Tina Jonas

About Tina Jonas

Tina Jonas, 65, is an independent director at Virgin Galactic (SPCE) and has served on the Board since June 2021, bringing deep financial and operational experience across defense, aviation, healthcare, and government finance . Her education includes a BA in Political Science from Arizona State University and an MA in Liberal Studies from Georgetown University . She is designated the Board’s Audit Committee Chair and an “audit committee financial expert,” indicating technical proficiency in accounting and financial oversight . The Board has determined she is independent under NYSE rules .

Past Roles

Organization	Role	Tenure	Committees/Impact
U.S. Department of Defense	Undersecretary of Defense & CFO	2004–2008	Led DoD finance; high-level budget and audit oversight
Federal Bureau of Investigation	Assistant Director & CFO	2002–2004	Financial management and controls
U.S. Department of Defense	Deputy Undersecretary for Financial Management	2001–2002	Financial policy leadership
Sikorsky Aircraft	Director, Operations	2008–2010	Aviation operations execution
PASSUR Aerospace	EVP, Operations	2010–2012	Aviation analytics operations
UnitedHealth Group	Executive roles; later President, UnitedHealthcare Military & Veterans	2012–2014	Led military health business
Independent consultant	Strategic consulting (defense, aviation, healthcare)	Since 2015	Advisor on sector strategy

External Roles

Organization	Role	Tenure	Committees/Impact
Centrus Energy Corp	Director; Audit & Finance Committee and other committees	Since 2020	Nuclear fuel sector oversight; financial governance
Leidos Holdings, Inc.	Director	Since Sept 2024	Defense technology governance
Private companies/non-profits	Director	Various	Unspecified boards

Board Governance

Independence: Independent under NYSE rules .
Committee assignments: Audit Committee Chair; member, Nominating & Corporate Governance Committee .
Committee meeting cadence: Audit (9 meetings in 2024); Nominating & Corporate Governance (4 meetings in 2024) .
Attendance: Each incumbent director attended at least 75% of Board and applicable committee meetings in 2024; all directors attended the 2024 annual meeting .
ESG oversight: Audit Committee provides oversight of ESG strategy, initiatives, and policies .
Board structure: Independent Chair separate from CEO; periodic executive sessions of independent directors .

Fixed Compensation

Component (2024)	Amount ($)	Notes
Fees Earned in Cash	157,500	Annual retainer and committee retainers; program rates: Director retainer $125,000; Audit Chair $25,000; Nominating member $7,500
Stock Award (RSUs)	125,000	Annual director RSU grant; eligible directors receive $125,000; Chair eligible for $145,000
Total	282,500	Sum of cash and stock award

Program features:

Cash retainers: Director $125,000; Audit Chair $25,000; Nominating & Corporate Governance member $7,500 .
Equity vesting: Annual RSUs vest in full on the earlier of one-year anniversary or next annual meeting; change-in-control accelerates vesting .

Performance Compensation

Metric	Application to Director Pay	Vesting/Terms
Performance-based metrics	None disclosed for non-employee director compensation; equity is time-vested RSUs (not PSU/option performance awards)	Annual RSUs vest time-based; initial RSU grants for new directors also time-based

Other Directorships & Interlocks

Company	Overlap Risk	Notes
Centrus Energy Corp	Low direct operating overlap with SPCE	Nuclear fuel; financial and audit committee experience may strengthen oversight at SPCE
Leidos Holdings, Inc.	Potential adjacency via aerospace/defense	No related-party transactions disclosed; independence affirmed

No related-party transactions involving Jonas are disclosed; Virgin Group designation/approval rights exist at Board level but do not pertain specifically to Jonas .

Expertise & Qualifications

Financial/accounting leadership across DoD/FBI; designated “audit committee financial expert” .
Aviation sector operations (Sikorsky, PASSUR) and broader industrial experience .
Healthcare leadership (UnitedHealth Group) and strategic consulting .
Public company governance at Centrus and Leidos .

Equity Ownership

Item	Detail
Beneficial ownership	2,903 shares; less than 1%
RSUs outstanding (12/31/2024)	7,337 (unvested)
Ownership guidelines	Non-employee directors must hold shares equal to 5x annual retainer within five years of service; unvested RSUs count toward compliance
Hedging/pledging	Prohibited for directors
Timeline	Jonas joined June 2021; five-year guideline window extends to 2026

Governance Assessment

Strengths
- Independent director, Audit Chair, and SEC-defined financial expert, supporting robust financial controls and audit oversight .
- Strong multi-sector background (defense/aerospace/healthcare) relevant to SPCE’s operational, regulatory, and risk profile .
- ESG oversight integrated via Audit Committee; Board conducts executive sessions; directors met attendance thresholds .
- Board-wide clawback policy applies to awards; anti-hedging/pledging and stock ownership guidelines align incentives with shareholders .
Potential Risks/RED FLAGS
- Multi-board commitments (SPCE, Centrus, Leidos) could pose time allocation challenges, though 2024 attendance expectations were met .
- Company-level governance complexity from Virgin Group designation and approval rights; while not specific to Jonas, it can affect Board decision dynamics and warrants continued monitoring .
- Ownership alignment remains under guideline build-up period; compliance assessed over five years and not yet due (2026 deadline) .
Shareholder signals
- Say-on-pay support was 80% in 2024; Compensation Committee increased weight of performance-based awards for executives, reflecting responsiveness to investor feedback .