Mariam Sorond
About Mariam Sorond
Mariam Sorond is President & Chief Executive Officer (since November 29, 2023) and Chair of the Board of Directors at NextNav (NN). She is 52 and brings 30+ years across mobile, wireless, fixed and satellite networks, with prior senior roles at VMware (CTO, Service Provider & Edge), CableLabs (Chief R&D Officer), and DISH (Chief Wireless Architect) as well as earlier roles at Lucent/Nokia, ICO Global, Nextel, and PrimeCo; she holds several patents and is an active industry speaker and advisor, including service on NTIA’s CSMAC (since 2014) and the FCC’s Technical Advisory Committee (since 2022) . Under her tenure, NN combines CEO and Chair roles with a Lead Independent Director structure to mitigate governance risks .
Financial performance context during Sorond’s tenure (company-level):
- Quarterly revenue and EBITDA trends are below. NN remains pre-scale with negative EBITDA while developing PNT and spectrum monetization.
| Metric | Q4 2023 | Q1 2024 | Q2 2024 | Q3 2024 | Q4 2024 | Q1 2025 | Q2 2025 | Q3 2025 |
|---|---|---|---|---|---|---|---|---|
| Revenues ($) | 1,205,000* | 1,046,000* | 1,105,000* | 1,607,000* | 1,911,000* | 1,539,000* | 1,202,000* | 887,000* |
| EBITDA ($) | (18,252,000)* | (14,815,000)* | (14,622,000)* | (12,820,000)* | (13,228,000)* | (15,526,000)* | (16,664,000)* | (16,593,000)* |
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | 3,926,000* | 3,862,000* | 5,669,000* |
| EBITDA ($) | (61,309,000)* | (59,042,000)* | (55,484,000)* |
Values retrieved from S&P Global.*
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| VMware | Chief Technology Officer, Service Provider & Edge | 2022–2023 | Led technical strategy and partner engagements for service provider adoption and digital transformation . |
| CableLabs | Chief Research & Development Officer | 2019–2021 | Drove vision for converged broadband cable/mobile connectivity . |
| DISH | Chief Wireless Architect | 2012–2019 | Wireless expert for DISH’s entry into wireless market . |
| Lucent (now Nokia); ICO Global; Nextel; PrimeCo | Various engineering/architecture roles | n/a | Early radio/network engineering and vendor/operator leadership . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| NTIA, CSMAC | Member | Since 2014 | Federal advisory committee on spectrum management . |
| FCC Technical Advisory Committee | Member | Since 2022 | Technical advisory to FCC . |
Fixed Compensation
- 2025 adjustments (approved June 27, 2025): base salary increased to $800,000; target bonus set at 100% of base salary .
- 2024 base salary: $550,000; target bonus 60% of salary .
- No separate director fees are paid to Sorond for board service .
Multi-year summary compensation (as reported):
| Year | Salary ($) | Bonus ($) | Non-Equity Incentive ($) | Stock Awards ($) | Option Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| 2024 | 550,000 | 500 | 330,000 | 1,154,033 | 1,005,113 | 16,703 | 3,056,349 |
| 2023 | 50,000 | — | 165,000 | 10,438,445 | — | — | 10,653,445 |
| All figures per Summary Compensation Table . |
Notes:
- 2024 “All Other Compensation” reflects 401(k) matching under the Company’s plan .
- 2023 reflects sign-on equity; see Performance Compensation and Equity Ownership sections .
Performance Compensation
Annual cash bonus framework:
- 2024 target bonus: 60% of salary; payout approved at $330,000 cash to Sorond (others received RSUs) .
- 2024 goals: (1) P&L management with expense focus; (2) continued development of PNT technologies; (3) spectrum optimization activities. No specific weightings disclosed .
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| P&L management (expense) | Not disclosed | Not disclosed | Not disclosed | Part of $330,000 cash bonus | Cash paid March 2025 . |
| PNT tech development | Not disclosed | Not disclosed | Not disclosed | Part of $330,000 cash bonus | Cash paid March 2025 . |
| Spectrum optimization | Not disclosed | Not disclosed | Not disclosed | Part of $330,000 cash bonus | Cash paid March 2025 . |
Equity incentives and vesting rules:
- Options for NEOs are granted with strike equal to the greater of 110% of 20-day trailing average price or fair market value; time-based vesting fosters retention .
- 2025 CEO option grant: 295,850 options at $15.07; 25% vests 6/27/2026 then quarterly over 3 years .
Equity Ownership & Alignment
Beneficial ownership (as of record date for 2025 AGM):
- Sorond beneficially owns 538,648 shares (includes 423,014 shares plus 115,634 options exercisable within 60 days), representing less than 1% of outstanding shares .
- Directors and officers as a group held 7.7% of outstanding shares .
Outstanding equity awards (as of 12/31/2024):
| Instrument | Count/Terms | Exercise Price | Vesting/Performance | Notes |
|---|---|---|---|---|
| Options (exercisable) | 92,507 | $4.68 | 1/4 on 11/29/2024; then quarterly over 3 years | 3/15/2024 grant; expires 3/14/2034 . |
| Options (unexercisable) | 277,524 | $4.68 | Same as above | 3/15/2024 grant . |
| Time-based RSUs (unvested) | 176,471 | n/a | 1/4 on 11/29/2024; then quarterly over 3 years | From 3/15/2024 award . |
| Sign-on RSUs (time-based) | 1,000,000 (unearned line item shows value) | n/a | 1/3 at 11/29/2024; then equal quarterly over 2 years | Granted 11/29/2023 . |
| Sign-on PSUs (performance-based) | 1,000,000 (unearned) | n/a | Vest on regulatory milestone approval; 4-year performance period from 11/29/2023 | Granted 11/29/2023 . |
Key equity grants
- 11/29/2023: Sign-on RSUs (1.5M, time-based) and sign-on PSUs (1.0M, regulatory milestones) .
- 3/15/2024: RSUs 235,294 (time-based); RSUs 38,823 (bonus settlement; fully vested on grant) .
- 3/15/2024: Options 370,031 at $4.68; 1/4 vests 11/29/2024 then quarterly .
- 6/27/2025: Options 295,850 at $15.07; vesting 25% after 1 year then quarterly .
Ownership policies and selling pressure indicators
- Anti-hedging and anti-pledging policy: Hedging and pledging of NN securities by directors/officers is prohibited .
- Clawback policy adopted in 2023 consistent with SEC/Nasdaq rules for accounting restatements .
- 10b5-1 trading plans: Sorond terminated an Aug 29, 2024 plan on March 19, 2025 (which covered up to 440,075 shares tied to RSU vests) and adopted a new plan on March 21, 2025 providing for potential sale of 50% of gross shares issued upon vesting of certain awards, with a maximum of 790,734 shares (290,734 time-based RSUs and 500,000 performance-based, contingent on milestones). Plan in effect until earlier of Dec 31, 2025 or completion . This implies possible near-term supply around vest dates.
Employment Terms
- Start date and current role: CEO and Director since November 29, 2023; Chair of the Board .
- Initial compensation terms (11/29/2023): base salary $550,000; target bonus 60% of salary; annual LTI (RSUs and options) each valued at $1,000,000 (struck at ≥110% of 20-day average or FMV); sign-on RSUs and PSUs (above) .
- Severance (Qualifying Termination): Lump-sum equal to base salary; earned but unpaid prior-year bonus; up to 12 months COBRA; accelerate time-based awards that would vest within 12 months; performance awards vest per grant agreements; if terminated without cause within first 2 years, all unvested performance awards vest .
- Change-in-Control (CIC) + Qualifying termination within signing-to-12 months post-CIC: 150% of base salary + target bonus (lump-sum), COBRA up to 12 months, and time-based vesting acceleration without 12-month limit; performance awards per agreements; if terminated without cause within first 2 years, all unvested performance awards vest .
- Restrictive covenants: Confidentiality, non-compete and non-solicitation obligations per Confidentiality Agreement .
Board Governance
- Roles: CEO and Chair of the Board (combined role) .
- Independence: The Board determined all directors other than Sorond are independent under Nasdaq rules .
- Lead Independent Director: Role in place when CEO is also Chair; Alan B. Howe served since May 2024; John B. Muleta elected effective May 2025 .
- Committee memberships: None for Sorond .
- Meeting attendance: In 2024, each director attended ≥75% of Board/committee meetings; Sorond and other directors attended the 2024 Annual Meeting .
- Director compensation: Sorond receives no separate board compensation .
Director Compensation (Board Program Summary for context)
- Standard non-employee director retainer: $45,000; committee member $5,000; committee chairs $10,000 (Comp/Nom) and $20,000 (Audit); Lead Independent Director $100,000; annual equity grants (~$150,000 value; vesting to May 1, 2025). Sorond does not receive director pay .
Compensation Committee / Governance Design
- Compensation Committee oversees CEO goals and pay; CEO not present during her pay deliberations .
- For 2024, the Committee did not engage an outside compensation consultant .
- Options priced at ≥110% of 20-day average or FMV and service-vesting; structure is generally shareholder-friendly and avoids option repricing .
Risk Indicators & Red Flags
- Anti-hedging/anti-pledging policy reduces alignment risks from hedging/pledging .
- Clawback policy for restatements adopted (SEC/Nasdaq-aligned) .
- Trading plan indicates potential selling pressure around vesting dates up to 790,734 shares in 2025 (performance component contingent) .
- Dual role (CEO + Chair) mitigated by Lead Independent Director and independent majority .
Equity Ownership & Alignment Details
| Item | Detail |
|---|---|
| Beneficial ownership | 538,648 shares (<1%); includes 115,634 options exercisable within 60 days . |
| Vested vs unvested | Options: 92,507 exercisable; 277,524 unexercisable (3/15/2024 grant) . RSUs: 176,471 unvested from 3/15/2024 grant; long-dated sign-on RSUs/PSUs outstanding . |
| Pledging/hedging | Prohibited by policy . |
| Ownership guidelines | Not disclosed. |
| 10b5-1 plans (2025) | New plan allows sales of up to 50% of gross shares on vesting, max 790,734 shares; prior plan (up to 440,075 shares) terminated . |
Investment Implications
- Pay-for-performance and retention: 2024 payout structure mixed cash/equity, with significant unvested time-based RSUs, PSUs tied to regulatory milestones, and options priced at a premium to market—aligning value creation with milestone execution and stock price appreciation. 2025 increases in base and target bonus (to $800k and 100%) reflect market benchmarking but raise fixed compensation; ongoing equity mix keeps at-risk exposure .
- Selling pressure and float dynamics: 10b5-1 plan could introduce periodic supply as RSUs vest in 2025; up to 790,734 shares are eligible under the plan, including a contingent 500,000 performance-based component .
- Alignment and safeguards: Prohibitions on hedging/pledging and a formal clawback policy reduce governance risk; options set above market and service-vesting support shareholder alignment .
- Governance quality: CEO-Chair dual role is counterbalanced by a Lead Independent Director and independent board majority; Sorond holds no committee seats and receives no director pay, supporting governance independence around compensation decisions .
- Execution risk and performance backdrop: Revenue is growing off a small base with persistent negative EBITDA as NN scales PNT and spectrum strategies; equity awards emphasize regulatory and commercialization milestones, concentrating upside on execution .
All document-specific facts, numbers, and terms are sourced from NextNav’s 2025 DEF 14A proxy, 2025 10-Q (Q1), and related 8-Ks as cited throughout.