Luigi Brambilla
Virgin Galactic HoldingsAbout Luigi Brambilla
Luigi Brambilla (age 41) has served on Virgin Galactic’s Board since November 2023. He is Managing Director, Investments & Capital Markets at Virgin Management Limited/USA (Virgin Group), following prior roles as Managing Director, Investments, and earlier positions at Clayton Dubilier & Rice (private equity) and Citigroup Investment Banking. He holds a bachelor’s degree in International Economics and a master’s degree in International Management from Bocconi University, Milan.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Virgin Management Limited/USA (Virgin Group) | Managing Director, Investments & Capital Markets | Since Sep 2023 | Led M&A and capital markets across aviation, holidays, cruises, loyalty, wellness, entertainment |
| Virgin Management Limited/USA (Virgin Group) | Managing Director, Investments | Mar 2018–Sep 2023 | Investment leadership across Virgin Group sectors |
| Virgin Management Limited/USA (Virgin Group) | Various roles | Since 2013 | Increasing responsibility in investments |
| Clayton Dubilier & Rice | Private Equity professional | 2010–2013 | Deal execution and portfolio work |
| Citigroup Investment Banking | Investment Banking | 2006–2010 | Capital markets and advisory |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Virgin Atlantic Limited | Board Director | Not disclosed | Not disclosed |
| Virgin Voyages | Board Director | Not disclosed | Not disclosed |
| Virgin Red | Board Observer | Not disclosed | Not disclosed |
Board Governance
- Independence: Not independent; Board determined seven of nine nominees were independent (list excludes Brambilla and the CEO) .
- VG designee: Brambilla is one of two Virgin Investments Limited (VIL) designees to the Board, alongside Craig Kreeger .
- Removal rights: VG designees can only be removed with or without cause at the request of VIL; otherwise director removal requires majority stockholder vote .
- Committee assignments (2025): Not listed on Audit, Compensation, Nominating & Corporate Governance, or Safety committees .
- Attendance: Board met 9 times in 2024; each incumbent director attended at least 75% of Board and committee meetings during their service .
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Annual cash retainer | $125,000 | Paid in quarterly arrears |
| Committee member retainer | $0 | Not assigned to committees in 2024/2025 |
| Committee chair retainer | $0 | Not applicable |
| Equity retainer | Not eligible | VG designee excluded from annual RSU grants |
| 2024 total director pay | $125,000 fees earned in cash; no stock awards | Cash retainer paid directly to Virgin Group |
Performance Compensation
| Instrument | Grant/Value | Vesting/Terms |
|---|---|---|
| RSUs (Initial/Annual) | Not eligible | Company’s program grants RSUs to eligible directors; VG designee (Brambilla) is not eligible |
| Change-in-control vesting | Not applicable | RSU acceleration applies to eligible directors; Brambilla had no RSUs |
Other Directorships & Interlocks
- Interlocks with Virgin Group: VG holds significant governance rights via the Stockholders’ Agreement, including designation of two directors (Brambilla/Kreeger) and consent rights over specified transactions, Board size changes, capital issuances, and indebtedness thresholds when VIL can designate two directors .
- Trademark License: Virgin Enterprises Limited (VEL) licenses the “Virgin Galactic” brand; Company paid $1,250,000 in royalties in 2024; VEL may appoint one director if Virgin Group otherwise lacks designation rights .
Expertise & Qualifications
- Capital markets and investment leadership across multiple Virgin Group sectors; relevant to financing strategy and M&A .
- Skills matrix indicates Financial & Accounting and Public Company Board/Executive experience among Board nominees, including Brambilla .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership | 0 shares | “Luigi Brambilla —” in ownership table; no beneficial holdings reported |
| Ownership % of outstanding | 0% (less than 1%) | 39,991,026 shares outstanding at 3/31/2025 |
| Vested vs unvested shares | None | No RSUs or options reported for Brambilla |
| Pledged shares | Not disclosed | Company prohibits hedging/pledging by directors |
| Director stock ownership guidelines | 5x annual retainer within five years | Compliance status for Brambilla not disclosed; VG designees do not receive RSUs |
Governance Assessment
- Alignment risk: Not independent; fees paid to Virgin Group; no direct equity ownership or RSU participation—weak personal “skin-in-the-game” compared to other directors under the stock ownership guidelines .
- Related-party exposure: Material ongoing transactions with Virgin Group (Amended Trademark License Agreement royalties; $1.25M in 2024) and strong VIL consent rights over significant corporate actions raise conflict-of-interest risks; however, transactions ≥$120,000 between VIL/affiliates and the Company require majority approval by non–VIL-designated directors under the Stockholders’ Agreement, providing a safeguard .
- Board effectiveness signal: Brambilla is not on key oversight committees (Audit, Compensation, Nominating, Safety), limiting direct involvement in risk, financial reporting, pay, and safety oversight; attendance met Board expectations (≥75%) .
- Independence/Removal: VG-designee removal constrained to VIL’s request, which can limit Board flexibility and investor confidence in refreshing the seat independently if needed .
RED FLAGS
- Not independent VG designee with compensation paid to Virgin Group and no equity ownership, reducing alignment with public shareholders .
- Significant Virgin Group consent rights over major actions; ongoing brand-license financial ties ($1.25M in 2024), creating potential conflicts .
- No committee assignments, limiting direct oversight contributions in core governance areas .
Mitigating factors
- Majority approval by non–VIL-designated directors required for transactions with VIL/affiliates ≥$120,000 .
- Board and committees met regularly; attendance thresholds satisfied .
- Company maintains related-party transaction policy overseen by the Audit Committee .