Monte J. M. Koch - Director | Gogo (GOGO) Executive Profile & Compensation

About Monte J. M. Koch

Independent Class II director at Gogo Inc. since 2024; age 61. Koch is a private investor and strategic advisor with prior senior investment banking roles (Global Head of Real Estate Investment Banking and Chair of M&A for the Americas at Deutsche Bank Securities) and board experience in real estate marketplaces and hospitality. He holds a BBA from The College of William & Mary and brings aviation and technology industry exposure through leadership and board service. Independent status affirmed by the Board’s 2025 review; committee membership: Nominating & Corporate Governance.

Past Roles

Organization	Role	Tenure	Committees/Impact
Deutsche Bank Securities Inc.	Global Head of Real Estate Investment Banking; Chair of M&A for the Americas	1999–2007	Led real estate IB globally; chaired Americas M&A
BDT & MSD Partners (f/k/a BDT & Company)	Partner	2016–2020	Merchant banking; strategic advisory
Ten-X.com	Co-founder; Director	2008–2017	Built online real estate marketplace

External Roles

Organization	Role	Tenure	Committees/Impact
Choice Hotels International, Inc. (NYSE: CHH)	Director	Since March 2014	Public company governance experience
National Business Aviation Association (NBAA)	Board Member; Chair Emeritus	Board: 2005–2023; Chair Emeritus ongoing	Industry advocacy and aviation expertise

Board Governance

Committee assignments: Nominating & Corporate Governance Committee member; committee held 2 meetings in 2024 (Chair: Michele Coleman Mayes; Members: Mark Anderson, Monte J. M. Koch).
Independence: Board affirmed Koch is independent under Nasdaq standards; audit, compensation, and nominating committees consist solely of independent directors.
Board & attendance: Board held 6 meetings in 2024; each director attended at least 75% of Board and committee meetings; lead independent director framework in place (Lead Independent Director: Hugh W. Jones).
Risk oversight: Nom & Governance oversees corporate governance and succession; audit and compensation committees have defined risk oversight remits.

Fixed Compensation

Director compensation structure: Annual retainer $240,000 (cash $50,000; equity $190,000 via Deferred Share Units), paid quarterly; Audit Chair +$20,000 cash; Compensation Chair +$15,000; Nominating & Governance Chair +$10,000; Lead Independent Director +$15,000; no meeting fees; directors may elect to take cash portion in DSUs; retention policy requires holding shares from DSU settlement/options until the earlier of one year after board service or a change in control.

Component	Amount	Terms
Annual cash retainer	$50,000	Paid quarterly; deferrable into DSUs
Annual equity (DSUs)	$190,000	Granted quarterly; DSUs under 2016 and 2024 plans
Chair/Lead fees	Audit $20,000; Comp $15,000; NomGov $10,000; Lead $15,000	Cash; deferrable into DSUs
Meeting fees	$0	No fees for Board/committee meeting attendance

Koch’s 2024 actual compensation (prorated; joined July 17, 2024): | Year | Fees Earned (Cash) ($) | Stock Awards ($) | Total ($) | |---|---:|---:|---:| | 2024 | 22,774 | 86,534 | 109,308 |
Koch’s DSU grants in 2024: | Grant Date | DSUs (#) | Grant Date Fair Value ($) | |---|---:|---:| | 9/30/2024 | 5,437 | 39,038 | | 12/31/2024 | 5,871 | 47,496 |

Performance Compensation

Element	Structure	Performance Metrics
Director equity	DSUs (time-based)	No performance conditions disclosed; quarterly DSU grants at fixed values

Other Directorships & Interlocks

Company	Role	Interlock/Conflict Notes
Choice Hotels International, Inc.	Director (since 2014)	No related-party transactions disclosed with Gogo; standard public board role
NBAA	Board Member (2005–2023); Chair Emeritus	Industry association; no related-party transactions disclosed

Related-party transactions: Proxy discloses GTCR-related agreements due to director Mark Anderson’s affiliation; no transactions or special arrangements identified involving Koch.

Expertise & Qualifications

Financial and strategic planning, investments/M&A, governance; technology/aviation exposure.
Public company governance experience; senior leadership and strategy background.
Industry experience across wireless/telecom/airline and hospitality.

Equity Ownership

Item	Value
Beneficial ownership (shares)	— (less than 1%)
Ownership % of outstanding shares	<1%
DSUs outstanding (12/31/2024)	11,308
Vested DSUs (eligible for settlement upon termination)	16,818
Stock options (exercisable/unexercisable)	None
Anti-hedging/pledging policy	Hedging prohibited; pledging requires Board pre-approval; insider trading policy enforced
DSU/option retention policy	Must retain shares from DSU settlement/options until earlier of 1 year post-board service or change in control

Governance Assessment

Alignment and independence: Koch is an independent director with relevant sector expertise (aviation, hospitality/real estate) and M&A leadership, serving on the Nominating & Corporate Governance Committee—supports board refresh, succession, and ESG oversight.
Engagement: Board and committee cadence (6 Board; 2 NomGov) and policy requiring 75%+ attendance indicate baseline engagement; DSU retention and anti-hedging/pledging strengthen alignment.
Compensation and ownership: Director pay mix is balanced (cash + DSUs), with Koch’s 2024 pro-rated grants documented; no options or pledging disclosed; vested DSUs create post-service settlement alignment.
Conflicts and related-party exposure: No Koch-specific related-party transactions identified; GTCR arrangements relate to another director.
Shareholder signals: 2025 say-on-pay showed strong support (88,650,054 “FOR” vs 15,341,324 “AGAINST”); director elections resulted in reelection of Class III nominees (Koch not up in 2025), suggesting stable governance backdrop.

RED FLAGS: None disclosed for Koch regarding related-party transactions, hedging/pledging, meeting fee anomalies, option repricing, or low support in director elections (not on ballot in 2025).