Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 20, 2021, the Board of Directors (the "Board") of Virgin Galactic
Holdings, Inc. (the "Company") increased the size of the Board from nine to ten
directors and appointed Wanda Sigur to fill the newly created vacancy on the
Board, effective as of December 20, 2021. Ms. Sigur was also appointed to serve
on the Board's Safety Committee and may in the future be appointed to other
committees of the Board. Ms. Sigur will serve on the Board until the Company's
annual meeting of stockholders to be held in 2022 and until her successor is
duly elected and qualified or until her earlier death, resignation or removal.
Ms. Sigur is an independent consultant for emerging space exploration and
traditional aerospace industry companies, providing design, analysis, prototype
build, test solutions and design partners and, since 2018, has provided these
services through Lambent Engineering LLC where is President and Founder. From
1979 to 2017, Ms. Sigur held various senior level positions at Lockheed Martin
Space Systems, most recently from 2014 to 2017, as Vice President and General
Manager of Civil Space, where she had executive responsibility for national
space programs relating to human space flight and space science missions,
including planetary, solar, astrophysical, and Earth remote sensing for civil
government agencies. Ms. Sigur is a member of the National Academy of
Engineering (NAE), the International Academy of Astronautics (IAA) and The
Academy of Medicine, Engineering and Science of Texas (TAMEST). She is a member
of the National Academies Science, Engineering and Medicine Aeronautics and
Space Evaluation Board (ASEB) and Chair of the ASEB Space Technology Industry
Government University Roundtable. Ms. Sigur graduated from Rice University with
a bachelor's of science in Materials Science and Engineering and holds an M.B.A.
from Tulane University.
Ms. Sigur is eligible to participate in the Company's Non-Employee Director
Compensation Program, which provides for: (i) an annual cash retainer of
$125,000 for serving on the Board, earned on a quarterly basis; (ii) an annual
cash retainer of $7,500 for serving on the Safety Committee, earned on a
quarterly basis; (iii) an initial equity-based award of restricted stock units
("RSUs") in an amount equal to $150,000 that vests in substantially equal annual
installments over three years following the grant date, subject to Ms. Sigur's
continued service on the Board through each such vesting date; and (iv)
following each annual meeting of the Company's stockholders, an annual
equity-based award of RSUs in an amount of $125,000 that vests in full on the
earlier of (i) the one-year anniversary of the grant date and (ii) the date of
the next annual meeting of stockholders following the grant date, subject to Ms.
Sigur's continued service through the applicable vesting date.
Ms. Sigur has entered into the Company's standard form of indemnification
agreement for its directors and officers.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description
104 Cover Page Interactive Data File - the cover page XBRL tags are embedded
within the Inline XBRL document
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