Michael Paull

About Michael Paull

Michael Paull (age 53) joined Viasat’s Board in 2025 and serves as a Class III director with a term expiring at the 2026 annual meeting . He is CEO and a director of RBmedia (joined March 2024), previously President of Disney Streaming (2022–2023), CEO and director of Bamtech Media (acquired by Disney in 2017), and earlier held senior roles at Amazon (2012–2017), Sony Music, Sony Pictures Entertainment, FOX Entertainment Group, and Time Warner . He holds a B.S. from the University of California and an MBA from Harvard Business School .

Past Roles

External Roles

Board Governance

• Classification/Term: Class III director; term expires at 2026 annual meeting .
• Independence: Member of the Audit Committee, which is comprised solely of independent directors; Paull is listed in the Audit Committee report, confirming independence .
• Committee Assignments (FY2025 context and as of proxy date):
  • Audit Committee: Member; 5 meetings in FY2025 .
  • Other standing committees: Not listed as member/chair .
• Board Attendance: Board held 12 meetings in FY2025; all directors then serving attended at least 75% of Board and relevant committee meetings. Paull’s appointment was after FY2025 year-end; the attendance statistic pertains to directors serving during FY2025 .

Fixed Compensation

Policy entitlements for non-employee directors:

• Cash Retainers:
  • Board member annual cash retainer: $70,000 .
  • Committee membership fees:
    • Audit Committee member (non-chair): $15,000 .
    • Other committee member fees: Compensation $10,000; Nominating $5,000; Other committees $2,500 .
  • Chair fees: Audit $20,000; Compensation $15,000; Nominating $10,000; other committees $5,000; Lead Independent Director $25,000; Strategic Review Committee Chair $100,000 .

Additional governance:

• Indemnification: Paull to enter the Company’s standard director and officer indemnification agreement .

Performance Compensation

Director equity program (time-based; not performance-based):

• Initial election grant: RSU for 3,000 shares and stock option for 9,000 shares; vesting in three equal annual installments on each of the first three anniversaries .
• Annual grant: RSU for 1,600 shares and stock option for 5,000 shares; vests on the first anniversary or the date of the next annual meeting (≥50 weeks after grant) .
• Accelerated vesting: Change in control or director’s death/disability .
• Clawback: All awards subject to company clawback policy per Rule 10-D and Nasdaq requirements .
• No repricing: Underwater options/SARs may not be repriced/exchanged without shareholder approval .

Note: On May 12, 2025, the Company disclosed that Paull will be compensated under the non-employee director compensation policy (as described in the 2024 proxy); specific individual grant dates/values were not detailed in the 8-K .

Other Directorships & Interlocks

Expertise & Qualifications

• Consumer product development; technology; content distribution and acquisition; media industry experience (20+ years) .
• Streaming leadership across Disney, Amazon, Bamtech; global operations and product/technology oversight .
• MBA (Harvard) and B.S. (University of California) .
• Board skills add digital/media commercialization expertise to Viasat’s portfolio .

Equity Ownership

• Beneficial ownership: None reported as of July 1, 2025; percent ownership less than 1% .
• Methodology note: Table counts shares and awards exercisable/vesting within 60 days; unvested/unexercisable awards not included .

Stock ownership guidelines:

• Non-employee directors must attain ≥3x annual Board retainer in stock value within 5 years of first election; as of FY2025 year-end, all non-employee directors were in compliance (Paull elected after FY2025 year-end; guideline provides five-year window) .

Governance Assessment

• Independence and oversight: Audit Committee membership and the Audit Committee’s independence confirm Paull’s independent status, supporting board effectiveness in financial oversight .
• Engagement signal: Committee meetings in FY2025 indicate active oversight cadence (Audit 5; Compensation 7; Nominating 6), though Paull’s personal attendance data is not yet disclosed due to timing of his appointment post-FY2025 .
• Alignment and incentives: Standard director equity program (initial plus annual RSU/option grants) with clawback and no repricing provisions strengthens alignment and investor protections; accelerated vesting on change-in-control is typical but should be monitored for retention vs. windfall risk .
• Ownership: No beneficial ownership reported as of July 1, 2025; guideline allows five years to reach ≥3x retainer—monitor progress toward ownership targets for skin-in-the-game alignment .
• Potential conflicts: No related-party transactions or interlocks with Viasat’s customers/suppliers disclosed in the reviewed proxy/8-K filings; Paull’s other roles are in media/fintech/private companies without disclosed overlaps .
• RED FLAGS: None identified in the reviewed filings specific to Paull (no pledging/hedging, no RPTs, no attendance shortfalls reported). Continue monitoring for: director equity award changes, RPTs, and compliance with ownership guidelines .