Henio Arcangeli, Jr.
Virgin Galactic HoldingsAbout Henio Arcangeli, Jr.
Henio Arcangeli, Jr., 62, has served as an independent director of Virgin Galactic Holdings, Inc. (SPCE) since August 2023. He is a seasoned manufacturing and consumer products executive, previously Senior Vice President of American Honda’s Automobile Division (2017–2020), with prior leadership roles at Yanmar North America, Yamaha Motor Corp USA, Pioneer Electronics, Thermador, and GE; he holds an ME (Mechanical) from Cornell, MBA from Stanford GSB, and a BS in Mechanical Engineering from the General Motors Institute (Kettering University) . The Board has affirmatively determined he is independent under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Honda Motor Co., Inc. | SVP, Automobile Division (oversaw Honda & Acura) | 2017–2020 | Led brand operations and strategy |
| Yanmar North America | President | 2014–2016 | Led diversified industrial/consumer product businesses |
| Yamaha Motor Corp USA | Senior executive; President, Motorsports Group Company | Eight years (dates not specified) | Led motorsports segment |
| Pioneer Electronics (USA) | President & COO, Strategic Business Services Group | 2002–2006 | Operating leadership in consumer electronics |
| Thermador Corporation; General Electric Company | Senior roles | Not specified | Manufacturing/operations experience |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| Ouster, Inc. | Advisor | Current |
| ICON Aircraft Company | Advisor | Current |
| Kettering University | Board of Trustees; Past Chairman | Current |
| Long Beach Rescue Mission | Board of Directors | Current |
| Long Beach Rescue Mission Foundation | Chairman | Current |
Board Governance
- Independence: Determined independent; seven of nine SPCE nominees are independent .
- Attendance: Each incumbent director attended at least 75% of Board and applicable committee meetings in 2024; all directors attended the 2024 annual meeting .
- Committees and 2024 meeting cadence:
- Audit Committee: Member; 9 meetings; Chair Tina Jonas; members Arcangeli, Diana Strandberg .
- Compensation Committee: Member; 7 meetings; Chair Diana Strandberg; members Arcangeli, Craig Kreeger .
- Not listed on Nominating & Corporate Governance or Safety Committees .
| Committee | Role | Meetings Held (2024) |
|---|---|---|
| Audit | Member | 9 |
| Compensation | Member | 7 |
- ESG oversight: Audit Committee oversees ESG program; periodic updates to Board .
Fixed Compensation
| Component | Amount/Terms | Source |
|---|---|---|
| Annual Board Cash Retainer | $125,000 | |
| Committee Member Fees | Audit: $10,000; Compensation: $7,500 | |
| Chair Fees (if applicable) | Not applicable (not a chair) | |
| FY2024 Cash Paid (Fees Earned) | $142,500 | |
| FY2024 Equity Award (Annual RSU) | $125,000 grant-date fair value | |
| RSU Vesting – Annual Grants | Vest in full by earlier of one-year anniversary or next annual meeting | |
| RSU Vesting – Initial Appointment | $150,000 RSU; vests 1/3 annually on grant anniversaries | |
| Change-in-Control (Directors) | Director RSUs vest in full immediately prior to a change-in-control | |
| Director Equity Limit (Plan) | Non-employee director annual cap: $750,000 (cash + grant-date fair value) |
Director Compensation (FY2024):
| Name | Cash Fees ($) | Stock Award ($) | Total ($) |
|---|---|---|---|
| Henio Arcangeli, Jr. | 142,500 | 125,000 | 267,500 |
Performance Compensation
- Non-employee director compensation is not performance-based; equity is time-vested RSUs; no options or performance metrics disclosed for directors . | Feature | Detail | |---|---| | Performance Metrics | None for director compensation | | Award Type | RSUs (time-vested) | | Vesting | Annual RSUs vest within ~1 year; initial RSUs vest 1/3 annually | | Change-in-Control | Full acceleration for director RSUs |
Other Directorships & Interlocks
- Compensation Committee Interlocks: During 2024, members were Strandberg (Chair), Arcangeli, Kreeger; none were officers or former officers; no executive officer served on another board with reciprocal committee service .
- Virgin Group designation rights: Two VG designees (Kreeger, Brambilla) per Stockholders’ Agreement; Arcangeli is not a VG designee .
Expertise & Qualifications
- Manufacturing and operations leadership in automotive, motorsports, and diversified industrial products .
- Financial literacy: All Audit Committee members meet NYSE financial literacy requirements; committee chaired by an Audit Committee financial expert (Tina Jonas) .
- Public company board/executive experience reflected in Board skills matrix .
Equity Ownership
| Item | Amount | Date |
|---|---|---|
| Beneficially Owned Shares | 969; less than 1% of outstanding | As of March 31, 2025 |
| RSUs Outstanding (Unvested) | 9,275 | As of December 31, 2024 |
| RSUs Outstanding (Plan Benefits Table) | 10,244 | As of March 31, 2025 |
| Ownership Guidelines | Directors must hold shares equal to 5x annual retainer within 5 years | Adopted 2022 |
| Hedging/Pledging | Prohibited for directors; robust insider trading policy |
Note: SPCE effected a 1-for-20 reverse stock split on June 14, 2024; share and award counts in the proxy reflect this adjustment .
Governance Assessment
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Strengths:
- Dual committee service on Audit and Compensation enhances oversight, with documented financial literacy standards and meeting cadence (Audit: 9; Compensation: 7) .
- Board-determined independence; attendance at least 75% in 2024; directors attended the annual meeting, indicating engagement .
- Director pay is standard market structure (cash retainer plus time-vested RSUs; modest committee fees) with clear vesting and change-in-control terms; equity caps and minimum vesting strengthen governance .
- Anti-hedging/pledging and stock ownership guidelines align incentives over a five-year horizon .
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Watch items:
- Beneficial ownership is small (969 shares, <1%); continued progress toward 5x retainer guideline will improve alignment .
- External advisory roles (Ouster, ICON Aircraft) should continue to be monitored for potential supplier/customer overlaps; no related-party transactions involving Arcangeli are disclosed, and SPCE maintains a formal related-person transactions policy under Audit Committee oversight .
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Contextual note: Virgin Group retains director designation and approval rights under the Stockholders’ Agreement; Arcangeli is not a VG designee, but overall governance dynamics include this shareholder influence .
