Theresa Wise
VIASATAbout Theresa Wise
Theresa Wise (age 58) is an independent Class I director of Viasat, serving since 2020 with a current term expiring in 2027. She is CEO and principal of Utaza, LLC (since 2017), and previously served as Senior Vice President and CIO at Delta Air Lines (2008–2016) and CIO at Northwest Airlines (2001–2008). She holds a B.A. in mathematics and chemistry from St. Olaf College and M.S./Ph.D. degrees in applied mathematics from Cornell University; she currently serves on the board of IBS Software. The Board has designated her an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Utaza, LLC | Chief Executive Officer and Principal | 2017–present | Information technology consulting leadership |
| Delta Air Lines | Senior Vice President and Chief Information Officer | 2008–2016 | Led enterprise IT strategy and operations |
| Northwest Airlines Corporation | Chief Information Officer | 2001–2008 | CIO through merger into Delta |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| IBS Software | Director | Current | Board service at enterprise software provider |
| Utaza, LLC | CEO & Principal | 2017–present | IT consulting firm leadership |
Board Governance
- Committee assignments (FY2025): Audit Committee (Member; audit committee financial expert), Compensation and Human Resources Committee (Chair), Banking and Finance Committee (Member).
- Independence: Board affirmatively determined Wise is independent under Nasdaq criteria; only Dankberg and Baldridge are non-independent.
- Attendance and engagement: Board met 12 times in FY2025; all directors attended at least 75% of Board and committee meetings; Audit (5), Compensation (7), Nomination (6), Banking & Finance (0; Strategic Review Committee held 3).
- Board leadership context: Lead Independent Director role exists (Sean Pak).
Fixed Compensation
| Component (FY2025) | Amount ($) | Detail |
|---|---|---|
| Board annual cash retainer | 70,000 | Non-employee director retainer |
| Compensation Committee Chair fee | 15,000 | Committee chair supplement |
| Audit Committee member fee | 15,000 | Non-chair member supplement |
| Banking & Finance Committee member fee | 2,500 | Non-chair member supplement |
| Total Fees Earned in Cash (FY2025) | 102,500 | Sum of cash retainers and committee fees |
Performance Compensation
| Equity Component (FY2025) | Shares/Terms | Grant Date Fair Value ($) | Vesting/Terms |
|---|---|---|---|
| Annual RSU award | 1,600 shares per annual grant program | 27,728 | Vests on first anniversary or next annual meeting (≥50 weeks); change-in-control/death/disability acceleration |
| Annual stock option award | 5,000 shares per annual grant program | 49,350 | Options priced at fair market value on grant date; vest per program; change-in-control/death/disability acceleration |
| Outstanding RSUs at FY2025 end | 1,600 shares | — | Time-based vesting per program |
| Outstanding options at FY2025 end | 34,000 shares | — | Standard director option terms per program |
| Performance metrics tied to director compensation | None disclosed (director awards are time-based; not performance-conditioned) | — | No performance criteria are applied to director grants |
Notes: Director equity program specifies initial grants (3,000 RSUs + 9,000 options) and annual grants (1,600 RSUs + 5,000 options), with vesting schedules as above. Awards are subject to accelerated vesting on change-in-control, death, or disability.
Other Directorships & Interlocks
| Company | Role | Interlocks/Conflicts |
|---|---|---|
| IBS Software | Director | No related-party transactions with Viasat disclosed; no compensation committee interlocks involving Viasat executives were reported in FY2025. |
Expertise & Qualifications
- Designated as an audit committee financial expert; strengthens financial oversight.
- Deep enterprise IT leadership and data analytics expertise from Delta/Northwest; enhances customer experience and technology governance at Viasat.
- Advanced quantitative training (M.S./Ph.D. in applied mathematics) supports risk oversight and complex technical decision-making.
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 38,400 | As of July 1, 2025 |
| Options exercisable within 60 days | 29,000 | Included in beneficial ownership per SEC rules |
| RSUs outstanding (FY2025 end) | 1,600 | Director RSUs outstanding at fiscal year-end |
| Ownership as % of shares outstanding | <1% | Company-wide outstanding shares basis |
| Shares pledged as collateral | None disclosed for Wise | Pledging disclosure pertains to Dankberg; Wise’s footnote shows options only |
- Director stock ownership guidelines: Non-employee directors must hold stock valued ≥3x the annual Board retainer within five years; all non-employee directors were in compliance as of FY2025 year-end.
Governance Assessment
- Board effectiveness: Wise chairs the Compensation and Human Resources Committee and serves as an Audit Committee member with “financial expert” designation—positioning her at the center of pay oversight and financial reporting control. This combination supports robust pay-for-performance alignment and audit quality.
- Independence and attendance: She is independent under Nasdaq rules and met the Board’s engagement threshold (≥75% attendance), which supports investor confidence in oversight rigor.
- Compensation and ownership alignment: FY2025 director pay mix (cash + RSUs + options) aligns directors with long-term shareholders; she is in compliance with director ownership guidelines, and her equity holdings and outstanding awards provide continuing alignment.
- Conflicts/related-party exposure: No related-party transactions were disclosed relating to Wise; the Related Party Transactions section lists relationships for other insiders, not Wise, reducing perceived conflict risk.
- Policies and safeguards: Viasat maintains anti-hedging and pledging, clawback, and stock holding policies (CEO-specific) alongside minimum vesting and no-option repricing provisions in equity plans—collectively supportive of governance best practices.