Sarah Kim
Executive Vice President, Chief Legal Officer and Corporate Secretary at 
Virgin Galactic Holdings
Virgin Galactic HoldingsExecutive
About Sarah Kim
Sarah Kim serves as Executive Vice President, Chief Legal Officer and Corporate Secretary of Virgin Galactic (SPCE) since December 5, 2022, overseeing legal, compliance, regulatory, IP, transactions, governance and chairing the ESG Executive Committee . She holds a B.S. in Management from MIT and a J.D. from UC College of the Law, San Francisco, and brings 20+ years of legal and finance experience from Topgolf Callaway and Petco . Age 45 as of April 25, 2023; tenure at SPCE began December 2022 . 2024 achievements credited to Kim include resolving litigation, reducing legal spend, executing the reverse stock split, and launching a company-wide patent program .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Topgolf Callaway Brands Corp. | General Counsel, Corporate Secretary, Chief Ethics Officer & Compliance Officer | Feb 2019–Nov 2022 | Oversaw global legal matters; launched sustainability initiative |
| Petco Animal Supplies, Inc. | Associate General Counsel | Nov 2017–Jan 2019 | Lead counsel for complex, innovative business units |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No public company directorships disclosed in provided filings |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $23,077 | $400,000 | $409,500 |
| Bonus ($) | $150,000 (sign-on) | — | — |
| Non-Equity Incentive Plan Compensation ($) | — | $339,200 | $406,392 |
| All Other Compensation ($) | $1,385 | $20,430 | $21,347 |
| Total ($) | $1,479,770 | $759,630 | $1,643,243 |
Perquisites (2024):
| Perk | Amount ($) |
|---|---|
| 401(k) Plan Contribution | $20,700 |
| Group Term Life Premium | $647 |
| Financial Services | — |
Key employment agreement terms:
- Initial base salary $400,000; target annual bonus 80% of base starting 2023 .
- One-time cash bonus $150,000 at hire, subject to pro-rata repayment if voluntary termination prior to Dec 5, 2024 .
- Sign-on RSU grant value $225,000; scheduled to vest 50% at 6 months and 50% at 12 months from start date (June 5, 2023 and Dec 5, 2023) .
Performance Compensation
Annual Incentive Program (AIP) – 2024:
| Metric | Target | Company Performance Multiplier | Individual Modifier | Actual Payout |
|---|---|---|---|---|
| Annual Cash Bonus | $330,400 | 102.5% | 120.0% | $406,392 |
2024 Long-Term Incentive Program (LTIP):
- LTIP potential payout: Threshold $137,500; Target $275,000; Maximum $550,000; one-year performance period (ending Dec 31, 2024) plus one-year service vest; cash-settled; metrics tied to critical Delta program milestones and Free Cash Flow management .
RSU Awards:
| Grant | Grant Date | Shares / Value | Vesting |
|---|---|---|---|
| Annual RSU (2024) | 3/13/2024 | 23,706 shares; $806,004 grant-date fair value | 50% on first anniversary (3/13/2025), 50% on second anniversary (3/13/2026); expected cash settlement |
| Initial RSU Award (2022) | Employment start 12/5/2022 | 75% of $1,000,000 equity award as RSUs | 25% at 12-month anniversary of start; remaining 75% in substantially equal quarterly installments over next 12 quarters |
| Initial PSU Award (2022) | Employment start 12/5/2022 | 25% of $1,000,000 equity award as PSUs | Did not achieve performance; zero payout |
Program design context:
- AIP objectives include safety, Delta program and financial goals with individual contributions; payouts are capped and subject to robust clawback policy .
- 2024 RSUs and LTIP awards are structured to promote retention and alignment through multi-year vesting and performance milestones .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 3,939 shares held directly, as of March 31, 2025 |
| % of shares outstanding | ~0.01% (3,939 / 39,991,026 shares outstanding) |
| Options (exercisable/unexercisable) | Not disclosed for Kim in ownership table; table reflects common stock; RSUs within 60 days not noted for Kim |
| Ownership guidelines | Executive Vice Presidents: 3x base salary within 5 years; counts actual shares and unvested RSUs; excludes options and performance-based equity |
| Anti-hedging/pledging | Hedging and pledging of company stock prohibited by policy |
| Clawback | All incentive awards subject to clawback per SEC/NYSE rules and company policy (covers restatements, misconduct, reputational harm) |
Employment Terms
Severance and Change-in-Control (CIC) Economics:
| Scenario | Cash Payments | Vesting of Equity | Benefits | Total |
|---|---|---|---|---|
| Qualifying Termination | $1,149,792 | $80,380 | $1,157 | $1,231,329 |
| CIC with Qualifying Termination | $1,521,492 | $160,765 | $1,736 | $1,683,993 |
Narrative provisions:
- Qualifying termination: cash severance equal to base salary + target bonus; earned but unpaid prior-year bonus (Kim only); pro-rated current-year bonus; 12 months company-subsidized healthcare; accelerated vesting of time-based equity covering shares that would vest in 12 months post-termination .
- CIC within 24 months plus qualifying termination: cash severance equal to 1.5x (Kim) of base salary + target bonus; pro-rated current-year bonus; 18 months healthcare; full accelerated vesting of all outstanding time-based awards (double-trigger; company states no single-trigger arrangements) .
- Clawback policy: covers current/former Section 16 officers; applies to both “Big R” and “little r” restatements; removes board discretion; equity awards subject to clawback .
- Equity plan governance: minimum 1-year vesting; no repricing without shareholder approval; no tax gross-ups; strong anti-recycling provisions .
Performance & Track Record
- 2024 contributions: resolved litigation matters, reduced legal expenditures via in-house leverage and advisory efficiency, executed reverse stock split requiring shareholder approval, launched company-wide patent program .
- Role scope: oversees legal/compliance/regulatory, IP, transactions, securities compliance and governance; chairs ESG Executive Committee .
Compensation Structure Analysis
- Shift to cash-settled RSUs and cash LTIP in 2024 reduces equity dilution and may lower perceived risk vs options; RSUs vest over two years, LTIP over two-year performance/service cycle .
- Initial PSU award (2022) paid zero due to unmet performance objectives, indicating enforcement of performance hurdles .
- Independent compensation consultant Meridian conducted risk assessment in Nov 2024; concluded practices do not encourage excessive risk-taking .
- Compensation Peer Group (for pay-versus-performance TSR benchmarking) includes Archer Aviation, Joby Aviation, Lucid, Nikola, Peloton, Sonos, Sunrun, Vail Resorts, Wheels Up, among others .
Past Compensation Grants and Vesting Schedules
| Award | Value / Shares | Grant / Start | Vesting Details |
|---|---|---|---|
| Sign-on RSU | $225,000 | 12/5/2022 | 50% at 6 months; 50% at 12 months (approx. June 5, 2023; Dec 5, 2023) |
| Initial RSU (75% of $1,000,000) | $750,000 equivalent | 12/5/2022 | 25% at 12 months; 75% quarterly over next 12 quarters |
| Initial PSU (25% of $1,000,000) | $250,000 target | 12/5/2022 | Zero payout; performance objectives not achieved |
| Annual RSU (2024) | 23,706 shares; $806,004 GDFV | 3/13/2024 | 50% on 3/13/2025; 50% on 3/13/2026; cash-settled |
| 2024 LTIP (cash) | Threshold $137,500; Target $275,000; Max $550,000 | 3/13/2024 | 1-year performance (to 12/31/2024) + 1-year service vest; measures Delta milestones and FCF |
Equity Ownership & Alignment (Expanded)
| Category | Detail |
|---|---|
| Shares Outstanding Reference | 39,991,026 as of March 31, 2025 |
| Kim’s Beneficial Ownership | 3,939 shares; computed ~0.01% of outstanding |
| Ownership Guidelines | EVP threshold 3x salary; 5-year compliance window; reviewed annually; counts shares + unvested RSUs; excludes options/PSUs |
| Hedging/Pledging | Prohibited for executives and directors |
Employment Agreement Highlights
- Role: EVP, Chief Legal Officer and Corporate Secretary; reports to CEO; service continues until terminated per terms .
- Compensation at hire: base $400,000; target bonus 80% of base; $150,000 sign-on cash bonus with pro-rata repayment if voluntary departure before Dec 5, 2024 .
- Discretionary annual equity award target $1,000,000 (form and terms at Compensation Committee’s discretion; can be cash or equity) .
Investment Implications
- Alignment: Strong clawback framework (SEC/NYSE-compliant plus broader misconduct triggers), anti-hedging/pledging, and 3x salary stock ownership guideline enhance alignment and reduce governance risk .
- Near-term selling pressure: 2024 RSUs vest 50% in March 2025 and 50% in March 2026, representing potential supply; awards are cash-settled which may mitigate market overhang vs share issuance .
- Performance rigor: Zero payout on 2022 PSUs signals enforcement of performance hurdles; 2024 LTIP tied to Delta milestones and FCF indicates operational and cash discipline focus as the company transitions to Delta-class commercial operations .
- Retention economics: Double-trigger CIC protection at 1.5x salary+target bonus with 18 months healthcare and full time-based acceleration—competitive yet not excessive—supports continuity through strategic milestones; unique prior-year earned bonus protection for Kim adds stability but modest cost .
- Risk: Lack of disclosed significant equity ownership (<0.01%) suggests limited personal capital-at-risk; monitor progress on ownership guideline compliance and any future equity award mix shifts .
