Doug Ahrens

About Doug Ahrens

Doug Ahrens is Chief Financial Officer and Treasurer of Virgin Galactic, serving since March 1, 2021 (age 58 as of the 2025 proxy). He holds a B.S. in Mechanical Engineering (UC San Diego), an MBA (Harvard Business School), and an active CPA license in California . Under his leadership in 2024, Virgin Galactic strengthened the balance sheet via cost-efficiency and program spending oversight, executed a reverse stock split, and delivered the Arizona Spaceship Factory on schedule and budget . In 2025, he reported year-over-year operating expense declines (Q2 op ex down 34% to $70M), improved adjusted EBITDA, and sequential free cash flow improvement, while funding growth prudently via an ATM program to accelerate capacity expansion toward a long-term model targeting up to ~$1B revenue and ~$500M adjusted EBITDA with expanded fleet scenarios .

Past Roles

External Roles

Fixed Compensation

Annual base salary approvals (market-setting, not necessarily equal to cash paid in period):

Summary Compensation (cash paid and reported for fiscal years):

Perquisites (2024):

• 401(k) contribution $20,700; group term life premium $2,915; financial services $16,475 .

Performance Compensation

2024 Executive Annual Incentive Program – Company scorecard:

Ahrens 2024 bonus calculation:

Long-Term Incentive Program (2024):

• Mix for Ahrens: RSUs 75% ($2,475,000), LTIP cash 25% ($825,000), total $3,300,000 .
• RSUs vest 50% on first anniversary and 50% on second; expected to be cash-settled .
• LTIP payout 105.5% of target based on Delta milestones (50%) and Free Cash Flow goals (50%); paid no later than March 15, 2026, subject to continued employment through December 31, 2025 .

Equity Ownership & Alignment

Beneficial ownership as of March 31, 2025:

Outstanding awards and vesting/value (as of Dec 31, 2024; stock price $5.88 used for values):

Option awards:

• 03/16/2022 stock option: 6,944 exercisable; 3,157 unexercisable; exercise price $159.80; expiration 03/16/2032 .

Vesting schedule (selected, explicit dates/amounts):

• 2024 RSU grant: 35,560 units vest on 03/13/2025; 35,560 units vest on 03/13/2026; cash-settled (units and dates derived from disclosed 50%/50% schedule and grant date).

Ownership policies:

• Stock ownership guideline for Executive Vice Presidents (Ahrens’ level): 3x base salary within five years; shares counted include actual shares and unvested RSUs; options and performance awards do not count .
• Anti-hedging and anti-pledging policy: hedging and pledging of Virgin Galactic securities prohibited for executives and directors .
• Clawback: SEC-compliant and an additional policy covering restatements, miscalculated non-financial objectives, and reputational harm; recovery window generally three years .

RSU and option activity:

• None of the NEOs exercised stock options during 2024; Ahrens vested 13,665 RSUs with $282,484 value realized in 2024 .

Employment Terms

Severance (no single-trigger per policy; double-trigger on change-in-control):

• Qualifying termination (without cause/for good reason): cash severance equal to base salary + target bonus; pro-rated annual bonus; 12 months company-subsidized healthcare; accelerated vesting of time-based equity covering the shares that would have vested in the 12 months post-termination .
• Change-in-control with qualifying termination (within 24 months after CIC): cash severance equal to 1.0x (salary + target bonus) for Ahrens; pro-rated annual bonus; 12 months healthcare; full acceleration of unvested time-based equity .
• Estimated severance values (as of 12/31/2024 scenario analysis): Qualifying termination total $2,304,136; CIC with qualifying termination total $2,558,699 (cash payments $2,005,830; equity vesting $262,354 vs $516,917; benefits $35,952) .
• Company practice: no single-trigger change-in-control severance; no option repricing without shareholder approval .

Performance & Track Record

• 2024 individual contributions: maintained balance sheet strength via cost efficiencies and program spending oversight; executed reverse stock split; delivered Arizona factory on schedule/on budget .
• Q2 2025 execution update: revenue ~$400,000 from access fees; operating expenses down 34% YoY to $70M; adjusted EBITDA improved 34% YoY to -$52M; free cash flow -$114M (7% improvement q/q); PP&E grew ~50% YoY reflecting investment in spaceship assets; prudent headcount/resource adjustments as design phase concluded .
• Capital strategy and dilution balancing: ATM used primarily to fund growth (LVX launch vehicle program and fleet expansion) while balancing dilution and liquidity; no minimum cash balance target, focused on accelerating path to higher EBITDA sooner .
• Outlook cadence: spending expected to decline through 2025, below $100M in Q4; trend continues into 2026; shift to positive cash flow around commercial service start .

Governance, Peer Group, and Shareholder Feedback

• Compensation governance practices include pay-for-performance, clawbacks, stock ownership guidelines, minimum 1-year vesting, limited perquisites, independent consultants; prohibitions on single-trigger CIC severance, option repricing without shareholder approval, hedging/pledging .
• 2024/2025 compensation peer group features aerospace, e-mobility, luxury B2C, and SPAC/IPO comparables (e.g., Archer Aviation, Lucid Group, Joby Aviation, Kratos, Peloton, Sonos, Vail Resorts, Wheels Up), with Fisker replaced by Blade Air Mobility for 2025 benchmarking; used alongside Radford data (<$5B revenue tech/aerospace) .
• Say-on-pay: 80% of votes cast approved fiscal 2024 NEO compensation; shareholder feedback led to raising performance-based LTI weighting to 50% for all NEOs in 2025 (CEO at 50% since 2024) .

Investment Implications

• Alignment: Ahrens’ pay mix features substantial at-risk components tied to measurable milestones (Delta program & FCF), with 2022–2023 stock-price PSUs/PSOs tracking at zero payout—reinforcing pay-for-performance alignment amid a volatile equity backdrop .
• Retention and selling pressure: 2024 RSUs are cash-settled and vest on set dates (03/13/2025 and 03/13/2026), reducing open-market selling pressure; LTIP payout requires continued employment through 12/31/2025, bolstering near-term retention incentives .
• Change-in-control economics: Double-trigger CIC reduces windfall risk but provides full acceleration of time-based equity if terminated within 24 months post-CIC; cash severance for Ahrens at 1.0x salary+bonus signals balanced economics without excessive guarantees .
• Execution risk: CFO commentary underscores disciplined spend-down, capex-to-assets build, and prudent use of ATM to accelerate capacity—key levers for transitioning to positive cash flow at commercial service start; continued delivery against milestones and budget targets is critical to unlocking the stated economic model .

Key data sources: SPCE DEF 14A (April 15, 2025) and SPCE earnings/8-K materials (2025), as cited above.