Steven Mnuchin
About Steven T. Mnuchin
Steven T. Mnuchin, age 62, has served as a director of Satellogic since 2022 and is Chairman of the Board; he also chaired the Finance Committee during 2024 and into 2025 until committee changes on October 7, 2025 . He is the Founder and Managing Partner of Liberty Strategic Capital, and holds a B.A. from Yale University; prior roles include U.S. Treasury Secretary (Feb 2017–Jan 2021), Founder/CEO of Dune Capital, Chairman/CEO of OneWest Bank (until sale to CIT), and Partner/CIO at Goldman Sachs .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Department of the Treasury | 77th U.S. Secretary of the Treasury | Feb 2017–Jan 2021 | Led economic agenda, CFIUS chair, NSC member, cybersecurity oversight for financial services |
| Dune Capital Management | Founder, Chairman & CEO | Not disclosed in proxy | Investment leadership |
| OneWest Bank Group LLC | Chairman & CEO | Not disclosed in proxy; served until sale to CIT Group Inc. | Led bank through sale to CIT |
| Goldman Sachs | Partner; Chief Information Officer | Not disclosed in proxy | Led global information/technology strategy |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Flagstar Bank, N.A. | Lead Independent Director; Chair, Nominating & Corporate Governance; Member, Executive and Compensation | Since 2024 (Lead Independent Director; tenure noted by Aspen ESG) | Board leadership at a U.S. bank |
| Zimperium, Inc. | Director | Since 2022 | Cybersecurity portfolio company board service |
| Cybereason Inc. | Director | Since 2021 | Cybersecurity portfolio company board service |
| Satellogic Inc. | Non‑Executive Chairman (board chair) | Since 2022 | Finance Committee chair |
| Contrast Security, Inc. | Director (prior) | 2022–2023 | Prior cybersecurity board role |
| BlueVoyant, Inc. | Director (prior) | 2022–2023 | Prior cybersecurity board role |
Board Governance
- Board role and independence: Mnuchin is Chairman of the Board and is not an independent director under Nasdaq standards; he chaired the Finance Committee, which has a majority of non‑independent directors .
- Committee assignments (FY 2024): Finance (Chair), Compensation (Member), Governance (Member) .
- Committee changes (Oct 7, 2025): Kelly Kennedy replaced Mnuchin on Compensation; Miguel Gutiérrez replaced Mnuchin on Governance .
- Attendance: Each board member (including Mnuchin) attended at least 75% of board and applicable committee meetings in 2024; all directors present at the 2024 Annual Meeting .
- Committee meeting cadence (FY 2024): Audit 5; Compensation 2; Governance 1; Finance 10 .
- Board leadership structure: Chair and CEO roles separated; if Chair is not independent, a Lead Independent Director may be appointed per Corporate Governance Guidelines (policy framework) .
Fixed Compensation
- Director compensation policy (FY 2024): Independent non‑employee directors received $60,000 cash retainer; Audit Chair fee $20,000; Restricted Stock $175,000; directors affiliated with certain related parties did not receive director compensation in 2024 .
| FY 2024 Director Compensation (Steven T. Mnuchin) | Amount ($) |
|---|---|
| Fees earned or paid in cash | $0 (affiliated; not compensated) |
| Stock awards (RSUs) | $0 (affiliated; not compensated) |
| Total | $0 |
| FY 2024 Independent Director Compensation Schedule | Amount ($) |
|---|---|
| Annual cash retainer | $60,000 |
| Audit Committee Chair fee | $20,000 |
| Restricted stock (annual grant) | $175,000 grant-date fair value |
Note: Individual 2024 grants for independent directors (e.g., Ted Wang $175,000 RSUs; Kelly Kennedy $131,250 RSUs for partial year; Killalea and Galperin $235,000 elected equity) vested on May 31, 2025; Mnuchin received none due to affiliated status .
Performance Compensation
| Equity Plan Feature | Director-Specific Details | Source |
|---|---|---|
| RSUs | Time-vesting RSUs used for independent director annual retainer; 2024 RSUs vested May 31, 2025; no performance metrics disclosed for directors | |
| Performance Awards | Plan permits performance awards with criteria set by Compensation Committee; no director-specific performance metrics disclosed | |
| Clawback | All stock awards subject to company-wide Clawback Policy adopted March 26, 2025 and applicable law | |
| Change‑in‑Control | Committee may accelerate vesting/exercisability unless awards are assumed on substantially same terms by surviving/successor entity | |
| Option/SAR Repricing | Prohibited without shareholder approval |
Other Directorships & Interlocks
| Company | Relationship to SATL | Potential Interlock/Conflict Considerations |
|---|---|---|
| Liberty Strategic Capital (Mnuchin’s firm) | Significant beneficial owner via Liberty Strategic Capital (SATL) Holdings LLC; 20,000,000 shares + 20,000,000 warrants; additional 2,500,000 warrants via Liberty 77 Capital L.P. (Mnuchin may be deemed beneficial owner) | Mnuchin chairs SATL’s Finance Committee which can approve transactions with affiliates—heightened conflict oversight required |
| Flagstar Bank, N.A. | External financial institution board service (Lead Independent Director) | Information flow/industry network; no direct disclosed transactions with SATL |
Expertise & Qualifications
- Finance and markets: Extensive global financial markets, capital raising, and regulatory experience; prior CIO at Goldman Sachs; private equity investor at Liberty Strategic Capital .
- Policy/regulatory: Led Treasury, chaired CFIUS, member of NSC; cybersecurity oversight for financial services .
- Leadership: Board chair experience at SATL; bank board leadership at Flagstar .
Equity Ownership
| As of | Holder/Attribution | Class A Shares Beneficially Owned | % of Class A | Notes |
|---|---|---|---|---|
| Oct 15, 2025 | Steven T. Mnuchin (through Liberty entities) | 42,500,000 | 35.51% | Includes 20,000,000 shares + 20,000,000 warrants at Liberty SATL LLC and 2,500,000 warrants at Liberty 77 Capital L.P.; Mnuchin may be deemed beneficial owner via control roles; each party disclaims except to extent of pecuniary interest |
| Policy on pledging/hedging | Company policy | — | — | Directors prohibited from pledging/hedging company securities; no pledging disclosed for Mnuchin |
Governance Assessment
- Independence and concentration: Mnuchin is not independent and is Chairman with substantial beneficial ownership (35.51% via Liberty entities), concentrating influence and creating potential conflicts, especially given Finance Committee authority to approve affiliate transactions; this is a governance red flag requiring robust recusal and Related Party policy enforcement .
- Committee design: Finance Committee majority is non‑independent; Board acknowledges not required but asserts effectiveness; investors should monitor decisions involving capital structure, financing, and affiliate transactions for independence safeguards (e.g., Audit/independent director oversight) .
- Attendance/engagement: Met ≥75% threshold in 2024 and attended annual meeting, indicating baseline engagement; committee participation changed in Oct 2025, reducing his roles on Compensation and Governance—may improve committee independence optics .
- Compensation alignment: Mnuchin did not receive cash/equity director pay in 2024 due to affiliated status; independent directors’ comp is modest and equity‑linked with time‑vesting, and awards are subject to clawback and no repricing without shareholder approval—positive signals on pay discipline; no performance metrics tied to director equity disclosed .
- Policy protections: Insider Trading Policy prohibits pledging/hedging; broad Clawback Policy; Change‑in‑Control treatment is committee‑discretionary with exceptions if awards are assumed—generally standard but warrants monitoring for application consistency .
RED FLAGS
- Non‑independent Chair with outsized ownership and Finance Committee authority over affiliate transactions—conflict risk if Liberty‑related deals arise; ensure strict recusal and independent committee review for any Related Party transactions .
- Finance Committee not entirely independent by design; investors should weigh committee outputs with this context .
Mitigants
- Related Party Transactions Policy adopted post‑domestication; Audit Committee reviews related person transactions; independent director executive sessions; strong insider trading and clawback policies .