task Force | Command Pilot/Leader | Not disclosed | 3,400+ flying hours; leadership across airlift and tanker communities |
External Roles
| Organization | Role | Type |
|---|---|---|
| Reliable Robotics | Senior Advisor | Private company |
| Beta Technologies | Senior Advisor | Private company |
| Radia | Senior Advisor | Private company |
| California Forever | Senior Advisor | Private company |
| Victory Venture Healthcare | Senior Advisor | Private company |
| Airspace Data | Senior Advisor | Private company |
| Elanah.AI | Senior Advisor | Private company |
| Coulson Aviation USA | Senior Advisor | Private company |
| Pallas Advisors | Senior Principal | Advisory firm |
| Paladin Capital Group | Senior Advisory Group Member | Investment firm |
| Center for Asia‑Pacific Strategy | Advisor | Non‑profit/think tank |
| Candy Bomber Foundation | Chairman | Non‑profit (STEM/aviation education) |
Board Governance
- Appointment and class: Appointed July 2, 2025; Board size increased from eight to nine; serves as Class III director until the 2028 annual meeting .
- Committee assignments: None at appointment; not placed on any Board committee as of July 8, 2025 .
- Independence: Board annually determines independence under Nasdaq/SEC rules; Minihan is a non‑employee director and the Company disclosed no related‑person transactions requiring Item 404(a) reporting at appointment .
- Attendance/engagement: Board held six meetings in 2024 and all directors met ≥75% attendance; Minihan joined in 2025 so no attendance record yet .
- Lead Independent Director/structure: Board uses a Lead Independent Director model and regular executive sessions; committees consist solely of independent directors .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board retainer (non‑employee director) | $240,000 | $50,000 cash + $190,000 equity (DSUs), paid quarterly |
| Committee chair fees (if applicable) | Audit $20,000; Compensation $15,000; Nominating & Corporate Governance $10,000 | Additional cash; not applicable to Minihan at appointment |
| Lead Independent Director premium (if applicable) | $15,000 cash | Not applicable to Minihan |
- Directors may elect to receive cash in DSUs; DSUs and options (if any) are subject to post‑service retention until the earlier of one year post‑service or a change in control .
- Indemnification: Company expects to enter into a standard indemnification agreement with Minihan (form on file with 2024 10‑K) .
Performance Compensation
- No director performance‑based pay disclosed; equity is granted as deferred stock units (time‑based) for non‑employee directors .
Other Directorships & Interlocks
- Public company boards: None disclosed beyond Gogo; external roles are advisory positions primarily with private companies .
- GTCR designation/interlock: Not applicable to Minihan (GTCR’s designated director is Mark Anderson per prior agreements) .
Expertise & Qualifications
- Strategic/military communications and mobility air operations; led the “25 in ‘25” satcom initiative in Air Mobility Command (relevant to Gogo’s mil‑gov connectivity strategy) .
- Addition described by management as a “key resource” for mil‑gov segment expansion .
- Command experience and 3,400+ flight hours in airlift/tanker aircraft .
Equity Ownership
| Date | Security | Amount | Ownership Form | Notes |
|---|---|---|---|---|
| 07/11/2025 (Form 3) | Common stock | 0 | N/A | “No securities are beneficially owned.” Event date 07/02/2025 |
| Policy context | Hedging/Pledging | Prohibited unless pre‑approved; anti‑hedging and anti‑pledging policy applies to directors | Policy | Insider transactions must be pre‑cleared under the Insider Trading Policy |
Ownership as % of shares outstanding: 0% as of Form 3 (“no securities beneficially owned”) .
Insider Trades
| Form | Event Date | Filed Date | Reported Holdings | Notes |
|---|---|---|---|---|
| Form 3 (Initial Statement) | 07/02/2025 | 07/11/2025 | “No securities are beneficially owned.” | Power of Attorney filed naming Crystal L. Gordon and Zac Cotner |
Governance Assessment
-
Strengths
- Adds deep mil‑gov and satcom operational expertise aligned with Gogo’s multi‑orbit, multi‑band strategy and emerging mil‑gov growth vector .
- Standard independent director pay structure with equity via DSUs supports long‑term alignment and share retention policy; anti‑hedging/pledging mitigates risk .
- No related‑party transactions disclosed at appointment; indemnification consistent with market practice .
-
Watch items / potential conflicts (monitoring)
- Multiple advisory roles across aviation/robotics/defense; while no related‑party transactions disclosed, any future commercial dealings between Gogo and these entities would require audit committee review under Related Person Transactions Policy .
- Committee placement pending; assess eventual committee fit (Audit/Comp/N&CG) for independence and sector impact; current committees are all‑independent by charter .
-
Board effectiveness signals
- Board continues to use Lead Independent Director, quarterly executive sessions, and independent committees; 2024 attendance levels met by all directors .
- Compensation governance uses independent consultant (CSI) and maintains clawback for executives; director compensation is straightforward with DSU emphasis .
Red Flags: None disclosed at appointment; independence determination for Minihan will be made per annual process; advisory affiliations warrant routine conflict screening on transactions (no Item 404(a) transactions reported) .