Mark Dankberg
VIASATAbout Mark Dankberg
Founder of Viasat and currently Chairman and Chief Executive Officer; age 70; director since 1986. Prior roles include Executive Chairman (Nov 2020–Jun 2022) and Chairman/CEO from Viasat’s inception until Nov 2020; earlier career at M/A-COM Linkabit (Assistant Vice President, 1979–1986) and Rockwell International (Communications Engineer, 1977–1979); holds B.S.E.E. and M.E.E. degrees from Rice University . FY2025 compensation totaled $7,882,902 with base salary of $1,365,000, annual bonus of $1,940,000 and long‑term equity of $4,486,808; employment agreement: none; change‑in‑control agreement: yes (double trigger) . FY2025 corporate bonus metrics included Adjusted EBITDA, revenues and new contract awards; actual performance was near plan (e.g., revenues $4,519.6m vs $4,512.9m target; Adjusted EBITDA $1,547.0m vs $1,560.8m target) . Long‑term incentives include performance stock units (PSUs) tied to free cash flow, CapEx and revenue (fiscal 2025 performance earned at 150% of target) and relative TSR PSUs versus the Russell 3000; clawback and CEO stock holding policies apply .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Viasat, Inc. | Founder; Chairman & CEO | 1986–present | Provides deep operational, business and technological expertise in satellite and communications |
| Viasat, Inc. | Executive Chairman | Nov 2020–Jun 2022 | Oversight of strategy and management continuity |
| M/A‑COM Linkabit | Assistant Vice President | 1979–1986 | Satellite telecommunications equipment leadership experience |
| Rockwell International | Communications Engineer | 1977–1979 | Early technical grounding in communications systems |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Various companies (unspecified) | Director (prior service) | Not disclosed | Brought perspective from boards across industries, including communications |
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary ($) | 1,364,000 | 1,365,000 | 1,365,000 |
| All Other Compensation ($) | 26,779 | 26,250 | 91,094 |
Performance Compensation
FY2025 Annual Bonus Structure and Outcomes
| Metric | Weight (%) | Target | Actual | Weighted Funding (%) |
|---|---|---|---|---|
| Adjusted EBITDA | 21 | $1,560.8m | $1,547.0m | 29 |
| New Contract Awards | 14 | $4,528.4m | $4,684.4m | 24 |
| Total Revenues | 14 | $4,512.9m | $4,519.6m | 20 |
| ViaSat‑3 Launch Schedule (operational) | 14 | Target (not $‑denominated) | 50% of Target | 10 |
| Management of Debt Strategies (operational) | 7 | Target (not $‑denominated) | 150% of Target | 15 |
| Metric | FY 2025 |
|---|---|
| Target Bonus as % of Salary | 140% |
| Actual Bonus ($) | $1,940,000 |
| Actual vs Target (%) | 102% |
FY2025 Financial Performance Stock Units (PSUs)
| Metric | Weight (%) | Target | Actual | Earned (% of target) |
|---|---|---|---|---|
| Free Cash Flow | 33.3 | $(429.8)m | $(122.0)m | 58.3 |
| CapEx | 33.3 | $1,437.0m | $1,030.2m | 58.3 |
| Revenue | 33.3 | $4,520.0m | $4,519.6m | 33.3 |
| Resulting Performance Multiplier | — | — | — | 150.0 |
Key 2024 Grant Details and Vesting
| Award Type | Grant Date | Target/Number (#) | Max (#) | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|---|---|
| RSUs | 06/07/2024 | 139,706 | — | 2,247,870 | 3 equal annual installments from grant date |
| TSR PSUs (Russell 3000 relative) | 06/07/2024 | 52,919 | 92,608 | 1,115,003 | Cliff vest upon certification; no later than June 30, 2027 |
| Financial PSUs (FCF/CapEx/Revenue) | 06/07/2024 | 34,927 | 122,243 | 1,123,935 | Earned units vest in 3 equal annual installments |
Notes on PSU mechanics: Executive PSU agreements define cumulative Adjusted EBITDA multipliers and TSR modifiers; change‑in‑control provisions convert eligible PSUs with proration/100% minimums and positive TSR adjustments; vesting subject to continued service unless special termination conditions apply .
Equity Ownership & Alignment
| Metric | Value | Notes |
|---|---|---|
| Total Beneficial Ownership (shares) | 1,824,636 | Includes RSUs scheduled to vest within 60 days |
| Ownership as % of Shares Outstanding | 1.4% | Based on 134,184,592 shares outstanding on July 1, 2025 |
| RSUs vesting within 60 days | 46,569 | Included in beneficial ownership calculation |
| Shares held by Dankberg Family Foundation | 63,000 | Indirect beneficial ownership |
| Shares held by Dankberg Family Trust | 1,709,171 | Indirect beneficial ownership |
| Shares pledged as collateral | 673,627 | Within brokerage liquidity access line; max principal $10m; company notes pledge not designed to shift/hedge economic risk; represents <1% of outstanding shares |
| Anti‑Hedging and Pledging Policy | Yes | Applies to executives/directors |
| CEO Stock Holding Policy | Hold 100% of net shares for 12 months post‑vesting/exercise | Reinforces at‑risk alignment |
| Stock Ownership Guidelines (CEO) | 3x base salary | All executives in compliance as of FY2025 |
| FY2025 Vested Stock (value realized) | 62,081 shares; $606,266 | Value equals shares vested × closing price on vest date |
Employment Terms
| Term/Provision | Details |
|---|---|
| Employment Agreement | None |
| Severance (No Change in Control) | 2.0× (base salary + target bonus) lump sum; 18 months benefits; accelerate equity that would vest in next 12 months (CEO) |
| Change‑in‑Control (Double Trigger) | 3.0× (base salary + target bonus) lump sum; 18 months benefits; full vesting of outstanding equity upon qualifying termination |
| Agreement Term | One‑year term commencing Dec 1, 2024; automatic one‑year extensions; special extension during announced change‑in‑control window |
| Clawback | Misconduct‑related restatement clawback and mandatory “erroneously awarded” recovery policy per Rule 10D‑1/Nasdaq |
| Perquisites | Access to sports/golf club memberships; relocation reimbursement; comprehensive employee benefits (no defined benefit pension/serp; no deferred comp) |
Potential Payments (Hypothetical at Mar 31, 2025)
| Scenario | Accrued Vacation ($) | Severance ($) | COBRA ($) | Accelerated RSUs ($) | Accelerated PSUs ($) | Total ($) |
|---|---|---|---|---|---|---|
| Termination without Cause/Good Reason (no CIC) | 252,000 | 6,552,000 | 15,418 | 923,181 | 363,950 | 8,106,549 |
| Termination without Cause/Good Reason (with CIC) | 252,000 | 9,828,000 | 15,418 | 2,331,527 | 1,643,224 | 14,070,169 |
| Death or Disability | 252,000 | — | — | 2,331,527 | 1,643,224 | 4,226,751 |
Board Governance
- Board service and leadership: Chairman of the Board and CEO; director since 1986; Class III director with current term expiring 2026; age 70 .
- Committee roles: Member, Banking and Finance Committee .
- Independence: Board majority independent; Dankberg not independent due to employee status; structure includes Lead Independent Director (Sean Pak) to balance combined CEO/Chair role .
- Board activity: 12 Board meetings in FY2025; all directors attended ≥75% of board/committee meetings .
- Dual‑role implications: Combined CEO/Chair centralizes leadership and information flow; mitigated by Lead Independent Director responsibilities and majority‑independent committees .
Investment Implications
- Pay‑for‑performance alignment: CEO’s target bonus at 140% of salary and FY2025 payout at 102% reflect near‑plan outcomes; annual bonus weighted 70% toward financial/operational metrics, supporting linkage to execution .
- Long‑term incentives: Significant PSU weighting tied to FCF, CapEx and revenue (FY2025 earned at 150%); relative TSR PSUs add market‑based discipline; change‑in‑control PSU rules avoid windfalls and preserve performance conditioning .
- Ownership alignment vs. selling pressure: Large beneficial stake (1.4% of shares outstanding) with CEO holding policy reduces immediate post‑vesting sales; recurring RSU vesting creates mechanical supply but governance requires 12‑month holding of net shares .
- Red flags and risk controls: Pledge of 673,627 shares as collateral (company asserts minimal, non‑hedging intent; <1% of shares outstanding) warrants monitoring; absence of employment agreement, robust double‑trigger CIC protection (3× multiple), clawback policies and anti‑hedging/pledging provide guardrails .
- Governance balance: Combined CEO/Chair structure balanced with Lead Independent Director and independent committees; Board responsiveness to shareholder feedback (bonus target transparency, cap at 250%, and performance‑based equity enhancements) supports investor confidence .
All data above is sourced from Viasat’s 2025 DEF 14A and related filings.