Diana Strandberg

About Diana Strandberg

Diana Strandberg, 65, has served as an independent director of Virgin Galactic Holdings, Inc. since April 2023. She retired at year-end 2022 from Dodge & Cox, where she was Senior Vice President & Director, International Equity and an Executive Board Member (2011–2022); previously, she was an Equity Research Analyst at First Boston. Strandberg holds a BA in Economics from UC Berkeley, an MBA from Harvard Business School, and is a Chartered Financial Analyst (CFA) .

Past Roles

Organization	Role	Tenure	Committees/Impact
Dodge & Cox	Senior Vice President & Director, International Equity; Executive Board Member	2011–2022	Led international equity; executive board influence on investment oversight
Dodge & Cox	Various positions since joining	1988–2022	Long-tenured investment leadership
First Boston Corporation	Equity Research Analyst	Prior to 1988	Sell-side analytical foundation

External Roles

Organization	Role	Tenure	Committees/Impact
Smithsonian Institution	Advisory Board Member	Not disclosed	Advisory capacity
UC Berkeley Endowment Management Company	Board Member	Not disclosed	Endowment governance oversight
Liberset (investment fund in private companies)	Board Member	Not disclosed	Private investment governance
Summer Search (youth mentoring org.)	National Board Member	Not disclosed	Non-profit leadership

Board Governance

Independence: The Board determined Strandberg is independent under NYSE rules; seven of nine nominees are independent .
Committee assignments (2025):
- Compensation Committee (Chair); meetings held in 2024: 7
- Audit Committee (Member); meetings held in 2024: 9
Board and committee attendance: In 2024, the Board met 9 times; each incumbent director attended at least 75% of total Board and committee meetings during their service .
Executive sessions: Non-management and independent directors hold regular sessions; the independent Chair presides .
Board structure: Separate Chair (Raymond Mabus, Jr.) and CEO roles .

Committee	Role	Meetings in 2024
Compensation	Chair	7
Audit	Member	9

Fixed Compensation

Component	Amount
Annual Director Cash Retainer	$125,000
Compensation Committee Chair Retainer	$15,000
Audit Committee Member Retainer	$10,000
Total Cash Earned (2024)	$150,000

Director cash fee schedule: Chair of Board ($60,000); Lead Director ($25,000); Committee chair/member retainers as listed above .

Performance Compensation

Equity Component	Grant Value	Vesting
Annual RSU grant (eligible directors)	$125,000	Vests in full on earlier of one year from grant or next annual meeting (if not standing for reelection)
Initial RSU grant (upon appointment)	$150,000	Vests one-third annually on each anniversary
Change-in-control treatment	N/A	Director equity awards vest in full immediately prior to a change in control
Strandberg 2024 Stock Award (grant-date fair value)	$125,000	Per program; see above

Note: Director equity is time-based RSUs; no director performance metrics are disclosed for equity awards .

Other Directorships & Interlocks

Topic	Detail
Current public company boards	None disclosed (biography lists non-public and non-profit boards)
Compensation Committee interlocks	During 2024, Compensation Committee members (including Strandberg) were not officers/employees and had no interlocks involving SPCE executives serving on other companies’ boards/comp committees

Expertise & Qualifications

Financial and capital markets expertise; CFA charter .
Skills matrix indicates Financial and Accounting competency; broad public company board/executive experience across nominees, with Strandberg among those noted .
Education: BA Economics (UC Berkeley), MBA (Harvard) .

Equity Ownership

Metric	Value
Beneficial ownership (as of Mar 31, 2025)	2,944 shares; less than 1% of outstanding
RSUs vesting within 60 days (included in beneficial ownership)	712 shares
RSUs outstanding and unvested (as of Dec 31, 2024)	8,761 RSUs
Shares outstanding (basis for percent ownership)	39,991,026 shares
Director stock ownership guideline	5x annual cash retainer; compliance window five years; counts unvested RSUs; excludes options/PSUs
Anti-hedging/pledging policy	Hedging and pledging of company securities prohibited
Clawback policies	SEC-compliant clawback; additional discretionary clawback for misconduct and reputational harm

Insider Trades

Date	Filing	Transaction Type	Notes
2025-06-05	Form 4 filed 2025-06-06	Stock Award (Grant)	Director annual equity grant; details in SEC filing
2024-06-12	Insider transactions page indicates grant events for directors	Stock Award (Grant)	Aggregate listing confirms grant events on 2024-06-12

Governance Assessment

Strengths:
- Independent director with deep investment and capital markets experience; chairs Compensation Committee, signaling strong governance oversight of pay practices .
- Robust policies: stock ownership guidelines (5x retainer), prohibition on hedging/pledging, SEC-aligned clawbacks with expanded triggers .
- Attendance expectations met at least at threshold; Board and committees actively engaged (9 Board meetings; Audit 9; Comp 7) .
- Compensation Committee utilizes independent consultants; independence reviewed and no conflicts found .
Potential watch items:
- Virgin Group designation rights and related Stockholders’ Agreement may influence board composition and director removal of VG designees (not applicable to Strandberg, but relevant to overall board independence dynamics) .
- Director equity awards accelerate upon change-in-control; standard market practice but note potential optics around alignment in control scenarios .
Related-party transactions:
- No related-party transactions disclosed involving Strandberg; related-party section focuses on Virgin Group agreements and designation rights .
Shareholder engagement and say-on-pay context:
- 2024 say-on-pay approval was 80%; Compensation Committee increased performance-based weighting to 50% for CEO (2024) and for other NEOs in 2025, reflecting responsiveness—relevant for her chair role .