John Stenbit
VIASATAbout John Stenbit
Independent director at Viasat since 2004; age 85 (as of the 2025 proxy). Former U.S. Assistant Secretary of Defense for C3I and later Assistant Secretary for Networks & Information Integration/DoD CIO; retired TRW Inc. Executive Vice President. Fulbright Fellow and Aerospace Corporation Fellow at Technische Hogeschool Eindhoven, with deep technological, defense and national security expertise relevant to satellite communications. Current term expires in 2027; Class I director.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Department of Defense | Assistant Secretary of Defense for C3I; later Assistant Secretary of Defense for Networks & Information Integration / DoD CIO | 2001–2004 | Senior civilian leadership overseeing command, control, communications and intelligence; information networks governance |
| TRW, Inc. | Executive Vice President | 1977–2001 | Senior operating leadership in aerospace/communications; retired 2001 |
| Technische Hogeschool Eindhoven | Fulbright Fellow; Aerospace Corporation Fellow | Not disclosed | Advanced research fellowship credentials |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Loral Space & Communications Inc. (Nasdaq: LORL) | Director (prior) | Not disclosed | Satellite industry experience; governance exposure |
| Cogent, Inc. | Director (prior) | Not disclosed | Board oversight experience |
| SM&A Corporation | Director (prior) | Not disclosed | Board oversight experience |
| SI International, Inc. | Director (prior) | Not disclosed | Board oversight experience |
| FAA | Chair, R&D Advisory Committee (prior) | Not disclosed | Technology oversight for aviation research |
| CIA | Chair, R&D Advisory Committee (prior) | Not disclosed | Intelligence technology advisory leadership |
| NSA | Advisory Board Member (prior) | Not disclosed | National security advisory perspective |
| U.S. Strategic Command | Science Advisory Group Member (prior) | Not disclosed | National security/science advisory perspective |
Board Governance
- Committees and roles (FY2025): Audit Committee Chair; member of Compensation & Human Resources Committee; member of Nomination, Evaluation & Corporate Governance Committee. Audit (5 meetings), Compensation (7), Nomination (6). Banking & Finance held zero meetings due to Strategic Review Committee remit.
- Independence: Board affirms independence for all directors except CEO Mark Dankberg and director Richard Baldridge; committee memberships comprised of independent directors.
- Attendance: All directors attended or participated in at least 75% of Board and committee meetings; all directors attended the prior annual meeting.
- Audit Committee expertise: The Board determined two Audit Committee members qualify as “audit committee financial experts.”
- Board leadership: Combined Chair/CEO with a Lead Independent Director (Sean Pak) structure; LID responsibilities include presiding at meetings absent the Chair, convening independent director sessions, and liaising with the Chair.
Fixed Compensation
Director compensation program (cash retainers):
| Component | Amount ($) |
|---|---|
| Annual Board retainer (non-employee directors) | 70,000 |
| Lead Independent Director retainer | 25,000 |
| Audit Committee Chair | 20,000 |
| Compensation Committee Chair | 15,000 |
| Nominating Committee Chair | 10,000 |
| Other committee Chair | 5,000 |
| Audit Committee member (non-chair) | 15,000 |
| Compensation Committee member (non-chair) | 10,000 |
| Nominating Committee member (non-chair) | 5,000 |
| Other committee member (non-chair) | 2,500 |
John Stenbit FY2025 cash compensation:
| Component | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 107,500 |
Performance Compensation
Equity awards for non-employee directors (structure and FY2025 outcomes):
| Equity Component | Grant size and cadence | Vesting | FY2025 Grant-date Fair Value ($) |
|---|---|---|---|
| RSU (initial) | 3,000 shares upon initial election | 3 equal annual installments | Not applicable FY2025 initial for Stenbit |
| RSU (annual) | 1,600 shares at each annual meeting | Earlier of 1st anniversary or next annual meeting (≥50 weeks) | 27,728 |
| Stock Options (initial) | 9,000 options upon initial election | As per plan; time-based | Not applicable FY2025 initial for Stenbit |
| Stock Options (annual) | 5,000 options at each annual meeting | Earlier of 1st anniversary or next annual meeting (≥50 weeks) | 49,350 |
| Option pricing/term | Exercise price ≥ fair market value at grant; term ≤ 6 years | Plan-defined | (Reference policy) |
| Change-in-control/death/disability | Accelerated vesting of director awards | Trigger-based | (Policy provision) |
Notes:
- Director equity is time-based (RSUs/options); no director PSUs or explicit performance metrics are used in director compensation.
Other Directorships & Interlocks
| Company/Body | Role | Interlock/Notes |
|---|---|---|
| Loral Space & Communications Inc. | Director (prior) | No disclosed VSAT interlocks from FY2025; none noted in Compensation Committee interlocks section |
| Cogent, Inc.; SM&A Corporation; SI International, Inc. | Director (prior) | No disclosed VSAT interlocks from FY2025; none noted |
| FAA; CIA; NSA; U.S. Strategic Command | Advisory/Chair roles (prior) | Government advisory roles; not VSAT-related party transactions disclosed in excerpts |
Compensation Committee Interlocks: None of the Compensation Committee members (including Stenbit) have ever been VSAT officers or employees; no reciprocal interlocks with other entities’ boards/compensation committees in FY2025.
Expertise & Qualifications
- Technological, defense, and national security expertise from senior DoD roles and TRW EVP experience.
- Fellowships underscore technical credentials (Fulbright; Aerospace Corporation Fellow).
- Board provides risk oversight across finance, compensation, governance and audit; Audit Committee report signed by Stenbit as Chair in the prior year.
Equity Ownership
| Item | Amount | Detail |
|---|---|---|
| Total beneficial ownership | 47,400 shares | Less than 1% of outstanding |
| Percent of shares outstanding | <1% | As disclosed (*) |
| Options exercisable within 60 days (as of July 1, 2025) | 20,000 | Included in beneficial count per SEC rules |
| Options outstanding (FY2025 year-end) | 30,000 | Aggregate options held at year-end |
| Shares held via trust | 27,400 | Pietje 2012 Gift Trust |
| RSUs outstanding (FY2025 year-end) | 1,600 | Director RSU balance |
| Hedging/Pledging | None disclosed for Stenbit | Company prohibits hedging; pledging discouraged and requires pre-clearance; Stenbit footnote shows no pledged shares (contrast: Dankberg footnote includes pledged shares) |
| Ownership guidelines | 3x annual retainer within 5 years | All non-employee directors in compliance as of FY2025 year-end |
Governance Assessment
- Independence and roles: Stenbit is an independent director, serving as Audit Chair and on Compensation and Nominating—positions central to financial reporting integrity, pay governance, and board refreshment. Attendance thresholds were met, and annual meeting attendance was universal—positive engagement signals.
- Compensation alignment: Cash fees reflect committee leadership; equity is time-based RSUs/options with vesting aligned to annual meeting cadence and change-in-control protection. Absence of performance-linked equity for directors modestly weakens pay-for-performance linkage but is consistent with peer practice.
- Ownership alignment: Beneficial ownership is modest (<1%), but director ownership guidelines (3x retainer) are met for all non-employee directors, supporting alignment. No hedging and no pledging disclosed for Stenbit, reducing misalignment risk.
- Committee effectiveness: Audit Committee features members designated as financial experts; Stenbit authored/signed Audit Committee reports previously, indicating active oversight. Compensation Committee interlocks—none reported—mitigate conflict risk.
- Potential conflicts and related-party exposure: Stenbit is a consultant for various government/commercial clients—a potential perception risk given VSAT’s government business—but no related-person transactions involving Stenbit are disclosed in the provided proxy excerpts; related-party transaction review is overseen by independent directors.
- RED FLAGS: None specific to Stenbit identified in proxy excerpts. Noted company-wide policies restrict hedging/pledging; late Section 16 filings were reported for other individuals, not Stenbit.
Overall signal: Long-tenured, independent audit chair with deep national security/communications expertise; solid attendance and ownership guideline compliance. Compensation structure is standard for directors (cash retainer plus time-based equity), with no disclosed conflicts or pledging—supportive of investor confidence.