Richard Baldridge
VIASATAbout Richard Baldridge
Richard Baldridge (age 67) has served on Viasat’s board since 2016. He joined Viasat in 1999 and held senior operating and financial roles including CFO, COO, President, and later President & CEO (Nov 2020–Jul 2022), followed by Vice Chairman until retirement in Jun 2023. He holds a B.S.B.A. in Information Systems from New Mexico State University. The board has affirmatively determined he is not independent due to his recent employment history at Viasat.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Viasat, Inc. | EVP, CFO & COO (2000), EVP & COO (2002), President & COO (2003), President & CEO (Nov 2020–Jul 2022), Vice Chairman (Jul 2022–Jun 2023) | 1999–2023 | Provides significant operational and financial expertise to board from executive leadership; recent employment status drives non-independence. |
| Raytheon Corporation (Training Systems Division) | Vice President & General Manager | 1998–1999 | Defense training systems leadership. |
| Hughes Information Systems / Hughes Training Inc. | COO & CFO | 1994–1997 | Finance and operations in defense/technology prior to acquisition by Raytheon. |
| General Dynamics Corporation | Senior financial and general management roles | Not disclosed | Broad defense-industry experience. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ducommun Incorporated (NYSE: DCO) | Director | Not disclosed | Aerospace and defense manufacturing; potential industry adjacency to Viasat’s defense business. |
| EvoNexus (San Diego tech incubator) | Director | Not disclosed | Non-profit technology incubator governance. |
Board Governance
- Independence: The board affirmed Baldridge is not independent under Nasdaq standards due to being a current or recent employee; only Dankberg and Baldridge are not independent among current directors.
- Committee assignments (FY2025): Chair, Banking & Finance Committee; no membership on Audit, Compensation & Human Resources, or Nomination, Evaluation & Corporate Governance.
- Strategic Review Committee: Established in 2024; six-member committee held three meetings in FY2025; Baldridge received a prorated chair retainer (see compensation).
- Attendance: Board met 12 times in FY2025; all directors attended at least 75% of board and applicable committee meetings.
| Governance Metric | FY2025 | Notes |
|---|---|---|
| Board meetings | 12 | Board-wide |
| Audit Committee meetings | 5 | All members independent per Nasdaq |
| Compensation & HR Committee meetings | 7 | All members independent per Nasdaq |
| Nomination, Evaluation & Corporate Governance meetings | 6 | All members independent per Nasdaq |
| Banking & Finance Committee meetings | 0 | Baldridge is Chair |
| Strategic Review Committee meetings | 3 | Six members; oversight of strategic alternatives |
| Director attendance ≥75% | Yes | All directors met threshold |
Fixed Compensation
| Component (FY2025) | Amount (USD) | Detail |
|---|---|---|
| Board cash retainer | $70,000 | Standard member retainer |
| Committee cash – Banking & Finance Chair | $5,000 (chair of “other” committees) | Banking & Finance treated as other committee for fees |
| Strategic Review Committee Chair (prorated) | $25,000 | From Jan 1–Mar 31, 2025; annual chair retainer is $100,000 |
| Total cash fees reported (FY2025) | $100,000 | Includes prorated SRC chair retainer |
Performance Compensation
| Equity Component (FY2025) | Grant structure | Grant-date fair value (USD) | Vesting / Terms |
|---|---|---|---|
| Annual RSU grant | 1,600 shares RSU to each non-employee director at annual meeting | $27,728 (Baldridge) | Vests at earlier of 1-year from grant or next annual meeting (≥50 weeks); accelerated on change-in-control or death/disability. |
| Annual stock option grant | Option to purchase 5,000 shares to each non-employee director at annual meeting | $49,350 (Baldridge) | Standard director option terms; options outstanding post-year end disclosed. |
Additional program features: Director initial equity grants (upon joining board) are 3,000 RSUs and 9,000 options, vesting in three equal annual installments.
Other Directorships & Interlocks
- Ducommun (DCO) director; EvoNexus director. These roles are adjacent to Viasat’s aerospace/defense ecosystem but no related-party transactions with these entities are disclosed.
Expertise & Qualifications
- Deep operating and financial leadership (CFO, COO, President, CEO) across satellite communications and defense technology; prior roles at Raytheon/Hughes/General Dynamics.
- Education: B.S.B.A., Information Systems, New Mexico State University.
Equity Ownership
| Holder | Shares beneficially owned | Components | % of shares outstanding |
|---|---|---|---|
| Richard Baldridge | 355,561 | Includes 5,000 options exercisable within 60 days; 295,561 shares held by the Richard and Donna Baldridge Family Trust. | <1% |
- Director stock ownership guidelines: Non-employee directors should hold ≥3x annual board retainer within five years; as of FY2025, all non-employee directors were in compliance.
- Hedging/pledging: Company prohibits short sales and hedging by executive officers and directors; maintains anti-hedging and pledging policy. No pledging is disclosed for Baldridge.
Fixed & Performance Compensation Table (FY2025)
| Name | Fees Earned/Paid in Cash (USD) | Stock Awards (USD) | Option Awards (USD) | Total (USD) |
|---|---|---|---|---|
| Richard Baldridge | $100,000 | $27,728 | $49,350 | $177,078 |
Say-on-Pay & Shareholder Feedback
- 2025 advisory vote on executive compensation: For 94,363,820; Against 4,413,521; Abstentions 1,200,588; Broker non-votes 20,078,710.
- Director election (2025): Baldridge received For 93,856,135; Withheld 6,121,794; Broker non-votes 20,078,710.
- Board responsiveness: Program includes performance-based equity for executives, increased weighting of financial/operational metrics in annual bonuses, bonus caps, clawback policies, enhanced peer group disclosure.
Related Party Transactions and Potential Conflicts
- Family employment at Viasat (FY2025): Two daughters-in-law (Attorney: $173,100 aggregate; Program Manager: $130,700 aggregate), and two sons (Regulatory & Policy Analyst: $127,500 aggregate; Strategic Business Development position: $130,900 aggregate including severance/vacation).
- Review/approval processes exist for related-party transactions; broader disclosures include other executives’ family members in roles.
Governance Assessment
- Independence and roles: Baldridge is not independent under Nasdaq criteria due to recent executive roles; he currently chairs the Banking & Finance Committee and served as Chair of the Strategic Review Committee during part of FY2025. This structure preserves independence on key oversight committees (Audit/Comp/Nominating) while utilizing his finance experience on corporate finance oversight.
- Attendance and engagement: Meets attendance thresholds; board conducted 12 meetings in FY2025; major committees were active across governance, audit, and compensation.
- Ownership alignment: Holds 355,561 shares with additional exercisable options and family trust holdings; conforms to director ownership guidelines; anti-hedging/pledging policies in place.
- Shareholder support: Strong reelection vote counts; advisory say-on-pay received broad support.
- RED FLAGS:
- Not independent director status (recently employed executive).
- Multiple immediate family members employed at Viasat with disclosed compensation—ongoing related-party exposure requiring vigilant recusal/reporting and board oversight.