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Aparna Chitale

Chief People Officer and Executive Vice President, Customer Operations at Virgin Galactic HoldingsVirgin Galactic Holdings
Executive

About Aparna Chitale

Aparna Chitale is Chief People Officer and Executive Vice President, Customer Operations at Virgin Galactic (SPCE). She is 48 years old and has served as Chief People Officer since September 2021, adding Customer Operations leadership in March 2025; she brings 25+ years of global HR and operations experience across aerospace, technology, and entertainment, with a Master of Arts in Personnel Management & Industrial Relations (Tata Institute of Social Sciences) and a B.Sc. in Chemistry (Pune University) . 2024 company performance under the annual incentive program was assessed at 102.5% of target, and her individual performance modifier was 120%, reflecting contributions to workforce planning for the Delta program, ramping the Arizona Spaceship Factory, and implementing strategic security programs . Prior PSU awards tied to stock price hurdles ended with zero payout, underscoring strict pay-for-performance alignment and stock price underperformance relative hurdle thresholds .

Past Roles

OrganizationRoleYearsStrategic Impact
Disney Parks, Experiences and ProductsVice President of Human ResourcesNov 2014 – Sep 2021Led HR strategy for international parks (Paris, Shanghai, Hong Kong, Tokyo) and global consumer products, cruise line, and corporate functions; executed global-scale talent and culture initiatives .

External Roles

  • None disclosed in the proxy for public-company boards or similar positions .

Fixed Compensation

Metric202220232024
Approved Base Salary ($)$400,000 $450,000 $470,000
Salary Paid ($)$400,000 $436,538 $464,615
Target Bonus % of Base80% (per employment agreement) 80% 80%
Actual Annual Bonus Paid ($)$285,000 $440,000 $462,480
All Other Compensation ($)$21,056 $20,498 $21,446 (incl. $20,700 401(k), $746 life premium)

Performance Compensation

Incentive TypeMetric(s)WeightingTargetActual/PayoutVesting & Settlement
Annual Cash Bonus (2024)Company: safety culture, financial, Delta program goals; Individual: role-specific objectives Not disclosedThreshold $94,000; Target $376,000; Max $752,000 Company performance multiplier 102.5% and individual modifier 120%; Paid $462,480 Cash, annual performance period .
LTIP (2024)Delta program milestones and Free Cash Flow management Not disclosedThreshold $156,250; Target $312,500; Max $625,000 Not yet disclosed (one-year performance period ended 12/31/2024 plus one-year service vest) Cash-settled; 1-year performance + 1-year service vest .
RSU (Annual, granted 3/13/2024)Time-basedN/A26,939 shares; $915,926 grant-date fair value N/A50% vests on first anniversary; 50% on second; expected to be settled in cash .
PSUs (2022/2023)Stock price hurdles over multi-year performance periodNot disclosedVarious hurdles (threshold 5% stock price CAGR for 2022 PSU) Zero payout; hurdles not attained (2022 performance period ended Mar 2025) Equity awards; performance-based; tracking at zero payout as of 12/31/2024 .

Equity Ownership & Alignment

ItemDetail
Beneficial Ownership4,689 shares (<1%); includes 4,595 shares held directly and 94 RSUs vesting within 60 days of 3/31/2025; base outstanding shares 39,991,026 .
Options/PSUsNo options reported for Ms. Chitale in beneficial ownership; prior PSUs tracked to zero payout .
Ownership GuidelinesExecutives at EVP level must hold 3x base salary in shares within five years; counts actual shares and unvested RSUs; options/PSUs do not count .
Hedging/PledgingProhibited for directors, officers, and employees (no short sales, derivatives, collars, or pledging) .
Settlement Mechanics2024 RSUs expected to be cash-settled, reducing share issuance/sale pressure .

Employment Terms

TermDetail
Employment AgreementEffective Sept 11, 2021; service as Chief People Officer from Sept 30, 2021; expanded to EVP, Customer Operations in Mar 2025 .
Initial CompensationBase salary $400,000; target bonus 80% of base; one-time cash bonus $300,000 with tax gross-up; RSUs $500,000 (vested in full); additional $1,000,000 award (75% RSUs, 25% PSUs); initial RSUs vest 25% at 12 months, remaining 75% in equal quarterly installments over 12 quarters; initial PSUs paid zero .
Severance (non-CIC)Cash equal to base salary + target bonus; pro-rated bonus; 12 months company-subsidized healthcare; accelerated vest of time-based equity covering next 12 months .
Severance (CIC + Qualifying Termination)Cash equal to 1.5x (for Chitale) of base salary + target bonus; pro-rated bonus; 12 months healthcare; full acceleration of unvested time-based equity .
Estimated Payments (as of 12/31/2024)Qualifying Termination: Cash $1,308,480; Equity $99,854; Benefits $32,598; Total $1,440,932 . CIC + Qualifying Termination: Cash $1,731,480; Equity $196,139; Benefits $32,598; Total $1,960,217 .
Clawback PoliciesSEC/NYSE-compliant policy covering current/former Section 16 officers for “Big R” and “little r” restatements; separate discretionary clawback for equity/incentive comp tied to misconduct or misrepresentation of non-financial goals; recovery generally within three years .

Compensation Structure Analysis

  • Shift toward cash-settled LTI in 2024: Annual RSUs expected to be settled in cash; 2024 LTIP also cash-settled (helps conserve share reserve and limit dilution-driven selling pressure) .
  • Tight pay-for-performance: 2022 PSU threshold hurdle (5% stock price CAGR) missed; PSUs and PSOs tracking at zero payout, reinforcing performance linkage to stock outcomes .
  • Modest base salary merit increases and stable target bonus: Base increased 4% into 2024 ($470,000) with target bonus held at 80% of base .
  • 2024 annual incentive paid above target due to company performance (102.5%) and high individual modifier (120%), reflecting execution on factory ramp and Delta workforce planning .

Risk Indicators & Red Flags

  • Tax gross-up on 2021 sign-on bonus ($300,000) is shareholder-unfriendly, though isolated to initial hire terms .
  • Anti-hedging/anti-pledging policy reduces alignment risk; pledging is prohibitive, lowering collateralization risks .
  • No related-party transactions or legal proceedings tied to Ms. Chitale disclosed in the cited sections; PSUs paying zero mitigates windfalls despite stock price underperformance .

Investment Implications

  • Alignment: Ownership is small (<1%) but policy mandates 3x salary ownership within five years; cash-settled RSUs and LTIP reduce near-term selling pressure and dilution while maintaining performance exposure .
  • Retention: Severance protection and 1.5x CIC multiple provide retention incentives through potential strategic pivots; acceleration provisions imply moderate turnover resilience without excessive parachute economics .
  • Execution signal: 2024 bonus above target and narrative of operational milestones (Arizona factory ramp, Delta program workforce planning) suggest positive execution momentum in operations and scaling, though stock-price-linked PSUs at zero highlight stringent equity alignment and market-performance dependency .
  • Watch items: Monitor upcoming RSU vesting anniversaries and LTIP outcomes (cash-settled), plus progress toward ownership guideline compliance; absence of options and hedging/pledging constraints limit trading-signal noise from personal liquidity events .