Rick Dunn
About Rick Dunn
Rick Dunn, age 56, has served as Satellogic’s Chief Financial Officer since January 13, 2019, bringing 25+ years of financial leadership across public and private companies and 10 years in public accounting. He is a CPA (inactive) with a B.B.A. from Pacific Lutheran University, an M.B.A. from Seattle University, and is an alumnus of Stanford GSB’s Executive Program . Under his tenure, Q3 2025 revenue increased 29% to $3.6 million and the company completed a $90 million public offering; Dunn emphasized the strengthened balance sheet and extended operating runway following the offering .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| PowerTeam Services, LLC | Chief Executive Officer | Feb 2018 – Nov 2018 | Led a utility services platform as CEO; operational and financial leadership |
| ACN Inc. | EVP & Chief Financial Officer | Oct 2014 – Jan 2018 | Oversaw finance at a telecom company; strategic finance roles |
| Trilogy International Partners Inc. | SVP & Chief Financial Officer | Not specified | Senior finance leadership at a wireless carrier |
| Western Wireless International | Corporate Controller | Not specified | Corporate controllership in international wireless operations |
| Grant Thornton LLP | Public Accounting (10 years) | Not specified | Audit/assurance foundation; CPA background |
External Roles
- None disclosed in the proxy with respect to public company directorships or committee roles for Rick Dunn .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $461,500 | $461,500 |
| Bonus ($) | $0 | $250,000 (one-time incentive) |
| Stock Awards ($) | $263,086 | $410,995 |
| All Other Compensation ($) | $11,550 | $10,995 |
| Total Compensation ($) | $736,136 | $1,132,550 |
2024 bonus was a one-time incentive triggered by the company receiving $40 million in aggregate consideration through a series of transactions .
Performance Compensation
Annual Bonus (Cash)
| Element | 2025 Target | Metric | Actual | Payout Mechanics |
|---|---|---|---|---|
| Annual Incentive | $187,500 | Not disclosed in proxy (committee-defined) | Not disclosed | Cash; annual cycle; company does not disclose specific performance metrics for NEOs |
Equity Awards (RSUs)
| Grant Date | Type | Shares/Units | Grant Value Inputs | Vesting |
|---|---|---|---|---|
| Aug 9, 2023 | RSUs | 147,801 | Grant-date price $1.78 | 9,237 vested Sep 20, 2023; 9,237 Dec 20, 2023; 9,237 Mar 20, 2024; 9,237 Jun 20, 2024; 9,237 Sep 20, 2024; 9,237 Dec 20, 2024; remainder quarterly Mar 20, 2025 – Jun 20, 2027 |
| Jun 7, 2024 | RSUs | 373,595 | Grant-date price $1.10 | 23,349 vested Jun 20, 2024; 23,350 Sep 20, 2024; 23,349 Dec 20, 2024; remainder quarterly Mar 20, 2025 – Mar 20, 2028 |
| 2025 (approved Jun 2025) | RSUs | 169,492 | Target annual equity value $600,000; RSUs under Current Plan | Equal quarterly installments Sep 20, 2025 – Jun 20, 2029 |
Equity awards for NEOs are time-vesting RSUs; no performance stock units (PSUs) or disclosed financial metric weightings/payout curves in the proxy .
Detailed Vesting Schedule (Selected Dates)
| Date | Units Vested (Grant) |
|---|---|
| Sep 20, 2023 | 9,237 (Aug 9, 2023 grant) |
| Dec 20, 2023 | 9,237 (Aug 9, 2023 grant) |
| Mar 20, 2024 | 9,237 (Aug 9, 2023 grant) |
| Jun 20, 2024 | 23,349 (Jun 7, 2024 grant); 9,237 (Aug 9, 2023 grant) |
| Sep 20, 2024 | 23,350 (Jun 7, 2024 grant); 9,237 (Aug 9, 2023 grant) |
| Dec 20, 2024 | 23,349 (Jun 7, 2024 grant); 9,237 (Aug 9, 2023 grant) |
| Beginning Mar 20, 2025 | Quarterly vesting for remaining tranches through 2027/2028 per grant schedules |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (Class A) | 134,453 shares; less than 1% of class as of Oct 15, 2025 |
| Options – Exercisable | 293,925 (grant 3/27/2019, $1.03 strike, exp 3/27/2029) ; 28,787 (grant 2/20/2021, $1.27 strike, exp 2/20/2031) |
| Options – Unexercisable | None disclosed for Dunn as of Dec 31, 2024 |
| Unvested RSUs at FY-end 2024 | 23,460 (12/2/2022 grant) ; 92,379 (8/9/2023 grant) ; 303,547 (6/7/2024 grant) |
| Market Value of Unvested RSUs (12/31/2024) | $66,861 (12/2/2022) ; $263,280 (8/9/2023) ; $865,109 (6/7/2024) |
| Pledging/Hedging | Company policy prohibits pledging and hedging for directors and certain senior officers; blackout and pre-clearance apply |
| Ownership Guidelines | Not disclosed for executives in proxy; director compensation and practices disclosed separately |
Employment Terms
| Term | Details |
|---|---|
| Appointment & Agreements | CFO effective Jan 13, 2019; Offer letter Jan 11, 2019; amended May 11, 2023 (“Dunn Offer Letter”) |
| Base Salary | $461,500 (current as of 2025) |
| Target Annual RSUs | $410,955 target value per year; vest 6.25% per quarter, subject to Board approval |
| Target Annual Bonus (2025) | $187,500 |
| Severance (mutual separation) | Six months base salary and COBRA, subject to release |
| Change-in-Control / Acceleration | RSUs accelerate if not assumed in a change-in-control; full acceleration of all options and RSUs upon termination without cause in connection with or within 12 months following a change-in-control |
| Option Exercise Post-termination | Extended exercise period of one year following termination |
| One-time CIC/Transaction Bonus | $250,000 if CIC/majority transfer/≥$40M aggregate consideration; paid Dec 2024 upon $40M threshold |
| Restrictive Covenants | Confidentiality and non-solicitation provisions per NDA dated Jan 17, 2019 |
Track Record and Notable Events
- Dunn signed multiple SEC filings and certifications (SOX 302 and 906) in 2025, underscoring responsibility for disclosure controls and fair presentation of financials .
- CFO signed the underwriting agreement and related 8-K filings for the October 2025 public offering, indicating central involvement in capital markets transactions .
- Management reported Q3 2025 revenue growth of 29% to $3.6 million and highlighted the completion of a $90 million offering to de-risk strategy; Dunn commented on the strengthened financial position and extended runway .
Compensation Structure Analysis
- Mix shift toward time-vesting RSUs: Dunn’s equity awards are RSUs with quarterly vesting; no PSUs or explicit performance metric weightings disclosed, lowering risk versus options and potentially reducing pay-for-performance sensitivity .
- Discretionary/transaction-linked cash: The $250,000 one-time payout tied to achieving ≥$40 million aggregate consideration suggests emphasis on strategic financing/transaction execution in 2024 .
- Year-over-year increase driven by equity and bonus: Total compensation rose from $736,136 (2023) to $1,132,550 (2024), primarily due to RSU grant value and the one-time incentive .
- Tax policy references: Proxy highlights 162(m) deductibility limits and 280G/4999 considerations under the Amended Incentive Plan, relevant for parachute payment planning .
Related Party & Governance Considerations
- Insider trading policy prohibits pledging and hedging—reducing alignment risk associated with collateralized positions or derivative strategies .
- Compensation Committee and governance structures (independent membership) oversee executive pay policies and equity plan administration .
- No Dunn-specific related party transactions or tax gross-ups disclosed; director fee and RSU structure disclosed separately for board members .
Risk Indicators & Red Flags
- Accelerated vesting features around change-in-control and termination (double-trigger; single-trigger if awards not assumed) can create heightened payout sensitivity in M&A scenarios .
- Quarterly vesting cadence may create predictable windows for potential selling pressure if Form 4 filings later show sales around vest dates; pledging is prohibited, mitigating a common red flag .
- One-time transaction bonus could incentivize financing or sale events—worth monitoring for alignment versus long-term operating performance .
Equity Ownership & Vesting Detail Tables
Outstanding Option Awards (as of Dec 31, 2024)
| Grant Date | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| Mar 27, 2019 | 293,925 | — | 1.03 | Mar 27, 2029 |
| Feb 20, 2021 | 28,787 | — | 1.27 | Feb 20, 2031 |
Outstanding Stock Awards (as of Dec 31, 2024)
| Grant Date | Unvested Units (#) | Market Value ($) |
|---|---|---|
| Dec 2, 2022 | 23,460 | $66,861 |
| Aug 9, 2023 | 92,379 | $263,280 |
| Jun 7, 2024 | 303,547 | $865,109 |
Beneficial Ownership (as of Oct 15, 2025)
| Holder | Class A Shares | % of Class |
|---|---|---|
| Rick Dunn (CFO) | 134,453 | <1% |
Employment & Change-of-Control Mechanics
| Provision | Summary |
|---|---|
| Mutual Separation | Six months base salary + COBRA; subject to release |
| CIC Acceleration | RSUs accelerate if not assumed; full acceleration of options and RSUs upon termination without cause within 12 months post-CIC |
| Option Exercise | 1-year post-termination exercise window |
| Transaction Bonus | $250,000 one-time bonus tied to CIC/majority transfer/≥$40M aggregate consideration; paid Dec 2024 |
Investment Implications
- Alignment: Time-vesting RSUs and prohibitions on pledging/hedging support alignment; however, the absence of disclosed PSUs or clear financial metrics reduces explicit pay-for-performance linkage in equity awards .
- Retention vs. Catalyst Sensitivity: Strong acceleration rights around CIC and a history of transaction-linked cash bonuses suggest higher sensitivity to strategic events (financing/M&A), which can affect retention and payout timing .
- Trading Signals: Quarterly vesting creates predictable supply; monitor Form 4 activity around Mar/Jun/Sep/Dec vest dates to gauge selling pressure and liquidity impacts .
- Execution Risk: Dunn’s involvement in the $90 million offering and SOX certifications underscores accountability for capital structure and controls; near-term focus remains on capital access and revenue growth trajectories (Q3 2025: +29% to $3.6 million), which are critical to incentive realizations and equity value .