Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Director Appointment
On June 10, 2021, the Board of Directors (the "Board") of Virgin Galactic
Holdings, Inc. (the "Company") upon recommendation from its Nominating and
Corporate Governance Committee, increased the size of the Board from eight to
nine directors and appointed Tina W. Jonas to fill the newly created vacancy on
the Board, each effective as of June 10, 2021. Ms. Jonas was also appointed to
serve on the Board's Audit Committee and may in the future be appointed to other
committees of the Board. Ms. Jonas will serve on the Board until the Company's
annual meeting of stockholders to be held in 2021 and until her successor is
duly elected and qualified or until her earlier death, resignation or removal.
Ms. Jonas, 61, has served as a consultant providing strategic consulting for the
defense, aviation and healthcare sectors since 2015. From 2012 to 2014, Ms.
Jonas served in several executive roles within UnitedHealthGroup before becoming
its President, UnitedHealthcare, Military and Veterans. Prior to her tenure at
UnitedHealthGroup, from 2010 to 2012, Ms. Jonas served as Executive Vice
President, Operations of PASSUR Aerospace, a business intelligence and aviation
firm, and from 2008 to 2010, as Director, Operations of Sikorsky Aircraft. From
2004 to 2008, Ms. Jonas served as the Undersecretary Comptroller and Chief
Financial Officer for the Department of Defense, and from 2002 to 2004, served
as the Assistant Director and Chief Financial Officer for the Federal Bureau of
Investigation, and from 2001 to 2002, Ms. Jonas served as Deputy Undersecretary
for Financial Management for the Department of Defense. Ms. Jonas has served on
the board of directors and the Audit and Finance committee of Centrus Energy
Corp. since 2020, and serves on the board of directors of other privately held
companies and non-profits. Ms. Jonas holds a Bachelor of Arts degree in
political science from Arizona State University and a Master of Arts degree in
liberal studies from Georgetown University.
Ms. Jonas 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 $10,000 for serving on the Audit 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 will vest in substantially equal
annual installments over three years following the grant date, subject to Ms.
Jonas' continued service on the Board through the applicable vesting date (the
"initial date"); and (iv) following each annual meeting of the Company's
stockholders, an annual equity-based award of RSUs covering a number of RSUs
equal to $125,000 that will vest in full on the earlier of (x) the one-year
anniversary of the applicable grant date, and (y) the date of the next annual
meeting of stockholders following the grant date, subject to Ms. Jonas'
continued service through the applicable vesting date (each an "annual award").
Vesting of the initial award and any annual award will accelerate in full in the
event of a change in control of the Company.
Ms. Jonas has entered into the Company's standard form of indemnification
agreement for its directors and officers.
Item 8.01 Other Events.
On June 10, 2021, the Company announced that its annual meeting of stockholders
(the "2021 Annual Meeting") will be held on August 25, 2021. Holders of record
at the close of business on June 28, 2021 will be entitled to receive notice of
and to vote at the meeting.
Any stockholder seeking to bring business before the 2021 Annual Meeting must
provide timely notice as set forth in the Company's Bylaws, and any notice of
proposed business or nomination must comply with the specific requirements set
forth in the Bylaws.
Item 9.01 Financial Statements and Exhibits.
.
(d) Exhibits.
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Exhibit No. Description
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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