Raymond Mabus, Jr.

About Raymond Mabus, Jr.

Raymond Mabus, Jr. (age 76) is the independent Chair of Virgin Galactic’s Board, serving as a director since April 2023, initially as Lead Independent Director (April 2023) and interim Chair (June 2023) before becoming Chair in November 2023. He is the former U.S. Secretary of the Navy (2009–2017), U.S. Ambassador to Saudi Arabia (1994–1996), Governor of Mississippi (1988–1992), and State Auditor of Mississippi (1984–1988); he holds a BA from the University of Mississippi, an MA from Johns Hopkins University, and a JD from Harvard Law School .

Past Roles

External Roles

Board Governance

• Roles and independence: Independent Chair (separate from CEO), independent since appointment; Board has formally determined Mabus is independent under NYSE rules . Board leadership is split between CEO and an independent Chair, which the Board views as optimal for oversight .
• Committees: Not currently listed as a member of Audit, Compensation, Nominating & Corporate Governance, or Safety Committees. 2025 committee compositions: Audit—Tina Jonas (Chair), Henio Arcangeli, Jr., Diana Strandberg ; Compensation—Diana Strandberg (Chair), Henio Arcangeli, Jr., Craig Kreeger ; Nominating & Corporate Governance—W. Gilbert West (Chair), Tina Jonas, Wanda Sigur ; Safety—Craig Kreeger (Chair), Wanda Sigur, W. Gilbert West .
• Attendance and engagement: In 2024 the Board met 9 times; each incumbent director attended at least 75% of Board and applicable committee meetings. Independent directors hold regular executive sessions, presided over by the independent Chair .
• Tenure on the Board: Director since April 2023; appointed Lead Independent Director in April 2023; interim Chair June 2023; Chair November 2023 .

Fixed Compensation

Director-specific 2024 compensation:

Notes:

• In April 2024, he received a pro-rated incremental Chair equity award ($11,111) covering the difference between the Chair annual equity ($145,000) and regular director equity ($125,000) for the partial Chair period Nov 2023–Jun 2024 .

Performance Compensation

• No PSU/option-based performance metrics apply to non-employee directors; equity is time-based RSUs per the Director Compensation Program .

Other Directorships & Interlocks

• Related-party transactions: The proxy’s related-person transactions section describes Virgin Group/VIL governance rights, trademark license, and compensation to the VG designee director (cash retainer paid to Virgin Group), but it does not disclose any related-party transactions involving Mr. Mabus .

Expertise & Qualifications

• Board skills matrix includes Mabus for operations management, customer experience/marketing, aerospace, manufacturing/engineering, safety/risk management, financial and accounting, and public company board/executive experience .
• The Board cites his extensive international, public policy, government relations, and significant public company executive and board experience as reasons for nomination .
• Education: BA (University of Mississippi), MA (Johns Hopkins), JD (Harvard Law School) .

Equity Ownership

Additional director equity detail:

• RSUs outstanding and unvested as of Dec 31, 2024: 10,507 RSUs .
• Stock ownership guidelines: Non-employee directors must hold stock equal to 5x the annual retainer within five years of service; applicable to directors including Mabus .
• Hedging/pledging: Company policy prohibits hedging and pledging of company stock by directors .
• Clawback: All equity awards are subject to the Company’s clawback policy (consistent with SEC/NYSE rules) and plan provisions .

Governance Assessment

Key findings:

• Independence and leadership: Mabus is an independent director and the independent Chair, with leadership continuity since 2023 (Lead Independent Director → interim Chair → Chair). Separation of Chair/CEO roles enhances oversight and reduces key-person risk .
• Committee structure: He is not on key committees; the Audit, Compensation, NCG, and Safety committees are fully independent and chaired by other independent directors, supporting checks and balances .
• Engagement: Board and committee activity was robust in 2024 (Board: 9 meetings; committees: 4–9 each), and each incumbent director (including Mabus) met the 75% attendance threshold; regular independent executive sessions are held under the Chair .
• Pay alignment: Director pay mixes cash retainers with time-based RSUs; 2024 total for Mabus was $342,167 (cash $186,056; equity $156,111). Equity is time-based (no performance metrics), and the program includes stock ownership guidelines and anti-hedging/pledging, aligning directors with shareholders while limiting risk .
• Related-party/conflict scan: No related-person transactions involving Mabus are disclosed. System-level governance considerations include Virgin Group’s designation and consent rights and the trademark license arrangement, which the Board manages via independent committee oversight and policies; these do not implicate Mabus personally but are important for governance risk context .

Signals and implications:

• Positive signals: Independent Chair structure; independence determination; regular executive sessions; director stock ownership guidelines; anti-hedge/pledge and clawback policies; solid meeting cadence/attendance .
• Watch items (systemic, not person-specific): Virgin Group (VIL) board designation and transaction approval rights under the Stockholders’ Agreement and brand license could influence certain strategic actions; continued scrutiny of independent oversight is warranted. This is not a disclosed conflict for Mabus but a governance constraint in SPCE’s ecosystem .

SAY-ON-PAY context for broader governance:

• 2024 say-on-pay approval was 80%; Compensation Committee increased performance-based weighting in response to shareholder feedback. While executive-focused, it indicates responsiveness to investors under the current Board leadership .