Executive pay, equity plan and audits on ballot in Gogo (GOGO) 2026 proxy
Rhea-AI Filing Summary
Gogo Inc. (GOGO) is holding its 2026 all-virtual annual stockholder meeting on May 28, 2026, to vote on board and compensation matters. Stockholders will elect three Class I directors, cast an advisory “say‑on‑pay” vote, approve an amended and restated 2024 omnibus equity incentive plan, and ratify Deloitte & Touche LLP as auditor.
The proxy describes a nine‑member classified board with seven independent directors, a lead independent director, and fully independent key committees. It highlights anti‑hedging and anti‑pledging policies, related‑party review procedures, and significant insider ownership, including stakes held by Oakleigh Thorne and GTCR affiliates.
Executive pay emphasizes performance-based bonuses and time‑vesting RSUs. For 2025, bonus funding was tied to revenue, Adjusted EBITDA, product launch milestones, and AVANCE equipment shipments. The company achieved about 122% of its aggregate bonus target, reflecting stronger‑than‑target Adjusted EBITDA, successful Gogo Galileo milestones, and higher AVANCE unit shipments.
Positive
- None.
Negative
- None.
Key Figures
Key Terms
Amended and Restated 2024 Omnibus Equity Incentive Plan financial
say-on-pay advisory vote financial
Lead Independent Director financial
Adjusted EBITDA financial
Risk Committee financial
deferred stock units (DSUs) financial
Compensation Summary
| Name | Title | Total Compensation |
|---|---|---|
| Christopher Moore | ||
| Zachary Cotner | ||
| Crystal L. Gordon | ||
| Hayden Olson | ||
| Oakleigh Thorne |
- Election of three Class I directors
- Advisory vote to approve executive compensation
- Approval of the Amended and Restated 2024 Omnibus Equity Incentive Plan
- Ratification of Deloitte & Touche LLP as independent registered public accounting firm
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ☒ |
Filed by a Party other than the Registrant ☐ |
Check the appropriate box:
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Pursuant to §240.14a-12 |
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required |
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Fee paid previously with preliminary materials |
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents to Proxy Statement
2026 PROXY STATEMENT SUMMARY |
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Gogo Inc.’s 2026 Annual Meeting Information |
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Items of Business |
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Board Structure |
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Election of Class I Directors |
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Advisory Vote on Executive Compensation |
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Approval of the Amended and Restated 2024 Omnibus Equity Incentive Plan |
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Ratification of the Appointment of the |
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OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE |
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Our Board |
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Class I Nominees |
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Selecting Nominees for Director |
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Director Independence |
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Executive Sessions of Our Non-Management Directors |
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Board Leadership Structure |
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Risk Oversight |
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Corporate Governance Guidelines |
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Code of Business Conduct |
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Committees of the Board |
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Meetings of the Board and Attendance at the |
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Plurality Voting for Directors and Director |
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Succession Planning and Management Development |
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Security Ownership Policies |
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Communications with the Board |
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EXECUTIVE OFFICERS |
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RELATED PERSON TRANSACTIONS |
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Policies and Procedures for Related Person Transactions |
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Related Person Transactions |
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL |
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COMPENSATION DISCUSSION AND ANALYSIS |
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COMPENSATION COMMITTEE REPORT |
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EXECUTIVE COMPENSATION TABLES |
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Summary Compensation Table |
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Grants of Plan-Based Awards |
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Narrative to Summary Compensation Table and |
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Outstanding Equity Awards at 2025 Fiscal Year-End |
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Option Exercises and Stock Vested Table |
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Nonqualified Deferred Compensation Table |
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Potential Payments upon Termination or Change |
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CEO PAY RATIO |
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PAY VERSUS PERFORMANCE |
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Pay versus Performance Table |
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Relationship between Compensation Actually Paid |
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Financial Performance Measures |
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DIRECTOR COMPENSATION |
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AUDIT MATTERS |
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Audit Committee Report |
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Pre-approval of Independent Auditor Services |
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Independent Registered Public Accounting Firm Fees |
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PROPOSAL 1: ELECTION OF DIRECTORS |
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Nominees for Director |
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PROPOSAL 2: ADVISORY VOTE TO APPROVE |
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PROPOSAL 3: APPROVAL OF THE AMENDED AND RESTATED 2024 OMNIBUS EQUITY INCENTIVE PLAN |
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PROPOSAL 4: RATIFICATION OF APPOINTMENT |
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OTHER INFORMATION FOR STOCKHOLDERS |
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Other Business |
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Stockholder Proposals and Director Nominations |
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Annual Report for 2025 |
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Solicitation Costs |
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Householding of Annual Disclosure Documents |
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Attendance at Annual Meeting |
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QUESTIONS AND ANSWERS ABOUT THE PROXY |
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GOGO INC. |
Table of Contents
2026 Proxy Statement Summary
This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider, and you should read the entire proxy statement carefully before voting.
Please note that the Annual Meeting of Stockholders (the “Annual Meeting”) will be conducted solely online and can be attended by visiting www.proxydocs.com/GOGO.
Gogo Inc.'s
Date and time May 28, 2026, at 9:00 a.m. Mountain Time Online at www.proxydocs.com/GOGO Record date Close of business on April 6, 2026 Holders of common stock are Attendance Attendance is limited to stockholders Date of mailing and release The Notice of Internet Availability of |
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Items of business
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Proposals |
Board Vote |
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Election of the three directors named in this proxy statement |
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Advisory vote approving executive compensation |
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Approval of the Amended and Restated 2024 Omnibus Equity Incentive Plan |
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Ratification of the appointment of our independent registered public accounting firm, Deloitte & Touche LLP |
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Transaction of any other business that may properly be brought before the Annual Meeting. |
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How to vote |
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Vote by using the Internet www.proxydocs.com/GOGO Access using the control number located on each proxy card. Internet voting is available 24 hours a day and will be accessible until 11:59 p.m. Eastern Time on May 27, 2026. |
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Vote by telephone 1-866-966-1388 (with your proxy card in hand) Vote until 11:59 p.m. Eastern Time on May 27, 2026. |
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Vote by mail Simply mark your proxy card, date and sign it, and return it in the postage-paid envelope. |
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2026 PROXY STATEMENT |
GOGO INC. |
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Table of Contents
2026 PROXY STATEMENT SUMMARY
Board Structure
The board of directors (the “Board”) of the Company currently consists of nine directors, which are divided into three classes: three directors in Class I, three directors in Class II and three directors in Class III, with the terms of the Class I directors expiring at the Annual Meeting. The Company has determined to nominate for reelection at the Annual Meeting all of the current Class I directors.
Election of Class I Directors
The three nominees for election as Class I directors are listed below. If elected, the nominees for election as Class I directors will serve for a term of three years or until their successors are duly elected and qualified. If you sign and return the accompanying proxy, your shares will be voted for the election of the three Class I nominees recommended by the Board unless you choose to withhold authority to vote for any of the nominees. If any nominee for any reason is unable to serve or will not serve, your proxy may be voted for a substitute nominee designated by the Board as the proxy holders may determine. The Board is not aware of any nominee who will be unable to or will not serve as a director. There is no cumulative voting.
In order to be elected, a nominee must receive a plurality of the votes validly cast at the Annual Meeting. Therefore, the three nominees who receive the highest number of “FOR” votes (among votes properly cast in person or by proxy) will be elected. Proxies cannot be voted for a greater number of persons than the number of nominees named. The Class I nominees are as follows:
Name & Occupation |
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Board Committees |
Independent |
Hugh W. Jones |
62 |
2016 |
Audit, Compensation |
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Oakleigh Thorne Former Chief Executive Officer of the Company and Current Chair of the Company's Board of Directors |
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2006 |
N/A |
No |
Charles C. Townsend Managing General Partner of Wireless Limited Partnerships |
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2010 |
Compensation |
Yes |
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Additional information about the three director nominees, as well as the Class II and Class III directors who will continue to serve after the Annual Meeting, is provided in the section titled “Our Board of Directors and Corporate Governance.”
Advisory Vote on Executive Compensation
The Board is asking you to vote to approve the compensation of our named executive officers, often referred to as a “say-on-pay” advisory vote. While the advisory vote is not binding on our Board, the Board and Compensation Committee will take the result of the vote into account when determining future executive compensation arrangements. For more information, see “Proposal 2: Advisory Vote to Approve Executive Compensation.”
Approval of the Restated 2024 Omnibus Equity Incentive Plan
The Board is asking you to vote to approve the Restated 2024 Omnibus Equity Incentive Plan. For more information, see "Proposal 3: Approval of the Amended and Restated 2024 Omnibus Equity Incentive Plan."
Ratification of the Appointment of the Independent Registered Public Accounting Firm
The Board is asking you to ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the 2026 fiscal year. For more information, see “Proposal 4: Ratification of the Appointment of Accountants.”
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GOGO INC. |
2026 PROXY STATEMENT |
Table of Contents
Our Board of Directors and Corporate Governance
Corporate Governance Highlights
Our commitment to corporate governance is reflected in several practices of our Board and its committees, as described below.
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7 of our 9 directors are independent |
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Oversight by Lead Independent Director |
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Our Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee consist solely of independent directors |
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Regular executive sessions of independent directors |
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At least 75% Board and committee meeting attendance in 2025 for each current director |
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Annual Board self-evaluations |
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Comprehensive Code of Business Conduct and Ethics and Code of Financial Ethics |
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Resignation policy for uncontested director elections |
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Single-class voting structure |
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Anti-hedging and anti-pledging policies |
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Risk oversight by Board and committees |
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The following sections provide an overview of our corporate governance structure and processes. Among other topics, we describe how we select directors, how we consider the independence of our directors and key aspects of our Board operations.
Our Board
The Company’s Bylaws provide that the Board will consist of not fewer than three directors, with the exact number to be fixed by the Board. Following the Annual Meeting, assuming the election of our nominees, the Board will consist of nine directors.
The Company’s Third Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) divides the Board into three classes, as nearly equal in number as possible, with the terms of office of the directors of each class ending in different years. Following the Annual Meeting, assuming the election of our nominees, Class I will have three directors, Class II will have three directors, and Class III will have three directors. The terms of directors in Classes I, II, and III end at the annual meetings in 2026, 2027 and 2028, respectively.
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Director |
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Class I Directors with terms expiring at the 2026 Annual Meeting |
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Hugh W. Jones |
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Lead Independent Director |
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Oakleigh Thorne |
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Chair of the Board |
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Charles C. Townsend |
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Director |
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Class II Directors with terms expiring at the 2027 Annual Meeting |
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Monte J.M. Koch |
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Michele Coleman Mayes |
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Harris N. Williams |
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Class III Directors with terms expiring at the 2028 Annual Meeting |
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Mark Anderson |
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Director |
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General (Retired) Michael Minihan |
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Director |
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Christopher J. Moore |
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Director and Chief Executive Officer |
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2024 |
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2026 PROXY STATEMENT |
GOGO INC. |
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Table of Contents
OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
At each annual meeting of the stockholders, the successors of the directors whose term expires at that meeting are elected to hold office for a term expiring at the annual meeting of the stockholders held in the third year following the year of their election. The Board is therefore asking you to elect three nominees for director whose terms expire at the Annual Meeting. Hugh W. Jones, Oakleigh Thorne and Charles C. Townsend, three of our current Class I directors, have been nominated for reelection at the Annual Meeting. See "Proposal 1: Election of Directors."
Biographical information for each nominee and continuing director is set forth below. We have also identified for each individual the business experience, qualifications, attributes and skills that underlie the Board’s and Nominating and Corporate Governance Committee’s belief that each individual is a valuable member of the Board.
Class I Director Nominees
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Age: 62 Director Since: 2016 Independent: Yes
COMMITTEES: Audit Compensation CHAIR |
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Hugh W. Jones Hugh W. Jones is a co-founder of Basalt Investments, LLC. Mr. Jones previously served as President of Sabre Airline Solutions from April 2011 to August 2017. From 1996 to 2011, Mr. Jones held a number of other executive positions including President and CEO of Travelocity and COO of Sabre Travel Network and Airline Solutions. Mr. Jones has served on the board of directors of the travel technology company Travelport (formerly Toro Private OpCo, LTD) since May 2019. He began his career in the travel industry at American Airlines in 1988, serving in a variety of finance positions. Mr. Jones’s specific qualifications, experience, skills and expertise, which we believe qualify him to serve on the Board, include: • Core business skills, including financial, operating and management; • Expertise in corporate governance and human capital matters; and • A deep understanding of the airline technology and ecommerce industries. |
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GOGO INC. |
2026 PROXY STATEMENT |
Table of Contents
OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
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Age: 68 Director Since: 2006 Independent: No
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Oakleigh Thorne Oakleigh Thorne is the Chair of the Board. Mr. Thorne transitioned from his position of Chief Executive Officer of the Company (which he held from 2018 until 2024) to Executive Chair of the Board of Directors upon the acquisition of Satcom Direct Inc. ("Satcom Direct") in December 2024 until January 1, 2026. Mr. Thorne also serves as the CEO of Thorndale Farm, LLC, which oversees investment of Thorne family assets. From 1996 to 2009, Mr. Thorne served as the Co-President of Blumenstein/Thorne Information Partners, LLC, a private equity and venture capital firm. From 2000 to 2007, Mr. Thorne served as Chair and CEO of eCollege.com, a then-publicly traded provider of outsourced eLearning solutions, and he previously served as CEO of Commerce Clearing House Inc. and as a director of ShopperTrak and MachineryLink. Mr. Thorne served as a member of the board of directors of Aircell, our predecessor company, from 2003 until January 2007. Mr. Thorne’s specific qualifications, experience, skills and expertise, which we believe qualify him to serve on the Board, include: • Core business skills, including financial and strategic planning; • Finance, financial reporting, and an understanding of capital markets; and • A deep understanding of our Company and industry. |
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Age: 77 Director Since: 2010 Independent: Yes
COMMITTEES: Compensation |
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Charles C. Townsend Charles C. Townsend currently serves as Managing General Partner of Bluewater Wireless II, L.P. and Whitewater Wireless II, L.P. Mr. Townsend founded Aloha Partners LP in 2001 and served as its Managing General Partner until 2008. Mr. Townsend has served on the Board of Directors of CTIA, a trade association representing the wireless telecommunications industry, from 2017 to the present. Since January 2004, Mr. Townsend has also served as President of Pac 3, LLC. Mr. Townsend’s specific qualifications, experience, skills and expertise, which we believe qualify him to serve on the Board, include: • Core business skills, including financial and strategic planning; • A deep understanding of the telecommunications industry; and • Extensive knowledge of wireless spectrum valuations and uses. |
2026 PROXY STATEMENT |
GOGO INC. |
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Table of Contents
OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
Class II Directors - Terms Expiring at the 2027 Annual Meeting
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Age: 62 Director Since: 2024 Independent: Yes
COMMITTEES: Audit Nominating and Corporate Governance |
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Monte J. M. Koch Monte J. M. Koch is a private investor and strategic advisor, who has advised clients and invested in a broad range of industries, including real estate, hospitality, lodging, casino gaming, aviation, transportation and technology. Since March 2014, Mr. Koch has served as a director of international hotel manager and franchisor Choice Hotels International, Inc. He also is a co-founder, and from 2008 to 2017 was a director, of Ten-X.com, an online marketplace for residential and commercial real estate. From 2016 to 2020, Mr. Koch served as a partner of merchant bank BDT & MSD Partners (f/k/a BDT & Company). Mr. Koch also had a long career in investment banking, including roles at Deutsche Bank Securities Inc., the U.S. investment banking and securities arm of Deutsche Bank, where he served as Global Head of Real Estate Investment Banking and Chair of Mergers & Acquisitions for the Americas from 1999 to 2007. From 2005 until 2023, Mr. Koch served as a board member of the National Business Aviation Association, a Washington, D.C.-based trade association serving the business aviation community, where he continues to serve as chair emeritus. Mr. Koch graduated from The College of William & Mary with a Bachelor of Business Administration. Mr. Koch’s specific qualifications, experience, skills and expertise, which we believe qualify him to serve on the Board, include: • Core business skills, including financial, strategic planning, mergers and acquisitions, human capital matters; and • A deep understanding of the technology and aviation industries. |
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GOGO INC. |
2026 PROXY STATEMENT |
Table of Contents
OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
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Age: 76 Director Since: 2016 Independent: Yes
COMMITTEES: Compensation Nominating and Corporate Governance CHAIR |
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Michele Coleman Mayes Michele Coleman Mayes is the former Vice President, General Counsel and Secretary for the New York Public Library (NYPL). She was at NYPL from August 2012 to February 2024 after serving as Executive Vice President and General Counsel for Allstate Insurance Company since 2007. Prior to Allstate, she served as a Senior Vice President and the General Counsel of Pitney Bowes Inc. from 2003 to 2007 and in several legal capacities at Colgate-Palmolive from 1992 to 2003. In 1982, Ms. Mayes entered the corporate sector as managing attorney of Burroughs Corporation. After Burroughs and Sperry Corporation merged, creating Unisys Corporation, she was appointed Staff Vice President and Associate General Counsel for Worldwide Litigation. From 1976 through 1982, she served in the U.S. Department of Justice as an Assistant United States Attorney in Detroit and Brooklyn, eventually assuming the role of Chief of the Civil Division in Detroit. Ms. Mayes joined the Board of Brookfield Wealth Solutions Ltd. (NYSE: BNT) in August 2023, where she also serves on the Governance and Nominating Committee. She chaired the American Bar Association Commission on Women in the Profession from 2014 to 2017 and has served on the Board of Trustees of the American College of Corporate Governance Counsel since 2019 and as a Director for the Center for Reproductive Rights since 2020, where she is currently Chair of the Board. Ms. Mayes served as a director of Assurant, Inc. from 2004 to 2007, where she also served as a member of the Audit Committee and Chair of the Nominating and Governance Committee. Since March 2021, Ms. Mayes has been a non-director member of the Special Litigation Committee of Exelon Corporation. Ms. Mayes’s specific qualifications, experience, skills and expertise, which we believe qualify her to serve on the Board, include: • Legal, analytical and governance skills; • Core business skills and leadership experience; and • Expertise in human capital matters. |
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Age: 56 Director Since: 2010 Independent: Yes
COMMITTEES: Audit CHAIR |
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Harris N. Williams Harris N. Williams serves as Senior Managing Director of WF Investment Management LLC, a diversified asset management business. From 2005 to 2013, Mr. Williams was an executive with Ripplewood Holdings, LLC, a global private equity firm focused on control investments, serving as Managing Director since 2007. Prior to 2005, Mr. Williams was in the Investment Banking division of Credit Suisse, primarily focused on mergers and acquisitions and leveraged buyouts. Mr. Williams’s industry areas of focus have included Technology, Media, Financial Services, Healthcare, Industrials and Hospitality on a global basis. Mr. Williams served on the board of directors of 3W Power Holdings Ltd. from 2011 to 2013, where he also served as Chair of the Audit Committee. Mr. Williams’s specific qualifications, experience, skills and expertise, which we believe qualify him to serve on the Board, include: • Core business skills, including financial and strategic planning; and • Expertise in financial management, financial reporting and financial department oversight. |
2026 PROXY STATEMENT |
GOGO INC. |
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Table of Contents
OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
Class III Directors - Terms Expiring at the 2028 Annual Meeting
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Age: 50 Director Since: 2021 Independent: Yes
COMMITTEES: Compensation Nominating and Corporate Governance |
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Mark Anderson Mark Anderson joined GTCR LLC in 2000 and is currently a Managing Director and Head of the Technology, Media & Telecommunications group. Prior to joining GTCR, Mr. Anderson worked at Gracie Capital and at Bowles Hollowell Conner & Co. He holds an MBA from Harvard Business School and a BS from the McIntire School of Commerce at the University of Virginia. Mr. Anderson currently serves as a director of Vivid Seats (Nasdaq: SEAT), as well as the private companies Equiti, Jet Support Services Inc., Lexipol, Fiber Broadband, Once For All, Rithum and Tricentis. In addition, Mr. Anderson was a director of GTCR’s prior portfolio companies Beeline, CAMP Systems, Cision, Global Traffic Network, Land Lease Group, Landmark Aviation, Lytx, Rural Broadband Investments, Sorenson Communications and XIFIN and was instrumental in other GTCR investments including Skylight Financial, Solera and Transaction Network Services. Mr. Anderson’s specific qualifications, experience, skills and expertise, which we believe qualify him to serve on the Board, include: • Core business skills, including financial and strategic planning; • Expertise in human capital matters; and • A deep understanding of the technology, aviation and e-commerce industries. |
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Age: 59 Director Since: 2025 Independent: Yes
COMMITTEES: Nominating and Corporate Governance |
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General (Retired) Michael Minihan General Michael Minihan is a retired four-star general in the United States Air Force. During his 34-year military career, General Minihan commanded at every level, culminating as Commander, Air Mobility Command. He led more than 110,000 aviators and a fleet of 1,100 aircraft executing global missions. Previously, General Minihan served as Deputy Commander of U.S. Indo-Pacific Command, responsible for operations across a region spanning more than 40 nations and encompassing more than half the world’s population and trade. A command pilot with over 3,400 flying hours in airlift and tanker aircraft, he also led squadrons, wings, and a deployed joint task force. General Minihan currently serves as a Senior Advisor to the following private companies: Reliable Robotics Corporation, Beta Technologies Inc., Radia, California Forever, Victory Venture Healthcare, Airspace Data, Elanah.AI, and Coulson Aviation USA. He is also a Senior Principal at Pallas Advisors, a member of the Senior Advisory Group for Paladin Capital Group, and an advisor to the Center for Asia-Pacific Strategy. General Minihan is Chair of the Candy Bomber. General Minihan’s specific qualifications, experience, skills and expertise, which we believe qualify him to serve on the Board, include: • Core business skills, including leadership and telecommunications experience; and • A deep understanding of military and government sectors. |
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GOGO INC. |
2026 PROXY STATEMENT |
Table of Contents
OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
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Age: 50 Director Since: 2024 Independent: No
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Christopher J. Moore Christopher J. Moore serves as our Chief Executive Officer. Mr. Moore joined the company at the close of Gogo’s acquisition of Satcom Direct. Before he transitioned to Gogo, Mr. Moore served as President of Satcom Direct. He started at Satcom Direct in 2012 as Vice President of Satcom Direct International, and following great success in expanding the global footprint, moved to Satcom Direct's world headquarters in 2017, where he became President. Mr. Moore is an experienced executive and has demonstrated a history of supporting successful business growth. Mr. Moore has nearly two decades of experience in the global telecommunications and IT business space. He began his career in product management for Westcon before taking on various commercial roles. Mr. Moore then served as Vice President of Sales at Horizon Mobile, as Vice President of Sales of Trading Apps, and as Global Sales Director of Inmarsat PLC for the aeronautical, maritime, land and government markets. Mr. Moore holds an international business degree from the University of Technology, Sydney, Australia. Mr. Moore’s specific qualifications, experience, skills and expertise, which we believe qualify him to serve on the Board, include: • Core business skills, including financial and strategic planning; and • A deep understanding of technology and the satellite industry. |
2026 PROXY STATEMENT |
GOGO INC. |
9 |
Table of Contents
OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
Selecting Nominees for Director
Our Board has delegated to the Nominating and Corporate Governance Committee the responsibility for reviewing and recommending to the Board nominees for director. In accordance with our Corporate Governance Guidelines, the Nominating and Corporate Governance Committee, in evaluating director candidates, recommends to the Board appropriate criteria for the selection of new directors based on the strategic needs of the Company and the Board, periodically reviews the criteria adopted by the Board and, if deemed desirable, recommends changes to such criteria.
Candidate Identification
The Nominating and Corporate Governance Committee is responsible for recommending to the Board nominees for election to the Board at each annual meeting of stockholders and for identifying one or more candidates to fill any vacancies that may occur on the Board. The Nominating and Corporate Governance Committee actively identifies skill sets and/or knowledge bases that it feels are important to add to the Board, and then works with current directors, members of management, search firms, and other knowledgeable persons outside Gogo to identify candidates that have those skill sets and/or knowledge bases. Additionally, candidates may be recommended by independent directors, members of management, search firms, stockholders, or other persons outside Gogo. In evaluating prospective candidates, the Nominating and Corporate Governance Committee typically reviews each candidate’s background and qualifications and may conduct interviews with the candidate as a whole or individually. The Nominating and Corporate Governance Committee may also request candidates to interview with other Board members and members of management. After the foregoing evaluation process, the Nominating and Corporate Governance Committee then either recommends or does not recommend candidates to the full Board. If recommended, the full Board then selects the candidates to be nominated for election by the stockholders or to be elected by the Board to fill a vacancy.
Any stockholder who wishes to recommend a prospective candidate for the Board for consideration by the Nominating and Corporate Governance Committee may do so by submitting the name and qualifications of the prospective candidate in writing to the following address: Corporate Secretary, c/o Gogo Business Aviation LLC, 105 Edgeview Drive, Suite 300, Broomfield, Colorado 80021. Our Bylaws set forth the timing and content requirements for direct nomination of an individual by a stockholder for election to the Board. For more information, see “Other Information for Stockholders—Stockholder Proposals and Director Nominations for 2026.” Director candidates identified by stockholders will be evaluated in the same manner in which the Nominating and Corporate Governance Committee evaluates any other director candidates.
Candidate Evaluation
In evaluating each nominee, the Nominating and Corporate Governance Committee considers various criteria and qualifications for Board membership, including, but not limited to, the following: relevant knowledge and individual qualifications (including professional experience and understanding of the Company’s business environment); personal qualities of leadership (including strength of character, wisdom, judgment, ability to make independent analytical inquiries and the ability to work collegially with others); potential conflicts of interest, existing commitments to other businesses and legal considerations such as antitrust issues; independence under applicable SEC rules and regulations and the Nasdaq listing standards; and overall fit with the composition and expertise of the existing Board. While the Nominating and Corporate Governance Committee does not have a formal diversity policy for Board membership, it looks for potential candidates that help ensure that the Board has the benefit of a wide range of attributes. The Board evaluates each individual in the context of the Board as a whole, with the objective of recommending a group that can best enhance the success of the Company’s business and represent stockholder interests through the exercise of sound judgment.
In addition to the foregoing qualifications, the Nominating and Corporate Governance Committee maintains a list of skills and other features that are important to the composition of the Board to evaluate nominees. These skills and other features and the current Board composition are summarized in the matrix below. The below reflects the composition of the Board following the Annual Meeting assuming the reelection of our nominees. The fact that a particular qualification, skill, experience or perspective is not listed below does not mean that the nominee does not possess it or that the Nominating and Corporate Governance Committee did not evaluate it.
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Mark Anderson |
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Hugh W. Jones |
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Monte J.M. Koch |
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Michele Coleman Mayes |
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General (Retired) Michael Minihan |
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Christopher Moore |
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Oakleigh Thorne |
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Charles C. Townsend |
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Harris N. Williams |
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Senior Leadership and Strategy Experience as a senior executive at a large organization |
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10 |
GOGO INC. |
2026 PROXY STATEMENT |
Table of Contents
OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
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Mark Anderson |
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Hugh W. Jones |
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Monte J.M. Koch |
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Michele Coleman Mayes |
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General (Retired) Michael Minihan |
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Christopher Moore |
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Oakleigh Thorne |
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Charles C. Townsend |
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Harris N. Williams |
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Public Company Corporate Governance Experience serving on the board of a public company and/or a strong understanding of corporate governance best practices |
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Finance and Accounting Experience in financial accounting and reporting, auditing processes and standards, internal controls and corporate finance |
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Legal/Regulatory Experience with legal and regulatory compliance |
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Finance, Investments, M&A Experience in finance, investments and M&A transactions |
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Wireless/Telecom/ Aviation/E-commerce Industry Experience in the wireless, telecommunications, satellite, e-commerce and/or airline sectors |
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Strategic Planning and Operations Experience with strategic planning and managing operations |
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Information Technology/Cybersecurity Experience in information technology, including the importance of maintaining stakeholder trust through protecting their information |
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Military/Government Experience in the military/government sectors |
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Human Capital and Sustainability Experience with human capital matters and sustainability |
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2026 PROXY STATEMENT |
GOGO INC. |
11 |
Table of Contents
OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
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Director Independence
Under the Nasdaq listing standards, independent directors must comprise a majority of a listed company’s Board. In addition, the listing standards of Nasdaq require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and corporate governance committees be independent. In order to consider a director independent, the Board must affirmatively determine that they have no material relationship with Gogo Inc. and are independent under the independence criteria for directors established by Nasdaq, Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the independence criteria adopted by the Board. The independence criteria adopted by the Board are set forth in the Company’s Corporate Governance Guidelines.
The Board undertook its annual review of director independence in 2026. As part of this review, the Board considered whether there were any relationships between each director or any member of their immediate family and the Company. The Board also examined whether there were any relationships between an organization of which a director is a partner, stockholder or executive officer and the Company. The purpose of this review was to determine whether any such relationships were inconsistent with a determination that a director is independent. As a result of this review, the Board affirmatively determined that all of our director nominees and directors serving during fiscal 2025, other than Messrs. Thorne and Moore, are independent under the Nasdaq listing standards. The Board also affirmatively determined that all directors currently serving on the Audit Committee or who served during fiscal 2025 satisfy the independence requirements of Nasdaq and the SEC relating to audit committee members, and that all directors currently serving on the Compensation Committee or who served during fiscal 2025 satisfy the independence requirements of Nasdaq relating to compensation committee members.
Executive Sessions of Our Non-Management Directors
The Lead Independent Director and the full Board each have the authority to require the Board to meet in executive sessions outside the presence of management. The independent directors meet in regularly scheduled executive sessions without management not less frequently than once per quarter.
Board Leadership Structure
Chair and Chief Executive Officer Roles
As noted in our Corporate Governance Guidelines, the Board has no policy with respect to the separation of the offices of Chair and Chief Executive Officer. The Board believes it is important to retain its flexibility to allocate the responsibilities of the offices of the Chair and Chief Executive Officer in any way that is in the best interests of the Company at a given point in time. Currently, Mr. Thorne serves as our Chair, following his transition from Executive Chair, and Mr. Moore serves as our Chief Executive Officer. The Board believes this structure is effective as a means of enabling Mr. Moore to lead the Company under his executive direction and vision, while leveraging Mr. Thorne's prior experience as our Chief Executive Officer and strong rapport with the Board. The presence of our Chief Executive Officer on the Board also allows the Board to effectively fulfill its risk oversight roles, collaborate with management to enhance stockholder value and communicate the Board's view to management. Our Board assesses the Board leadership structure periodically to ensure that it serves the interests of the Company and our stockholders and promotes the creation of long-term stockholder value.
12 |
GOGO INC. |
2026 PROXY STATEMENT |
Table of Contents
OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
Lead Independent Director Role
Our independent directors have selected Mr. Jones to act as Lead Independent Director pursuant to our Corporate Governance Guidelines. The Board considers it important to ensure independent board leadership alongside that of our Chair, who is not currently independent under the Nasdaq Rules because of his prior executive roles with us, but whose Board leadership remains additive in light of his extensive experience with the Company. The Lead Independent Director has the following authorities and/or responsibilities: presiding over meetings of the Board at which the Chair is not present, including any executive sessions of the independent directors; serving as the primary liaison between the non-independent directors and the independent directors, and coordinating the annual performance reviews of the Chair and the Chief Executive Officer; assist the Chair with approving meeting schedules, agendas and the information furnished to the Board to ensure the Board has adequate time and information for discussion; in cooperation with management, being available for consultation and direct communication with major stockholders as appropriate; and coordinating the activities of the other independent directors and perform such other duties as may be established or delegated by the independent directors.
Risk Oversight
Management’s Role in Risk Oversight
Management of the Company, including the Chief Executive Officer and other executive officers, is primarily responsible for managing risks associated with the business, operations, and financial and disclosure controls. The Company’s executive officers, including the Executive Vice President, General Counsel, Chief Administrative Officer and Secretary, report directly to our Chief Executive Officer, providing visibility into the Company’s risk profile. The head of the Company’s internal audit function regularly reports to the Audit Committee, and each of the Executive Vice President, Chief Financial Officer, the Executive Vice President, General Counsel, Chief Administrative Officer and Secretary, and the head of internal audit have executive sessions with the Audit Committee on a regular basis.
Management has established a number of committees as a means to bring risk issues to the attention of senior management. The committees include the Risk Committee, the SOX Steering Committee, the Technology Oversight Committee, the Ethics Committee, the Cybersecurity Cross Functional Team (“Cybersecurity CFT”), and the Disclosure Committee. The foregoing committees meet at least quarterly (or more frequently if needed) other than the Technology Oversight Committee, which convenes upon the occurrence of certain events as outlined in the committee’s charter. The Risk Committee, which is comprised of all members of the senior management team and our leader of Internal Audit, synthesizes operational and strategic issues discussed in other committee meetings to prepare a quarterly risk register that is presented to the Board.
For further information regarding the Cybersecurity CFT and the management of our Cybersecurity risks, please see Item 1C of our Annual Report on Form 10-K filed on February 27, 2026 (the “2025 Form 10-K”).
Risks identified through our risk management processes are prioritized and, depending on the probability and severity of the risk, escalated as appropriate. Senior management discusses these risks regularly with the risk owners within the businesses and at the corporate level. Risk leaders within the businesses and corporate functions are responsible for presenting risk assessments and key risks to senior management and, when appropriate, to the Board or the relevant committee of the Board. Refer to the Risk Factors section of our 2025 Form 10-K for a discussion of key risks that could have a material adverse effect on our business, reputation, financial position and results of operations.
The Board’s Role in Risk Oversight
Risk assessment and risk management are the responsibility of the Company’s management, and the Board has oversight responsibility for those processes. The Audit Committee assists with the oversight of the Company’s enterprise risk management framework (including cybersecurity and data privacy), and the Board has also delegated specific risk oversight responsibility to committees of the Board based on the expertise of those committees. Our committee charters define the risk areas for which each committee has ongoing oversight responsibility, while the Board as a whole focuses on the most significant risks facing the Company. On a regular basis, reports of all committee meetings are presented to the Board, and the Board periodically conducts thorough reviews on key enterprise risks.
2026 PROXY STATEMENT |
GOGO INC. |
13 |
Table of Contents
OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
Corporate Governance Guidelines
The Board has adopted Corporate Governance Guidelines to assure that the Board will have the necessary authority and practices in place to review and evaluate our business operations as needed and to make decisions that are independent of our management. The guidelines are also intended to align the interests of directors and management with those of our stockholders. The Corporate Governance Guidelines set forth the practices that the Board intends to follow with respect to board composition and selection, board meetings and involvement of senior management, Chief Executive Officer performance evaluations and succession planning, and board committees and compensation.
Our Corporate Governance Guidelines are available on the corporate governance section of our investor relations website at https://ir.gogoair.com.
Code of Business Conduct and Ethics
We have a long-standing commitment to conduct our business in accordance with high ethical principles. Our Code of Business Conduct and Ethics applies to our directors, chief executive officer, chief financial officer, chief accounting officer and all other officers and employees. Our Code of Financial Ethics applies to our chief executive officer, chief financial officer, chief accounting officer and any other key employees performing finance or accounting functions. Copies of the Code of Business Conduct and Ethics and the Code of Financial Ethics may also be accessed on the corporate governance section of our investor relations website at https://ir.gogoair.com. We intend to disclose any future amendments to, or waivers from, the Code of Business Conduct and Ethics and the Code of Financial Ethics within four business days of the waiver or amendment through a website posting to the extent required by the rules and regulations of the SEC.
14 |
GOGO INC. |
2026 PROXY STATEMENT |
Table of Contents
OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
Committees of the Board
Our Board currently has three committees: the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee. The following table shows the members of each of the foregoing committees both currently and following the Annual Meeting, and the number of meetings held during fiscal year 2025. The written charters for each of the Audit, Compensation and Nominating and Corporate Governance Committees of our Board also are available on the governance section of our investor relations website at https://ir.gogoair.com.
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Committee Memberships |
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Name, Age and Primary Occupation |
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Audit |
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Compensation |
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Nominating and Corporate Governance |
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Independent |
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Mark Anderson, 50 Managing Director of GTCR LLC |
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Hugh W. Jones, 62 Co-founder of Basalt Investments, LLC |
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Monte J. M. Koch, 62 Private investor and strategic advisor |
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Michele Coleman Mayes, 76 Former Vice President, General Counsel and |
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General (Retired) Michael Minihan, 59 Retired four-star general in the United States Air Force |
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Christopher J. Moore, 50 Chief Executive Officer |
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Oakleigh Thorne, 68 Chair of the Board of Directors |
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Charles C. Townsend, 77 Managing General Partner of Bluewater Wireless II, L.P. and Whitewater Wireless II, L.P. |
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Harris N. Williams, 56 Senior Managing Director of WF Investment Management LLC |
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Number of Meetings in 2025 |
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2026 PROXY STATEMENT |
GOGO INC. |
15 |
Table of Contents
OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
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Audit Committee Our Audit Committee is responsible, among its other duties and responsibilities, for overseeing our accounting and financial reporting processes, the audits of our financial statements, the qualifications and independence of our independent registered public accounting firm, the effectiveness of our internal controls over financial reporting and the performance of our internal audit function and independent registered public accounting firm. Our Audit Committee reviews and assesses the qualitative aspects of our financial reporting, our processes for managing business and financial risks, and our compliance with legal, ethical and regulatory requirements, including oversight of Cybersecurity. Our Audit Committee is directly responsible for the appointment, compensation, retention and oversight of our independent registered public accounting firm. During fiscal year 2025, our Audit Committee held nine meetings. Our Audit Committee is currently and following the Annual Meeting will be composed of Messrs. Williams (chair), Jones and Koch. Each member of our Audit Committee meets the Nasdaq independence requirements, is financially literate, and is an independent director under Rule 10A-3 under the Exchange Act. Our Board has determined that Mr. Williams is an audit committee financial expert as defined by the SEC. |
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Members Harris N. Williams CHAIR Hugh W. Jones Monte J. M. Koch
9 MEETINGS IN 2025 |
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Compensation Committee Our Compensation Committee is responsible, among its other duties and responsibilities, for reviewing and approving all forms of compensation to be provided to, and employment agreements with, the executive officers and directors of the Company and its subsidiaries (including our Chief Executive Officer) and establishing the general compensation policies of the Company and its subsidiaries. During fiscal year 2025, our Compensation Committee held four meetings. Our Compensation Committee is currently composed of Messrs. Jones (chair), Anderson, and Townsend and Ms. Coleman Mayes, and will have the same composition following the Annual Meeting. Each member of our Compensation Committee meets the Nasdaq independence requirements and is an outside director under Section 162(m) of the Internal Revenue Code. If all directors serving on our Compensation Committee do not meet the “non-employee director” requirements of Rule 16b-3 under the Exchange Act, our Compensation Committee will delegate to a special Section 16b-3 subcommittee consisting of those Compensation Committee members who meet such requirements the authority to approve grants of equity-based compensation subject to Section 16(b) of the Exchange Act. From time to time, our Compensation Committee also delegates authority to our Chief Executive Officer to approve equity grants to non-executive officers and other employees. |
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Members Hugh W. Jones CHAIR Mark Anderson Michele Coleman Mayes Charles C. Townsend
4 MEETINGS IN 2025 |
16 |
GOGO INC. |
2026 PROXY STATEMENT |
Table of Contents
OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
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Nominating and Corporate Governance Committee Our Nominating and Corporate Governance Committee is responsible, among its other duties and responsibilities, for identifying and recommending candidates for election to our Board (including candidates proposed by stockholders), reviewing the composition of our Board and its committees, developing corporate governance guidelines and recommending them to our Board for approval, managing the Board’s annual self-evaluation process and developing and periodically reviewing succession plans for our Chief Executive Officer and other executive officers as the Nominating and Corporate Governance Committee deems appropriate, and overseeing and reviewing the Company’s environmental and social strategy. During fiscal year 2025, our Nominating and Corporate Governance Committee held four meetings. Our Nominating and Corporate Governance Committee is currently composed of Ms. Mayes (chair) and Messrs. Anderson, Koch and General (Retired) Minihan, and will have the same composition following the Annual Meeting. Each member of our Nominating and Corporate Governance Committee meets the Nasdaq independence requirements. |
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Members Michele Coleman Mayes CHAIR Mark Anderson Monte J. M. Koch General (Retired) Michael Minihan
4 MEETINGS IN 2025 |
Meetings of the Board and Attendance at the Annual Meeting
During 2025, there were six meetings of the Board, nine meetings of the Audit Committee, four meetings of the Compensation Committee, and four meetings of the Corporate Governance Committee. All of our current directors attended 75% or more of all of the meetings of the Board and the committees on which they served. It is the Board’s policy that our directors attend our annual meetings. All members of our Board attended the 2025 Annual Meeting of Stockholders.
Plurality Voting for Directors and Director Resignation Policy
The Company’s Bylaws provide for the election of directors by a plurality of the votes cast. This means that the two individuals nominated for election to the Board at the Annual Meeting who receive the highest number of “FOR” votes (among votes properly cast in person or by proxy) will be elected. In addition, it is the Company’s policy that if (i) a director ceases to be employed by their principal employer, commences employment with a new employer or, while remaining employed by the same employer, undergoes a significant change in their position or employment responsibilities, (ii) an independent director ceases to qualify as such, or (iii) a nominee for director, in an uncontested election of directors, receives a greater number of votes “withheld” from their election than votes “for” their election, the affected director will be required to promptly tender to the Board their resignation as director. The Nominating and Corporate Governance Committee will consider the tendered resignation and recommend to the Board whether to accept or reject the resignation, and the Board will make such determination, based on a review of whether the individual continues to satisfy the Board’s membership criteria and any other matters that the Board may consider relevant to its determination.
Succession Planning and Management Development
We are focused on talent development at all levels within our organization. Among the key responsibilities of the Nominating and Corporate Governance Committee is to ensure that management establishes, and such Committee oversees an effective executive succession plan. The Board regularly reviews the succession plans that support our overall business strategy, with a focus on key positions at the senior officer level. The Board recognizes that succession planning and talent management are closely connected to risk management. Potential leaders are given exposure and visibility to Board members through formal presentations and informal events. More broadly, the Board is regularly updated on key talent indicators for the overall workforce.
2026 PROXY STATEMENT |
GOGO INC. |
17 |
Table of Contents
OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
Security Ownership Policies
The Company’s policies prohibit all directors and employees (as well as persons living in their household, including immediate family members) from engaging in short sales and transactions in puts, calls or other derivative transactions with respect to the equity of the Company or its affiliates. The Company’s policies also discourage all such insiders from engaging in hedging or monetization transactions involving securities of the Company or its affiliates (such as zero-cost collars and forward sale transactions), which allow a person to lock in much of the value of their stock holdings, often in exchange for all or part of the potential for upside appreciation in the stock. Any such insider wishing to enter into a hedging or monetization transaction must pre-clear it with the Company’s General Counsel at least two weeks before the proposed transaction. The General Counsel has discretion to reject any such transaction in their judgment. The Company further requires that pledges by directors and executive officers of securities of the Company or its affiliates be pre-approved by the Board or a Board-designated committee.
Communications with the Board
Stockholders who wish to contact our Board may send written correspondence, in care of the Executive Vice President, General Counsel, Chief Administrative Officer and Secretary, c/o Gogo Business Aviation LLC, 105 Edgeview Dr., Suite 300, Broomfield, Colorado 80021. Communications may be addressed to an individual director, to the non-management directors as a group or to the Board as a whole. Communications not submitted confidentially that discuss business or other matters relevant to the activities of our Board will be preliminarily reviewed by the office of the Executive Vice President, General Counsel, Chief Administrative Officer and Secretary and then distributed either in summary form or by delivering a copy of the communication to whom they are addressed. Communications marked as confidential will be distributed, without review by the office of the Secretary, to the director, or group of directors, to whom they are addressed. With respect to other correspondence received by the Company that is addressed to one or more directors, the Board requests that the following items not be distributed to directors: junk mail and mass mailings, product and services complaints, product and services inquiries, résumés and other forms of job inquiries, solicitations for charitable donations, surveys, business solicitations and advertisements.
18 |
GOGO INC. |
2026 PROXY STATEMENT |
Table of Contents
Executive Officers
Our executive officers are designated by, and serve at the discretion of, our Board. There are no family relationships among any of our directors or executive officers. Our executive officers are as follows:
|
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Executive Officer |
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Age |
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Position |
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Christopher J. Moore |
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50 |
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Chief Executive Officer |
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Zachary Cotner |
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42 |
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Executive Vice President and Chief Financial Officer |
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Crystal L. Gordon |
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47 |
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Executive Vice President, General Counsel, Chief Administrative Officer, and Secretary |
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Hayden Olson |
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46 |
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Executive Vice President, General Manager, SD Government |
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Mr. Moore’s biography and related information may be found above in the section titled “Our Board of Directors and Corporate Governance—Class III Directors—Terms Expiring at the 2028 Annual Meeting.” The following is biographical information for our other executive officers:
Zachary Cotner joined us at the close of Gogo’s acquisition of Satcom Direct in December 2024 as the Executive Vice President and Chief Financial Officer. Mr. Cotner brings to Gogo over 20 years of broad-based experience across multiple industries including investment, banking, and aerospace OEMs. He began his career as an analyst in private equity. He successfully rose through the ranks at investment management and biotech firms before joining Erickson Inc., where he held various senior accounting positions before his promotion to Vice President, Corporate Development. Prior to joining Gogo, Mr. Cotner served as Chief Financial Officer at Satcom Direct. Mr. Cotner earned a Bachelor of Business Administration in Finance from Southern Methodist University.
Crystal L. Gordon joined us in November 2022 as Executive Vice President, General Counsel and Secretary and was named to the role of Executive Vice President, General Counsel, Chief Administrative Officer and Secretary in April 2024. Ms. Gordon previously served as Senior Vice President, General Counsel and Head of Government Affairs and Corporate Secretary for Bristow Group Inc. from June 2020 to November 2022. Ms. Gordon was appointed to that position after helping lead the merger between Bristow Group Inc. and Era Group Inc. She previously served as Era’s Senior Vice President, General Counsel and Chief Administrative Officer starting in January 2019. From 2011 through 2018, Ms. Gordon served as the Executive Vice President, General Counsel and Corporate Secretary of Air Methods Corporation, an emergency air medical company operating over 400 aircraft throughout the U.S. Prior to her appointment at Air Methods Corporation, she worked in private practice as a corporate and securities lawyer with Davis Graham & Stubbs LLP, in Denver, Colorado. She also held several compliance roles in the financial services industry prior to attending law school. Ms. Gordon earned her Bachelor of Science degree in Biology from Santa Clara University and a Juris Doctor degree from the University of Denver Sturm College of Law.
Hayden Olson joined us at the close of Gogo’s acquisition of Satcom Direct in December 2024 as the Executive Vice President, General Manager, SD Government. Prior to joining Gogo Mr. Olson held the position of Senior Vice President and General Manager at Satcom Direct from 2021 to 2024. Before joining Satcom Direct, Mr. Olson held various leadership roles in Aerospace and Defense companies from 2005 to 2021, including Erickson Inc., where he served as Vice President and General Manager of Aerosystems from 2019 to 2021. Mr. Olson was founder and former president of Olson Advisory Group, a strategic consulting business in the aerospace industry. Mr. Olson received his Bachelor of Science in Business from the University of Central Florida, and his Master of Business Administration from Rollins College, Crummer Graduate School of Business.
2026 PROXY STATEMENT |
GOGO INC. |
19 |
Table of Contents
We have adopted a written related person transactions policy pursuant to which our executive officers, directors and principal stockholders, including their immediate family members, will not be permitted to enter into a related person transaction with us without the consent of our Audit Committee. Any proposed transaction between the Company and an executive officer, director, principal stockholder or any of such persons’ immediate family members, in which the amount involved exceeds $120,000, must be presented to our Audit Committee for review, consideration and approval. Our directors, executive officers and employees are required to report any proposed related person transaction to our Audit Committee. In approving or rejecting the proposed transaction, our Audit Committee will take into account, among other factors it deems appropriate, whether the proposed related person transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances, the extent of the related person’s interest in the transaction and, if applicable, the impact on a director’s independence. Under the policy, if we discover any related person transaction that has not been properly approved, our Audit Committee will be notified and will determine the appropriate action, including ratification, rescission or amendment of the transaction.
Exchange Transaction
On April 1, 2021, we entered into an exchange agreement (the “Exchange Agreement”) with Silver (XII) Holdings, LLC (“GTCR”), an entity affiliated with Mark Anderson, pursuant to which GTCR agreed to exchange $105,726,000 aggregate principal amount of the Company’s 6.00% Convertible Senior Notes due 2022 (the “2022 Convertible Notes”) beneficially owned by GTCR for 19,064,529 shares of the Company’s common stock. Pursuant to the terms of the Exchange Agreement, GTCR has the right to designate one director for election to the Board and to have one Board observer, until GTCR ceases to own at least 40% of the shares of common stock held by GTCR immediately following consummation of the transactions contemplated by the Exchange Agreement (the “Board Fall-Away Date”). In the event the director designated by GTCR is not elected at any meeting of our stockholders to approve such designee, the Board will fill a vacancy, or increase the number of directorships of the Board to create a vacancy that the Board will fill, with GTCR’s designated nominee, provided that we have no obligation to appoint a particular designee if such individual has previously been nominated for election, but was not elected as a director at any meeting of our stockholders. Upon the Board Fall-Away Date, GTCR’s director designee would be required to tender their resignation from the Board, which resignation would be contingent upon the Board’s acceptance. GTCR has designated Mark Anderson to serve on the Board. At any time that GTCR does not have a director designee serving on the Board, it would no longer be entitled to an observer on the Board.
Registration Rights Agreement
On December 31, 2009, we entered into a registration rights agreement with certain of our stockholders, including certain entities affiliated with Oakleigh Thorne and Charles Townsend (as amended to date, the “Registration Rights Agreement”). The registration of shares of our common stock pursuant to the exercise of registration rights would enable the holders to trade these shares without restriction under the Securities Act, when the applicable registration statement is declared effective.
The demand and piggyback registration rights commenced 180 days after the closing of our initial public offering on June 26, 2013 and continue perpetually. We are not required to effect more than two demand registrations in any twelve-month period or any demand registration within 180 days following the date of effectiveness of any other registration statement. If the Board (or an authorized committee thereof), in its reasonable good faith judgment determines that the filing of a registration statement will materially affect a significant transaction or would force the Company to disclose confidential information that is adverse to the Company’s interest, then the Board may delay a required registration filing for periods of up to 90 days, so long as the periods do not aggregate to more than 120 days in a twelve-month period. Generally, in an underwritten offering, the managing underwriter has the right, subject to specified conditions, to limit the number of shares such holders may include. We will pay the registration expenses, other than underwriting discounts and commissions and certain counsel or advisor fees as described therein, of the shares registered pursuant to the demand and piggyback registrations described below.
Demand Registration Rights. Under the terms of the Registration Rights Agreement, stockholders that are a party to the agreement may, under certain circumstances and provided they meet certain thresholds described in the Registration Rights Agreement, make a written request to us for the registration of the offer and sale of all or part of the shares subject to such registration rights (the “Registrable Securities”). If we are eligible to file a registration statement on Form S-3 or any
20 |
GOGO INC. |
2026 PROXY STATEMENT |
Table of Contents
RELATED PERSON TRANSACTIONS
successor form with similar “short-form” disclosure requirements, the holders of Registrable Securities may make a written request to us for the registration of the offer and sale of all or part of the Registrable Securities provided that the Registrable Securities to be registered under such short-form registration have an aggregate market value, based upon the offering price to the public, equal to at least $15.0 million.
Piggyback Registration Rights. If we register the offer and sale of any of our securities (other than a registration statement relating to an initial public offering or on Form S-4 or S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of the Company pursuant to any employee benefit plan, respectively) either on our behalf or on the behalf of other security holders, the holders of the Registrable Securities under the Registration Rights Agreement are entitled to include their Registrable Securities in the registration, subject to certain exceptions relating to “block trades” effectuated pursuant to the terms of the GTCR Registration Rights Agreement (as defined below). The managing underwriters of any underwritten offering may limit the number of Registrable Securities included in the underwritten offering if the underwriters believe that including these shares would have a materially adverse effect on the offering. If the number of Registrable Securities is limited by the managing underwriters, the securities to be included first in the registration will depend on whether we or certain holders of our securities initiate the piggyback registration. If we initiate the piggyback registration, we are required to include in the offering (i) first, the securities we propose to sell and (ii) second, the securities all selling security holders propose to sell (including holders of Registrable Securities and GTCR Registrable Securities (as defined below)), pro rata, on the basis of the number of securities owned by each such holder. If a holder of GTCR Registrable Securities initiates the piggyback registration in connection with an underwritten offering, it is required to include in the offering (i) first, the GTCR Registrable Securities the holders thereof propose to sell, (ii) second, the Registrable Securities the holders thereof propose to be included in such registration, pro rata, on the basis of the number of Registrable Securities owned by each such holder, and (iii) third, the securities we propose to sell. If a holder, other than a holder of Registrable Securities or GTCR Registrable Securities, initiates the piggyback registration in connection with an underwritten offering, it is required to include in the offering (i) first, the securities all selling security holders propose to sell (including holders of Registrable Securities and GTCR Registrable Securities), pro rata, on the basis of the number of securities owned by each such holder, and (ii) second, the securities we propose to sell.
GTCR Registration Rights Agreement
On April 9, 2021, and in connection with the Exchange Agreement, we entered into a registration rights agreement (as amended to date, the “GTCR Registration Rights Agreement”) with GTCR and Silver (Equity) Holdings, LP (“Silver Equity” and, together with GTCR, the “GTCR Affiliates”), which are entities affiliated with our director, Mark Anderson. The registration of shares of our common stock pursuant to the exercise of registration rights would enable GTCR or its permitted assignees to trade these shares without restriction under the Securities Act, when the applicable registration statement is declared effective. We will pay the registration expenses, other than underwriting discounts and commissions and certain counsel or advisor fees as described therein, of the shares registered pursuant to the demand and piggyback registrations.
Demand Registration Rights. Under the terms of the GTCR Registration Rights Agreement, the stockholders that are party to the agreement may, under certain circumstances, make or be deemed to have made a written request to us for the registration of the offer and sale of all or part of the shares subject to such registration rights (the “GTCR Registrable Securities”). In addition, we are required to file a shelf registration statement on Form S-3 (or, if not then available to the Company, a Form S-1) (a “Shelf Registration Statement”) providing for the registration of, and the sale or distribution from time to time on a continuous or delayed basis of, the GTCR Registrable Securities. The holders of the GTCR Registrable Securities and their permitted assignees have the right to an unlimited number of take-downs from any Shelf Registration Statement, subject to a maximum of three underwritten take-downs over any 12-month period and each such take-down being for a minimum of $50.0 million in gross proceeds (except no minimum will apply if such offering is for all of the remaining GTCR Registrable Securities), in each case, subject to customary black-out and suspension periods.
Piggyback Registration Rights. If we register the offer and sale of any of our securities (other than a registration statement relating to an initial public offering or on Form S-4 or S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of the Company pursuant to any employee benefit plan, respectively) either on our behalf or on the behalf of other security holders, the holders of GTCR Registrable Securities and their permitted assignees are entitled to include the GTCR Registrable Securities in the registration, subject to certain exceptions relating to “block trades” effectuated by stockholders party to the Registration Rights Agreement. The managing underwriters of any underwritten offering may limit the number of GTCR Registrable Securities included in the underwritten offering if the underwriters believe that including these shares would have a materially adverse effect on the offering. If the number of GTCR Registrable Securities is limited by the managing underwriters, the securities to be included first in the registration will depend on whether we or certain holders of our securities initiate the piggyback registration. If we
2026 PROXY STATEMENT |
GOGO INC. |
21 |
Table of Contents
RELATED PERSON TRANSACTIONS
initiate the piggyback registration, we are required to include in the offering (i) first, the securities we propose to sell, (ii) second, the Registrable Securities and GTCR Registrable Securities the holders thereof propose to sell, pro rata, on the basis of the number of securities owned by each such holder and (iii) third, the securities other holders, other than holders of Registrable Securities and GTCR Registrable Securities the holders thereof propose to sell, pro rata, on the basis of the number of securities owned by each such holder. If a holder of Registrable Securities initiates the piggyback registration in connection with an underwritten offering, it is required to include in the offering (i) first, the Registrable Securities the initiating holders thereof propose to sell, (ii) second, the Registrable Securities the non-initiating holders thereof propose to sell, pro rata, on the basis of the number of Registrable Securities owned by each such holder, (iii) third, the GTCR Registrable Securities the holders thereof propose to sell, pro rata, on the basis of the number of GTCR Registrable Securities owned by each such holder, (iv) fourth, the securities we propose to sell and (v) fifth, the securities other holders, other than holders of the Registrable Securities and GTCR Registrable Securities, propose to sell, pro rata, on the basis of the number of securities owned by each such holder. If a holder, other than a holder of Registrable Securities or GTCR Registrable Securities, initiates the piggyback registration in connection with an underwritten offering, it is required to include in the offering (i) first, the securities all selling security holders propose to sell (including holders of Registrable Securities and GTCR Registrable Securities), pro rata, on the basis of the number of securities owned by each such holder, and (ii) second, the securities we propose to sell.
22 |
GOGO INC. |
2026 PROXY STATEMENT |
Table of Contents
Security Ownership of Certain Beneficial Owners and Management
The following table indicates information as of April 6, 2026 regarding the beneficial ownership of our common stock by:
In accordance with SEC rules, beneficial ownership includes sole or shared voting or investment power with respect to securities and includes the shares issuable pursuant to stock options that are exercisable and/or time-vesting restricted stock units (“RSUs”) that vest (i) within 60 days of the determination date, which in the case of the following table is April 6, 2026 or (ii) in the case of directors or executive officers, upon termination of service other than for death, disability or involuntary termination. Shares issuable pursuant to those stock options or underlying other equity awards, including RSUs, are deemed outstanding for computing the percentage of the person holding such options but are not deemed outstanding for computing the percentage of any other person. Under these rules, more than one person may be a deemed beneficial owner of the same securities and a person may be deemed a beneficial owner of securities in which such person has no economic interest. Unless otherwise indicated, the persons or entities identified in this table have sole voting and investment power with respect to all shares shown as beneficially owned by them, subject to applicable community property laws.
The percentage of beneficial ownership is based on 135,238,523 shares of our common stock outstanding as of April 6, 2026.
Except as otherwise noted below, the address for each person listed on the table is c/o Gogo Inc., 105 Edgeview Dr., Suite 300, Broomfield, Colorado 80021.
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Name of Beneficial Owner |
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Number of |
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Percent |
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Oakleigh Thorne and affiliated entities1,3,4 |
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29,520,786 |
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21.7% |
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Entities affiliated with GTCR2 |
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23,239,011 |
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17.2% |
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BlackRock, Inc.5 |
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10,246,011 |
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7.6% |
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Nantahala Capital Management, LLC6 |
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6,792,649 |
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5.0% |
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Directors and Named Executive Officers |
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Mark Anderson4 |
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— |
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% |
* |
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Hugh W. Jones3,4 |
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167,382 |
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% |
* |
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Monte J.M. Koch4 |
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— |
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% |
* |
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Michele Coleman Mayes3,4 |
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124,810 |
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% |
* |
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General (Retired) Michael A. Minihan4 |
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— |
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% |
* |
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Oakleigh Thorne and affiliated entities1,3,4 |
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29,520,786 |
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21.7% |
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Charles C. Townsend3,4 |
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4,644,000 |
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3.4% |
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Harris N. Williams3,4 |
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147,680 |
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% |
* |
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Christopher J. Moore |
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251,170 |
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% |
* |
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Zachary Cotner |
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34,055 |
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% |
* |
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Crystal Gordon |
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86,511 |
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% |
* |
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Hayden Olson |
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13,979 |
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% |
* |
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All directors and current executive officers as a group (12 persons)4,7 |
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34,990,373 |
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25.6% |
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2026 PROXY STATEMENT |
GOGO INC. |
23 |
Table of Contents
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
* Represents beneficial ownership of less than one percent (1%).
24 |
GOGO INC. |
2026 PROXY STATEMENT |
Table of Contents
Compensation Discussion and Analysis
In this “Compensation Discussion and Analysis,” we provide an overview of the Company’s executive compensation program, including a discussion of our compensation philosophy, policies and practices. We also review the 2026 compensation of our named executive officers (each, a “NEO”), and discuss and analyze the compensation decisions made by the Compensation Committee in 2025. The NEOs(1) discussed in this “Compensation Discussion and Analysis” and the related compensation tables are listed below.
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Name |
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Title |
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Christopher Moore |
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Chief Executive Officer |
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Zachary Cotner |
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Executive Vice President and Chief Financial Officer |
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Crystal L. Gordon |
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Executive Vice President, General Counsel, Chief Administrative Officer & Secretary |
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Hayden Olson |
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Executive Vice President, General Manager, SD Government |
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Oakleigh Thorne2 |
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Chair and Former Executive Chair |
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(1) Under SEC rules, our “NEOs” include the following: (1) all individuals who served at any point in 2025 as our Chief Executive Officer or Chief Financial Officer; (2) our three most highly compensated executive officers in 2025 (other than our Chief Executive Officer and Chief Financial Officer) still serving as executive officers as of December 31, 2025; and (3) up to two additional individuals who stepped down as executive officers of the Company during 2025, but who would have otherwise been among the year’s three most highly compensated executive officers in 2025 (other than our Chief Executive Officer and Chief Financial Officer)
(2) Following the expiration of his employment agreement on December 31, 2025, Mr. Thorne currently remains the Chair of our Board but is no longer an “executive officer."
2026 PROXY STATEMENT |
GOGO INC. |
25 |
Table of Contents
COMPENSATION DISCUSSION AND ANALYSIS
Executive Summary
The Compensation Committee has the overall responsibility for approving the compensation program for our NEOs and making all final compensation decisions regarding our NEOs. The Compensation Committee strives to implement compensation policies and practices that reflect our values and support the successful recruitment, development and retention of executive talent so we can achieve our business objectives and optimize our long-term financial returns.
Our compensation programs are intended to align our NEOs’ interests with those of our stockholders by rewarding performance that meets or exceeds the goals the Compensation Committee establishes, with the objective of increasing long-term stockholder value and supporting the shorter-term business goals we believe are necessary to drive long-term stockholder value. In line with our pay-for-performance philosophy, the total compensation received by our NEOs will vary based on the financial results of the Company as well as progress made against identified strategic and/or operational goals.
We employ several practices that reflect the Company’s compensation philosophy, as outlined below.
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What We Do |
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Pay a significant portion of compensation in long-term incentive-based equity awards. |
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Incorporate a variety of challenging corporate performance measures in our cash bonus plan. |
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Conduct an annual risk assessment of our compensation practices. |
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Engage an independent compensation consultant to support and advise us. |
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Require executive officers to adhere to stock ownership guidelines. |
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Maintain a “claw-back” policy in compliance with Nasdaq rules. |
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What We Don’t Do |
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Maintain any tax gross-up arrangements. |
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Provide special retirement benefits designed solely for executive officers. |
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Pay guaranteed bonuses. |
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Encourage excessive risk-taking. |
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Our NEOs’ total compensation is composed of a mix of base salary, annual cash bonuses based on the achievement of financial and strategic performance goals and long-term equity awards. These elements are summarized below.
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Purpose |
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Annual salary: our short-term element of compensation, which is paid bi-weekly. |
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Provide a predictable annual income at a level consistent with the individual contributions of each of our executive officers. |
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Annual cash bonuses: our medium-term element of compensation, which are paid annually to our executive officers subject to the achievement of challenging, pre-set performance metrics. |
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Link our executive officers’ compensation to the Company’s overall annual performance. |
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Long-term equity awards: our long-term element of compensation, which are typically granted every year. |
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Promote long-term leadership and align the interests of our executive officers with those of our stockholders, while also assisting us (via vesting schedules) to retain our executive officers as they oversee key business objectives. |
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GOGO INC. |
2026 PROXY STATEMENT |
Table of Contents
COMPENSATION DISCUSSION AND ANALYSIS
Our Executive Compensation Philosophy and Objectives
The executive compensation program has been designed to provide a total compensation package that will accomplish the following objectives:
Compensation Governance
Role of our Compensation Committee. The Compensation Committee, which consists entirely of independent directors, oversees our executive compensation programs. It administers our annual cash bonus and long-term equity incentive plans and reviews performance levels relevant to compensation. The Compensation Committee also determines the compensation of all executive officers and seeks to ensure that all executive compensation is fair and aligned with our compensation philosophy. As discussed below, the Compensation Committee reviews the information presented and discusses the recommendations with the Chief Executive Officer and our independent compensation consultant. In making decisions regarding pay levels and practices for our NEOs, the Compensation Committee considers various factors, including absolute corporate performance relative to our objectives, the creation of long-term value for our stockholders and feedback from stockholders and proxy advisers. The Compensation Committee met 4 times throughout 2025. The duties and responsibilities of the Compensation Committee are laid out in its charter, which can be found on our website, and described above under “Our Board of Directors and Corporate Governance—Committees of the Board.”
Role of our Independent Compensation Consultant. The Compensation Committee retained Compensation Strategies, Inc. (“CSI”) to provide executive compensation consulting services to the Compensation Committee during 2025. CSI provides compensation data, analysis and guidance to the Compensation Committee, which the Compensation Committee uses when making decisions regarding our executive compensation programs and establishing the compensation for our executive officers. CSI advised the Compensation Committee on the following decisions during 2025; approval of the base salaries of the executive officers, the 2025 annual bonus program (including the level of target bonuses for executive officers), the form and level of equity awards to executive officers, the total compensation of our executive officers and our directors’ compensation. CSI also reviewed and assessed the need for updates to our peer group, whose data the Compensation Committee uses as a factor in its compensation determinations. See “—Role of Peer Companies and Competitive Positioning” below. CSI did not perform any other services for the Company in 2025. As part of its annual independence assessment during 2025, the Compensation Committee considered the six factors specified by the SEC in Rule 10C-1 and by Nasdaq Stock Market Rule 5605(d)(3)(D) to monitor the independence of CSI as its compensation consultant, and determined that CSI’s services did not create a conflict of interest.
Role of our Executive Officers. Our Chief Executive Officer participates in Compensation Committee meetings and makes recommendations to our Compensation Committee with respect to the determination of components of compensation (including equity), compensation levels and performance targets for our executive officers (other than themselves). These recommendations are based on the Chief Executive Officer’s assessment of the Company and the executive officers’ individual performance, as well as data from the independent compensation consultant. When considering compensation for retention purposes, the Compensation Committee looks to the Chief Executive Officer for their input regarding the importance of retaining a particular employee or group of employees. The Compensation Committee meets formally and informally without executive management to discuss its compensation philosophy and approach and makes its decisions regarding NEO compensation in executive sessions with only its independent compensation consultant and/or outside counsel present. The Compensation Committee then determines the form and level of executive compensation in its sole discretion.
Role of our Peer Companies and Competitive Positioning. As part of its review of executive compensation for 2025, the Compensation Committee reviewed the executive compensation arrangements at peer group companies. In general, with the exception of Mr. Moore’s salary (as discussed in “Executive Compensation Tables—Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table—Employment Agreements”), the Compensation Committee
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GOGO INC. |
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COMPENSATION DISCUSSION AND ANALYSIS
does not target compensation to any peer group percentile data. Instead, the Compensation Committee uses peer group data to evaluate total compensation opportunities for the NEOs at levels that fairly compensate them and are competitive with executives in similar positions with similar responsibilities at comparable companies. For 2025, the Compensation Committee, with the assistance of CSI as independent compensation consultant, updated its peer group to, among other things, remove companies that are no longer publicly traded or no longer have comparable market capitalization or revenue to that of the Company. The following companies were added as replacement peers: ADTRAN Holdings, Inc., Cable One, Inc. 8x8, Inc., Extreme Networks, Inc., Five9, Inc., IDT Corp., Infinera Corp., and Viavi Solutions, Inc. As in the prior year, the 2025 peer group included companies in the Internet software and services, communications and satellite industries based on specific financial criteria, including, but not limited to, revenue and market capitalization. The 2025 peer group was composed of the following companies:
ADTRAN Holdings, Inc. |
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ATN International, Inc. |
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Aviat Networks, Inc. |
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Bandwidth Inc. |
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Cable One, Inc. |
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Calix, Inc. |
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Cogent Communications Holdings, Inc. |
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CommVault Systems, Inc. |
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Digi International, Inc. |
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8x8, Inc. |
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Extreme Networks, Inc. |
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Five9, Inc. |
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IDT Corp. |
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Infinera Corp. |
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InterDigital, Inc. |
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Iridium Communications Inc. |
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Ribbon Communications, Inc. |
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Viavi Solutions, Inc. |
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Using this peer group (after applying a regression analysis to size-adjust compensation levels to a company with annual revenues equal to the Company’s), CSI provided the Compensation Committee with comparative assessments for our NEOs’ base salaries, target bonuses, long-term equity compensation and total compensation. The Compensation Committee then reviewed this data to evaluate whether our NEOs’ compensation was within a reasonably competitive range, fair for the services rendered, and reflective of their experience and scope of responsibilities, as well as to help set their 2025 compensation.
Role of our Stockholders. The Compensation Committee is committed to regularly reviewing, assessing and, when appropriate, adjusting the Company’s compensation programs based on feedback from our stockholders. The Compensation Committee also considers the outcome of stockholder advisory votes on executive compensation, or “say-on-pay” votes, when making decisions relating to our executive compensation programs. At our 2025 Annual Meeting of Stockholders, our 2024 executive compensation program was approved in a “say-on-pay” proposal by a substantial majority of the vote, at approximately 85%. The Compensation Committee believes that the voting results conveyed continued support for the philosophy, strategy and objectives of our executive compensation program (including considering the bonuses and stock grants made in 2024 as part of the acquisition of Satcom Direct, which were one-time, special awards outside of our regular program), and determined not to make significant changes to our regular program in 2025.
Elements of Compensation for 2025
Base Salary
We provide a base salary to our NEOs to compensate them in cash at a fixed amount for services rendered on a day-to-day basis during the year. We strive to set base salaries at levels that are competitive with companies included in our peer group for executive officers in similar positions with similar responsibilities. The base salaries of our NEOs are reviewed annually and adjusted when appropriate to reflect individual roles and performance as well as market conditions.
In 2025, each of our NEOs received the base salary set forth in “Executive Compensation Tables—Summary Compensation Table” under “Salary.” Each of our NEOs is or was party to an employment agreement, and pursuant to the terms of each employment agreement, the base salaries are reviewed at least annually. The following NEOs had their 2025 salaries unchanged from 2024: Mr. Moore (at $850,000); Ms. Gordon (at $475,000); and Mr. Olson (at $325,000). The Compensation Committee determined to increase Mr. Cotner’s salary by $10,000 from 2024 to $475,000 in 2025.
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GOGO INC. |
2026 PROXY STATEMENT |
Table of Contents
COMPENSATION DISCUSSION AND ANALYSIS
Additionally, for Mr. Thorne, as set forth in his employment agreement, his salary was $700,000 (based on his 2024 salary) prorated from January 1, 2025 until May 31, 2025, and then $350,000 prorated from June 1, 2025 until December 31, 2025.
Annual Cash Bonuses
We maintain an annual cash bonus plan for our NEOs, among other employees, under which we grant performance-based cash bonuses. These bonus grants are intended to motivate our NEOs and other bonus-eligible employees to focus on specific performance measures chosen by the Compensation Committee and to reward them for their achievements against these measures. We use these performance measures to establish a target for the Company-wide bonus pool. At the start of each fiscal year, the Compensation Committee selects performance measures aligned with our financial and strategic goals to incentivize the achievement of objectives and improve both short-term and long-term stockholder value. After the completion of the fiscal year, the Compensation Committee evaluates the Company's performance in relation to such targets, and then evaluates the extent to which the bonus pool for the prior year should be funded.
The Compensation Committee also determines at the start of each fiscal year target bonus amounts for each of our NEOs and other bonus-eligible employees, to be paid out of the bonus pool to the extent funded. In determining our NEOs’ yearly target bonuses, which are a percentage of base salary, the Compensation Committee considers various factors, including market data from our peer group and the NEOs’ individual responsibilities and performance, and abides by the minimum target bonus percentages set forth in our NEOs’ employment agreements.
In March 2025, the Compensation Committee approved the Company’s 2025 bonus plan. All NEOs had their 2025 target bonuses unchanged from 2024, as follows: Mr. Moore, 100%; Mr. Cotner, 80%; Ms. Gordon, 80%; Mr. Olson, 60%; and Mr. Thorne, 100%. With respect to the performance goals, the Compensation Committee determined that the size of the bonus pool would be based on two financial objectives and three other strategic objectives, considered by the Compensation Committee as important drivers of growth. The target goals under each of these objectives were as follows:
As defined in the 2025 bonus plan:
The target performance levels for the Total Revenue Metric, Adjusted EBITDA Metric, and AVANCE™ Metric were based on the Company’s 2025 budget. The target performance levels for the Galileo Metric, and Legacy Broadband Metric were based on the Company’s business objectives. For the Total Revenue Metric, Adjusted EBITDA Metric, and AVANCE™ Metric, there was a minimum performance level of approximately 95% of target. For the Galileo Metric and Legacy Broadband metric, there was a minimum performance level consisting of certain objectives related to launching Gogo Galileo and integrating legacy Gogo’s and Satcom Direct’s products and services. For all metrics, 50% of the portion of the target bonus correlating to the metric would be earned if the minimum performance level was achieved, with performance below that level resulting in zero payout of the applicable portion of the target bonus. For the Total Revenue Metric, Adjusted EBITDA Metric, and AVANCE™ Metric, there was a maximum performance level of approximately 105% of target. For the Galileo Metric and the Legacy Broadband Metric, there was a maximum performance level consisting of achievement of all milestones identified at the target level, plus the completion of certain activities related to the commercial launch of Gogo Galileo in 2025 and certain objectives related to growth of legacy services, respectively. In each case, 150%
2026 PROXY STATEMENT |
GOGO INC. |
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Table of Contents
COMPENSATION DISCUSSION AND ANALYSIS
of the portion of the target bonus correlating to the metric would be earned if the maximum performance level was achieved. The Compensation Committee established a sliding scale for determination of payouts. Additionally, in order for the AVANCE™ Metric, Galileo Metric, and the Legacy Broadband Metric to pay out at all, the Company also had to meet at least the 50% minimum performance level for each of the Total Revenue Metric and Adjusted EBITDA Metric.
With respect to actual 2025 performance, the Company achieved the objectives under the bonus plan at the following levels: for the Total Revenue Metric, approximately 100%, with Total Revenue of $911 million; for the Adjusted EBITDA Metric, slightly over 100%, with Adjusted EBITDA of $225 million; for the Galileo Metric, 150% achievement of applicable goals; for the Legacy Broadband Metric, 50% achievement of applicable goals; and for the AVANCE™ Metric, 150% achievement, with 898 units shipped. As such, the Compensation Committee determined that the Company achieved approximately 122% of the target amount for the pool under the 2025 bonus plan, and, based on the Company-wide pool, set aside a pool of approximately $3.4 million that senior management could distribute to employees identified as high performers through the Company’s nine-box management assessment process (“High Performers”). High Performers identified through the nine-box management assessment process could receive greater than 100% of their target bonus amount, subject to a cap of 200%. Based on the nine-box assessment, each of our NEOs participating in the 2025 bonus plan received a payout equal to 122% of target, with the exception of Mr. Thorne who received 101%. The 2025 annual bonus amounts paid to our NEOs are set forth in the “Non-Equity Incentive Plan Compensation” column of “Executive Compensation Tables—Summary Compensation Table.”
Equity-Based Compensation
We believe that equity compensation is a key component of our overall compensation structure and critically important to our ability to attract and retain top talent, and that equity-based awards align the interests of our NEOs with the interests of our stockholders and encourage our NEOs to focus on the long-term performance of our business. Additionally, we believe equity awards provide an important retention tool for our NEOs, as they are subject to multiyear vesting and have in some cases been subject to performance-based vesting requirements. In 2025, equity awards were granted under the 2024 Omnibus Equity Plan (the “2024 Omnibus Plan”). For more information, see “Executive Compensation Tables—Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table.”
For 2025, the Compensation Committee reviewed the topic of the appropriate mix of equity awards for our NEOs, considering the practices of our peer group, the continued need for executive retention, and the feasibility of setting performance goals that were challenging, motivational, and reasonably linked to the Company’s projected long-term objectives. As a result, the Compensation Committee decided to make annual grants to these NEOs consisting solely of time-based vesting RSUs, similar to the annual grants made in 2024. The RSUs vest in four equal annual installments starting on the first anniversary of the grant date, except in the case of Mr. Thorne, whose RSUs would vest in full at the termination of his employment agreement on December 31, 2025, subject to continued employment through such date. Additionally, these 2025 equity grants were 100% in the form of RSUs, largely to empower the NEOs to continue accumulating meaningful ownership in the Company that will further align their interests with stockholders’ and ensure their compliance with our stock ownership guidelines.
In determining the size of the equity grants to our NEOs, the Compensation Committee took into account past performance, anticipated contribution to our long-term goals, market data for NEOs in similar roles at peer group companies, and the importance of keeping the majority of our NEOs’ pay at risk and tied directly to the enhancement of stockholder value. The Compensation Committee also considered share usage over time, or “burn rate,” of all employee equity grants in 2025, in order to employ maximum efficiency in share usage under the equity compensation program while maximizing the retention and incentive elements of the awards. The Compensation Committee determined, as in recent years, not to grant any stock options, due to prior experiences with “underwater” stock options, which adversely impacted the effectiveness of options as an incentive device for the Company. For further information regarding the RSU grants to our NEOs as part of our regular compensation program, see “Executive Compensation Tables—Summary Compensation Table” and “Executive Compensation Tables—Grants of Plan-Based Awards.” For Messrs. Moore and Thorne, the awards were memorialized in their employment agreements, with Mr. Moore’s award determined by the Compensation Committee immediately before the start of the 2025 year, and Mr. Thorne’s award determined shortly afterward, based on an entitlement to receive RSUs with a grant date fair value no less than those he received in 2023.
Employment and Other Agreements with NEOs
We are currently party to employment agreements with each of the NEOs still serving us, which include the specific terms set forth below. We believe that having employment agreements with our NEOs is beneficial to us, because it provides retentive value and subjects the NEOs to restrictive covenants. Additionally, we were party to an employment agreement with Mr. Thorne, which expired on December 31, 2025. See “Executive Compensation Tables—Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table—Employment Agreements” for details regarding these
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GOGO INC. |
2026 PROXY STATEMENT |
Table of Contents
COMPENSATION DISCUSSION AND ANALYSIS
agreements. We also have change in control agreements with the NEOs still serving us (and for certain of them, retention agreements) to assure they will be protected in the event of certain terminations of employment prior to or following a change in control of the Company. For more information, see “Executive Compensation Tables—Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table—Change in Control Agreements.”
Other Compensation
Perquisites
We do not generally provide perquisites or personal benefits to our NEOs in the ordinary course, other than a supplemental medical insurance benefit. This benefit, which we started providing in 2025, provides reimbursement for out of pocket medical expenses up to a specified limit. Additionally, from time to time, in connection with certain new hires and other strategic Company transactions, we may provide certain limited benefits, which we believe are vital for the continued operation of our business. As part of the Satcom Direct acquisition, to facilitate the transition of Messrs. Moore and Cotner from Satcom Direct’s headquarters in Florida to our headquarters in Colorado, we permitted them to seek one-time reimbursements for relocation fees and for six months of temporary housing costs, in each case, up to certain reasonable caps (as further described in “Executive Compensation Tables—Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table”). For the values of these perquisites in 2025, see “Executive Compensation Tables—Summary Compensation Table.”
Other Benefits
Our NEOs are eligible to participate in our 401(k) retirement benefit plan and our health and welfare plans on the same basis as our other employees.
Non-Qualified Deferred Compensation
None of our NEOs participate in or have account balances in non-qualified defined contribution plans or other deferred compensation plans maintained by us (although Mr. Thorne holds DSUs received in respect of his service as a nonemployee director prior to his initial appointment as an executive officer on March 4, 2018). See “Director Compensation” for a discussion of the grants to nonemployee directors of DSUs.
ESPP
To encourage employee investment in the Company, the Company maintains its 2024 Employee Stock Purchase Plan (the “2024 ESPP”).The 2024 ESPP is a broad-based plan providing employees of the Company and certain designated subsidiaries and affiliates with the opportunity to become Company stockholders through voluntary periodic contributions that are applied towards the purchase of common stock of the Company (referred to herein as "shares") at a discount from the then-current market prices on the Nasdaq. The plan is intended to qualify for favorable tax treatment under Sections 421 and 423 of the Internal Revenue Code (the “Code”).
Compensation Risk Mitigation Measures
Stock Ownership Guidelines. Under our stock ownership guidelines, each of our executive officers is required to maintain a minimum equity stake in the Company, determined as a multiple of the executive officer’s base salary (three times base salary for our Chief Executive Officer and two times base salary for each of our other executive officers) and converted to a fixed number of shares. Until the executive officer reaches the minimum required level of stock ownership, the executive officer is required to retain 50% of the net shares received through exercise of stock options, vesting of restricted stock or other stock-based compensation, granted on or after December 12, 2011. “Net shares” are those shares that remain after shares are sold or netted to pay withholding taxes and, in the case of stock options, the exercise price.
As of December 31, 2025, each of our NEOs had met or was on track to comply with the stock ownership requirements within three years from their respective appointments.
Anti-Hedging and Anti-Pledging Policies. Pursuant to our Insider Trading Policy, insiders are prohibited from engaging in any transaction that would have the effect of hedging the economic risk of ownership of their Company stock. Insiders are also prohibited from holding any Company stock in a margin account, borrowing against any account in which Company stock is held, or pledging Company stock as collateral for a loan, unless such transactions are cleared in advance by the Company and the insider making such request can demonstrate compliance with certain rigorous conditions as outlined in our Insider Trading Policy. For more information on our Insider Trading Policy, see “Other Information for Stockholders—Insider Trading Policy.”
2026 PROXY STATEMENT |
GOGO INC. |
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Table of Contents
COMPENSATION DISCUSSION AND ANALYSIS
Equity Grant Procedures.
Claw-back Policy. The Compensation Committee maintains a claw-back policy as required by the Nasdaq rules. Our claw-back policy covers each of our current and former executive officers. The policy provides that, subject to the limited exemptions provided by the Nasdaq rules, if the Company is required to restate its financial results due to material noncompliance with financial reporting requirements under the securities laws, the Compensation Committee must reasonably promptly seek recovery of any cash- or equity-based incentive compensation (including vested and unvested equity) paid or awarded to the covered individual, to the extent that the compensation (i) was based on erroneous financial data and (ii) exceeded what would have been paid to the executive officer under the restatement. Recovery applies to any such excess cash- or equity-based bonus/other incentive compensation received by any covered individual, while he/she was an executive officer, on or after October 2, 2023 during the three completed fiscal years immediately preceding the date on which the Company determines an accounting statement is required. For more information, see the full text of our claw-back policy, which is filed as an exhibit to our 2025 Form 10-K.
Tax and Accounting Considerations
Tax Deductibility. Our Board has considered the potential future effects of Section 162(m) of the Code on the deductibility of executive compensation paid to our NEOs. Beginning in 2018, due to reforms to Section 162(m), we generally expect that compensation paid to each of our NEOs in excess of $1 million is nondeductible, whether or not it is performance-based. The Compensation Committee intends to continue to maintain flexibility and the ability to pay competitive compensation by not requiring all compensation to be deductible. We expect our income tax expense to increase in future periods to the extent we generate pre-tax income, and we also expect to be able to use net operating losses and other deferred tax attributes to offset a significant portion of our future cash income taxes.
No Tax Gross-ups. We do not provide tax gross-ups to our NEOs under Sections 280G and 4999 of the Code.
2026 Compensation Program
In the first quarter of fiscal 2026, the Compensation Committee conducted its annual executive compensation review and approved the compensation of our executive officers for the year. The Compensation Committee considered, among other factors, our corporate performance, our executive officers’ individual performance, market data provided by our independent compensation consultant CSI, and our strategic plans for growth and expansion.
The Compensation Committee increased salaries in fiscal 2026 for the NEOs continuing in office by three percent, and granted each of the NEOs continuing in office for 2026 a target bonus with the percentage of base salary set forth in the NEO’s employment agreement. As part of the regular annual equity compensation program, the Compensation Committee made time-based vesting RSU grants for fiscal 2026 with no increase to the amounts granted in fiscal 2025. The Compensation Committee sized these grants based on benchmarking against our peer group companies, the NEOs’ executive responsibilities, and the importance of keeping most of their pay at risk and tied directly to the enhancement of stockholder value. The RSUs will vest equally over four years starting on the first anniversary of grant and subject to continued employment through such date.
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GOGO INC. |
2026 PROXY STATEMENT |
Table of Contents
Compensation Committee Report
The Compensation Committee has reviewed and discussed the “Compensation Discussion and Analysis” included in this proxy statement with members of management, and based on such review and discussion, the Compensation Committee recommended to the Board that the “Compensation Discussion and Analysis” be included in this proxy statement.
The Compensation Committee
Hugh W. Jones (Chair)
Mark Anderson
Michele Coleman Mayes
Charles C. Townsend
2026 PROXY STATEMENT |
GOGO INC. |
33 |
Table of Contents
Executive Compensation Tables
Summary Compensation Table
The following table sets forth information regarding compensation earned by our NEOs during the fiscal year requiring disclosure under SEC rules.
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Name and Principal Position |
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Year |
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Salary |
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Bonus |
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Stock |
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Option |
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Non-Equity |
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All Other |
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Total |
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Christopher Moore |
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2025 |
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850,000 |
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2,000,000 |
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4,999,997 |
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— |
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1,033,855 |
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159,446 |
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9,043,298 |
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Chief Executive Officer |
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2024 |
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65,027 |
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2,000,000 |
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16,010,000 |
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— |
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— |
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— |
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18,075,027 |
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Zachary Cotner |
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2025 |
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472,836 |
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1,333,333 |
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1,499,998 |
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— |
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460,116 |
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144,446 |
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3,910,729 |
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Executive Vice President |
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2024 |
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35,574 |
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1,333,333 |
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800,500 |
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— |
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— |
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572 |
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2,169,979 |
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Crystal Gordon |
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2025 |
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475,000 |
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— |
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1,299,999 |
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— |
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462,223 |
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29,530 |
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2,266,752 |
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Executive Vice President. |
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2024 |
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431,134 |
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200,000 |
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596,148 |
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— |
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317,427 |
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6,303 |
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1,551,012 |
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2023 |
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370,001 |
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300,000 |
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699,996 |
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— |
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140,407 |
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13,200 |
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1,523,604 |
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Hayden Olson |
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2025 |
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325,000 |
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500,000 |
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399,997 |
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— |
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197,665 |
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33,388 |
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1,456,050 |
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Executive Vice President, General |
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2024 |
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24,863 |
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500,000 |
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202,500 |
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— |
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— |
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400 |
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727,763 |
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Oakleigh Thorne |
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2025 |
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493,836 |
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— |
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2,499,998 |
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— |
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500,552 |
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1,405,698 |
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4,900,084 |
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Executive Chair and |
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2024 |
|
700,000 |
|
|
— |
|
|
1,899,996 |
|
|
— |
|
|
683,690 |
|
|
— |
|
|
3,283,686 |
|
Former Chief Executive Officer |
|
2023 |
|
700,000 |
|
|
— |
|
|
2,499,997 |
|
|
— |
|
|
354,179 |
|
|
— |
|
|
3,554,176 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) The amounts reported in this column reflect the base salaries paid to each of our NEOs, prorated as applicable based on changes in salary increases during 2025. See “Compensation Discussion and Analysis—Elements of Compensation for 2025—Salary” for a discussion of 2025 salaries.
(2) The amounts reported in this column reflect the payment of bonuses to our NEOs outside of a non-equity incentive plan. For each of Messrs. Moore, Cotner and Olson in 2025, the amounts reported reflect the portion earned in 2025 of their one-time retention bonuses (the “Retention Bonuses”), which were originally granted to them in 2024 when they joined the Company as part of the Satcom Direct acquisition (as previously reported by the Company in the definitive proxy statement for the 2025 Annual Meeting of Stockholders). These awards were made as material inducements to their joining the Company, which we viewed as critical to the continued success of the Satcom Direct business and integration into the Company, the creation of synergies between the Satcom Direct business and our legacy Gogo Business Aviation business, and the resulting potential for increasing long-term stockholder value. The Retention Bonuses were in the amounts of $6,000,000 for Mr. Moore, $4,000,000 for Mr. Cotner and $1,500,000 for Mr. Olson, vesting one-third on December 3, 2024 and one-third on each of the two anniversaries thereafter, in each case, subject to the recipient’s continued employment through the applicable vesting date.
(3) The amounts reported in this column reflect the aggregate grant date fair values of RSUs and/or PSUs computed pursuant to FASB Accounting Standards Codification Topic 718 “Compensation-Stock Compensation” (“ASC Topic 718”). As discussed in further detail in “Executive Compensation Tables—Grants of Plan-Based Awards,” the amounts reflect the RSU grants made in 2025 as part of our regular compensation program. In addition, for a discussion of the relevant assumptions used in calculating all these amounts, see Note 14, “Stock-Based Compensation and Retirement Plans,” to the Consolidated Financial Statements included in our 2025 Form 10-K. For all NEOs, these amounts do not reflect the value actually realized or that ultimately may be realized.
(4) This column represents for 2025 the amounts earned for performance-based bonuses under our Cash Bonus Plan. See “Compensation Discussion and Analysis – Elements of Compensation for 2025 – Cash Bonus Plan” for a discussion of how 2025 performance-based bonuses were determined.
(5) Amounts reported in the “All Other Compensation” column for 2025 include the items set forth in the table below, as applicable to each NEO. Mr. Thorne’s lump-sum payment was provided under his employment agreement. For more information, see “—Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table—Employment Agreements.”
34 |
GOGO INC. |
2026 PROXY STATEMENT |
Table of Contents
EXECUTIVE COMPENSATION TABLES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name |
|
401(k) |
|
Supplemental |
|
Relocation |
|
Special |
|
Total ($) |
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Christopher Moore |
|
14,000 |
|
|
20,446 |
|
|
125,000 |
|
|
— |
|
|
159,446 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Zachary Cotner |
|
14,000 |
|
|
20,446 |
|
|
110,000 |
|
|
— |
|
|
144,446 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Crystal Gordon |
|
14,000 |
|
|
15,530 |
|
|
— |
|
|
— |
|
|
29,530 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hayden Olson |
|
14,000 |
|
|
19,388 |
|
|
— |
|
|
— |
|
|
33,388 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oakleigh Thorne |
|
— |
|
|
5,698 |
|
|
— |
|
|
1,400,000 |
|
|
1,405,698 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2026 PROXY STATEMENT |
GOGO INC. |
35 |
Table of Contents
EXECUTIVE COMPENSATION TABLES
Grants of Plan-Based Awards
Set forth below is information regarding plan-based awards granted to our NEOs during 2025.
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated Future Potential |
|
All Other |
|
All Other |
|
Exercise |
|
Grant Date |
|
||||
Name |
|
Type |
Grant Date |
Threshold |
|
Target |
|
Maximum |
|
Units |
|
Options |
|
Awards |
|
Awards |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Christopher Moore |
|
Cash bonus plan |
n/a |
425,000 |
|
850,000 |
|
1,275,000 |
|
— |
|
— |
|
— |
|
— |
|
|
|
RSUs3 |
3/21/2025 |
— |
|
— |
|
— |
|
673,854 |
|
— |
|
— |
|
4,999,997 |
|
Zachary Cotner |
|
Cash bonus plan |
n/a |
189,134 |
|
378,269 |
|
567,403 |
|
— |
|
— |
|
— |
|
— |
|
|
|
RSUs3 |
3/21/2025 |
— |
|
— |
|
— |
|
202,156 |
|
— |
|
— |
|
1,499,998 |
|
Crystal Gordon |
|
Cash bonus plan |
n/a |
190,000 |
|
380,000 |
|
570,000 |
|
— |
|
— |
|
— |
|
— |
|
|
|
RSUs3 |
3/21/2025 |
— |
|
— |
|
— |
|
175,202 |
|
— |
|
— |
|
1,299,999 |
|
Hayden Olson |
|
Cash bonus plan |
n/a |
97,500 |
|
195,000 |
|
292,500 |
|
— |
|
— |
|
— |
|
— |
|
|
|
RSUs3 |
3/21/2025 |
— |
|
— |
|
— |
|
53,908 |
|
— |
|
— |
|
399,997 |
|
Oakleigh Thorne |
|
Cash bonus plan |
n/a |
246,918 |
|
493,836 |
|
740,754 |
|
— |
|
— |
|
— |
|
— |
|
|
|
RSUs3 |
3/21/2025 |
— |
|
— |
|
|
|
336,927 |
|
|
|
|
|
2,499,998 |
|
(1) Represents threshold, target and maximum payout levels for bonuses approved in 2025 for performance for the year ended December 31, 2025. See “Compensation Discussion and Analysis–Elements of Compensation 2025–Annual Cash Bonuses” for a description of the plan. The Threshold numbers set forth above are based on achieving the minimum level of performance for which payment would be made with respect to financial performance measures, and assumes no payout is made for the strategic/operational objectives.
(2) The amounts are based on the aggregate grant date fair value computed pursuant to ASC Topic 718. See Note 14, “Stock-Based Compensation and Retirement Plans,” to the Consolidated Financial Statements included in our 2025 Form 10-K, which is incorporated by reference herein, for a discussion of the relevant assumptions used in calculating these amounts.
(3) Represents RSUs granted under our 2024 Omnibus Plan as part of our regular compensation program. The RSUs vest in equal annual installments, subject to continued employment, over four years starting on the first anniversary of the grant date (except for Mr. Thorne, whose RSUs vested in full at the termination of his employment agreement on December 31, 2025, subject to continued employment through such date).
36 |
GOGO INC. |
2026 PROXY STATEMENT |
Table of Contents
EXECUTIVE COMPENSATION TABLES
Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table
Employment Agreements
We have entered into employment agreements with each of our NEOs, as described below. From time to time, the Compensation Committee has approved changes to a NEO’s title, base salary or bonus target, but the respective employment agreement is not typically amended to reflect such changes. See “Compensation Discussion and Analysis” for information about the base salary and bonus targets for each NEO during 2025. For more specific information on the impact of a termination or change in control, where not specified in the summary of a NEO’s employment agreement, see “—Treatment of Equity Upon Termination or Change in Control.”
Christopher Moore In November 2024, effective as of December 3, 2024, we entered into an employment agreement with Mr. Moore. The agreement sets Mr. Moore’s base salary at $850,000 and provides that the salary will be reviewed for increase at least annually and will be targeted at least at the 75th percentile within our peer group. The employment agreement specifies that Mr. Moore is eligible for an annual bonus with a target of 100% of base salary, to be determined by the Compensation Committee, based upon the achievement of objectives established by the Compensation Committee. Mr. Moore will also receive annual equity awards beginning in fiscal 2025 with a grant date fair value of no less than $5,000,000. Mr. Moore’s employment agreement provided for a one-time reimbursement of relocation fees not to exceed the aggregate amount of $133,000, subject to all the limitations and procedures set forth in the Company’s relocation, expense reimbursement and/or other applicable policies. The agreement also provided for up to six months of temporary housing costs, not to exceed the aggregate amount of $10,000 per month, subject to all the limitations and procedures set forth in the Company’s relocation, expense reimbursement and/or other applicable policies. Mr. Moore’s agreement also provides that he is eligible to participate in all normal Company benefits, including the Company’s 401(k), retirement, medical, dental and life and disability insurance plans and programs, in accordance with the terms of such arrangements.
Mr. Moore’s employment agreement does not include a specific term and either the Company or Mr. Moore may terminate his employment at any time, with or without cause. If Mr. Moore is terminated without cause or resigns for good reason, or he is terminated due to his death, he will be eligible to receive severance benefits in the form of (i) continued base salary payments for 12 months following termination, (ii) a pro-rated annual bonus award earned based on actual performance, (iii) reimbursement of COBRA premiums for a period of 12 months following termination, and (iv) any earned but unpaid annual bonus for the year prior, as well as the accelerated vesting of certain equity described in “—Treatment of Equity Upon Termination or Change in Control.” The payment of (i) and (ii) above will be contingent on Mr. Moore’s executing a general release of claims against the Company.
Mr. Moore is also subject to non-competition and non-solicitation covenants that apply during his employment and for a period of 12 months thereafter.
Zachary Cotner In November 2024, effective as of December 3, 2024, as amended from time to time, we entered into an employment agreement with Mr. Cotner. The agreement sets Mr. Cotner’s base salary at $465,000 and provides that the salary will be reviewed for increase at least annually. The employment agreement specifies that Mr. Cotner is eligible for an annual bonus with a target of 80% of base salary, to be determined by the Compensation Committee, based upon the achievement of objectives established by the Compensation Committee. Mr. Cotner will also receive equity awards annually, in an amount approved by the Compensation Committee. Each annual equity award will vest in equal annual installments over the four-year period following the date of grant. Mr. Cotner’s employment agreement provided for a one-time reimbursement of relocation fees not to exceed the aggregate amount of $50,000, subject to all the limitations and procedures set forth in the Company’s relocation, expense reimbursement and/or other applicable policies. The agreement also provided for up to six months of temporary housing costs, not to exceed the aggregate amount of $10,000 per month, subject to all the limitations and procedures set forth in the Company’s relocation, expense reimbursement and/or other applicable policies. Mr. Cotner’s agreement also provides that he is eligible to participate in all normal Company benefits, including the Company’s 401(k), retirement, medical, dental and life and disability insurance plans and programs, in accordance with the terms of such arrangements.
Mr. Cotner’s employment agreement does not include a specific term and either the Company or Mr. Cotner may terminate his employment at any time, with or without cause. If Mr. Cotner is terminated without cause or resigns for good reason, or he is terminated due to his death, he will be eligible to receive severance benefits in the form of (i) continued base salary payments for 12 months following termination, (ii) a pro-rated annual bonus award earned based on actual performance, (iii) reimbursement of COBRA premiums for a period of 12 months following termination, and (iv) any earned but unpaid annual bonus for the year prior, as well as the accelerated vesting of equity described in “—Treatment of Equity Upon Termination or Change in Control.” The payment of (i) and (ii) above will be contingent on Mr. Cotner’s executing a general release of claims against the Company.
2026 PROXY STATEMENT |
GOGO INC. |
37 |
Table of Contents
EXECUTIVE COMPENSATION TABLES
Mr. Cotner is also subject to non-competition and non-solicitation covenants that apply during his employment and for a period of 12 months thereafter.
Crystal L. Gordon We entered into an employment agreement with Ms. Gordon in November 2022, as amended from time to time, pursuant to which Ms. Gordon agreed to serve as Executive Vice President, General Counsel and Corporate Secretary. The employment agreement sets Ms. Gordon's annual base salary at $370,000, which will be reviewed at least annually. The employment agreement specified that Ms. Gordon is eligible for an annual bonus with a target of 80% of base salary, with the amount of such bonus to be determined by the Compensation Committee. The employment agreement also provides that Ms. Gordon is eligible to participate in all normal Company benefits, including the Company's 401(k), retirement, medical, dental and life and disability insurance plans and programs in accordance with the terms of such arrangements. Subject to the approval of the Compensation Committee, Ms. Gordon will also be eligible to participate in the Company's annual equity award program.
Under her employment agreement, Ms. Gordon's employment is for no specific term and either the Company or Ms. Gordon may terminate Ms. Gordon's employment at any time, with or without cause. If Ms. Gordon's employment is terminated without cause, or if Ms. Gordon resigns for good reason, Ms. Gordon will be entitled to (i) continuation of her base salary for 12 months following her termination and (ii) reimbursement for COBRA premiums required to maintain substantially equivalent health insurance coverage for 12 months following her termination. Ms. Gordon would also be entitled to payment of any earned but unpaid salary, reimbursement of any business expenses incurred but not reimbursed through termination, and any earned but unpaid bonus for the calendar year prior to the one in which Ms. Gordon's termination occurred. The payment of (i) and (ii) above will be contingent on Ms. Gordon executing a general release of claims against the Company.
Ms. Gordon is also subject to non-competition and non-solicitation covenants that apply during her employment and for a period of 12 months thereafter.
Hayden Olson In November 2024, effective as of December 3, 2024, we entered into an employment agreement with Mr. Olson. The agreement sets Mr. Olson’s base salary at $325,000 and provides that the salary will be reviewed for increase at least annually. The employment agreement specifies that Mr. Olson is eligible for an annual bonus with a target of 30% of base salary for achievement of goals and objectives established for the Company under the annual bonus program, plus a target of 30% of base salary for achievement of goals and objectives established for the Company’s military/government business, to be determined by the Compensation Committee, based upon the achievement of objectives established by the Compensation Committee. Pursuant to the employment agreement, Mr. Olson was granted his Inducement Award. Mr. Olson will also receive equity awards annually, in an amount approved by the Board or the Compensation Committee. Each annual equity award will vest in equal annual installments over the four-year period following the date of grant. Mr. Olson’s agreement also provides that he is eligible to participate in all normal Company benefits, including the Company’s 401(k), retirement, medical, dental and life and disability insurance plans and programs, in accordance with the terms of such arrangements.
Mr. Olson’s employment agreement does not include a specific term and either the Company or Mr. Olson may terminate his employment at any time, with or without cause. If Mr. Olson is terminated without cause or resigns for good reason, or he is terminated due to his death, he will be eligible to receive severance benefits in the form of (i) continued base salary payments for 12 months following termination, (ii) a pro-rated annual bonus award earned based on actual performance, (iii) reimbursement of COBRA premiums for a period of 12 months following termination, and (iv) any earned but unpaid annual bonus for the year prior, in each case, subject to Mr. Olson’s execution of a general release of claims, as well as the accelerated vesting of equity described in “—Treatment of Equity Upon Termination or Change in Control.” The payment of (i) and (ii) above will be contingent on Mr. Olson’s executing a general release of claims against the Company.
Mr. Olson is also subject to non-competition and non-solicitation covenants that apply during his employment and for a period of 12 months thereafter.
Oakleigh Thorne In connection with Mr. Thorne’s appointment as Executive Chair of the Board, on April 15, 2025, the Company and Mr. Thorne entered into a new employment agreement with him, amending and restating all prior employment agreements with him. This new employment agreement expired pursuant to its terms on December 31, 2025.
The term of Mr. Thorne’s new employment agreement began on January 1, 2025 and continued through two back-to-back terms: January 1, 2025 until May 31, 2025 (the “First Term Expiration Date” and such period, the “First Term”); and such date until December 31, 2025 (the “Second Term Expiration Date” and such period, the “Second Term”). Mr. Thorne’s employment during the First Term was full-time, and his employment during the Second Term was part-time. The employment agreement provided that Mr. Thorne would be paid a base salary at the rate of $700,000 per annum during the First Term and $350,000 per annum during the Second Term. The employment agreement provided that Mr. Thorne would be eligible for an annual bonus for 2025 with a target of 100% of the portion of the First Term base salary paid to Mr. Thorne
38 |
GOGO INC. |
2026 PROXY STATEMENT |
Table of Contents
EXECUTIVE COMPENSATION TABLES
during the First Term and 100% of the portion of the Second Term base salary paid to Mr. Thorne during the Second Term, with the amount of such bonus to be determined by the Compensation Committee. The actual amount of the bonus was to be based on the achievement of objectives established by the Compensation Committee. Pursuant to the employment agreement, the Company provided Mr. Thorne with the following additional compensation and benefits: (a) a lump-sum payment of $1,400,000 payable upon the First Term Expiration Date (the “First Term Expiration Payment”) and (b) equity awards on terms consistent with the 2023 award and for 2025, with a grant date fair value no less than that of the annual equity awards granted in 2023 ($2,500,000 in RSUs).
Mr. Thorne continued to serve as an executive officer until his employment agreement expired on the Second Term Expiration Date. Pursuant to the employment agreement, following that date and Mr. Thorne’s timely execution and non-revocation of a general release of claims against the Company, (a) all outstanding unvested equity-based awards that vest solely on the passage of time and were granted under the Company’s equity plans prior to the Second Term Expiration Date fully vested, and (b) all vested stock options to purchase common stock in the Company remained exercisable through the earlier of (x) the original option term or (y) until the latest of (A) March 31, 2025, (B) the fifth anniversary of grant, or (C) the expiration of the normal post-termination exercise period (generally ninety days post-termination) (the “Second Term Expiration Equity Treatment”). Mr. Thorne remains also subject to non-competition and non-solicitation covenants that apply for 12 months following his separation from service as an executive officer with the Company.
Retention Agreements
We also entered into retention agreements with each of Messrs. Moore, Cotner and Olson in November 2024, setting forth the terms of their Retention Bonuses. The retention agreements provides that if the NEO’s employment is terminated without cause or he resigns for good reason, or upon his death or disability, or upon the consummation of a change in control, any unpaid portion of the retention bonus will be paid in a lump sum within 60 days following such event, subject to the NEO’s execution of a general release of claims.
Treatment of Equity upon Termination or Change in Control
Inducement Awards
As previously disclosed in the definitive proxy statement for the 2025 Annual Meeting of Stockholders, we granted at the end of 2024 certain inducement awards to Messrs. Moore, Cotner and Olson in connection with the appointment to their roles following the acquisition of Satcom Direct (the “Inducement Awards”). The Inducement Awards, which include PSUs and RSUs, are included in “Outstanding Awards at 2025 Fiscal Year-End.” The Inducement Awards were granted to create an alignment of interests between these NEOs and our stockholders and promote their retention. In the event of a termination of employment without cause, a resignation for Good Reason, or due to death, 100% of the time-based portion of the Inducement Award will become fully-vested and any unvested portion of the PSUs will be forfeited. If the termination is due to disability, then the vesting of the next tranche of the time-based portion of the Inducement Awards will be accelerated and the PSUs will continue to be eligible to vest for 90 days following such termination. If the termination is due to retirement, then a pro-rated portion of the time-based portion of the Inducement Award will be accelerated based on the number of days actually employed during the vesting period, and the PSUs will continue to be eligible to vest for 90 days following such termination. In the event of a change in control, if the Inducement Award is not honored or assumed by the surviving company, then all of the time-based portion of the Inducement Awards will accelerate and become vested, and the PSUs will vest only if the Change in Control Price is achieved. If the Inducement Awards are honored or assumed by the acquiror in connection with such change in control, then 25% of the Inducement Award that would otherwise vest as a result of such change in control, will instead vest upon the earlier of (A) the first anniversary of such change in control, or (B) a subsequent termination without cause, for good reason, or due to death or disability.
2026 PROXY STATEMENT |
GOGO INC. |
39 |
Table of Contents
EXECUTIVE COMPENSATION TABLES
All Other Equity Awards
With respect to equity awards other than the Inducement Awards, as it applies to all NEOs other than Mr. Thorne, if a NEO’s service relationship with us terminates for any reason other than death or disability, except as provided below, all unvested options, shares of restricted stock and unvested RSUs will immediately be forfeited. If a NEO's service relationship with us terminates in the event of death, disability, or retirement, options, RSUs and the shares of restricted stock granted to the NEOs are deemed vested to the extent of the full number or (in the case of retirement for an RSU granted after March 31, 2023), a prorated portion of the shares that would have vested had the NEO’s employment continued until the next vesting date. For the treatment of unvested options, shares of restricted stock and RSUs granted to the NEOs other than Mr. Thorne in event of a termination by the Company without cause, due to a resignation for good reason, whether or not in connection with a change in control, see “—Change in Control Agreements.” In the event that a change in control occurs, the acquiring or surviving entity in the transaction may assume or substitute similar awards for the outstanding options, restricted stock and RSUs, in which case the vesting of the options, restricted stock and RSUs is not accelerated. In such case, all of the options, restricted stock and RSUs will become immediately vested and exercisable if a NEO’s service relationship with us terminates without cause or due to death or disability after the change in control. If the acquiring or surviving entity does not assume or substitute similar awards for outstanding awards or our common stock is exchanged solely for cash in such change in control transaction, the vesting of options, restricted stock and RSUs will generally accelerate in full in connection with the change in control.
For information on the treatment of Mr. Thorne’s equity upon the expiration of his employment agreement on December 31, 2025, see “—Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table.”
Change in Control Agreements
Under the change in control agreements, each of Messrs. Moore, Cotner and Olson and Ms. Gordon is entitled to receive severance benefits in an amount equal to the sum of (i) 18 months of base salary, plus (ii) 1.5x their applicable target bonus for the year of termination, payable in a single lump sum, as well as reimbursement of COBRA premiums for a period of up to 18 months post-termination payable by the NEO in an amount sufficient for the NEO to maintain substantially equivalent health insurance coverage, in each case if (a) the NEO is terminated by the Company without cause or the NEO resigns with good reason within two years following a change in control, or (b) if the Company enters into an agreement with a third party contemplating a change in control of the Company, and prior to such change in control, the NEO is terminated by the Company without cause or the NEO resigns with good reason, and the NEO demonstrates that such termination was at the request of the third party or otherwise occurred in connection with the change in control of the Company. Additionally, any unvested time vesting awards would immediately become vested upon termination. The change in control agreements also provide that any unvested performance vesting awards will remain outstanding until the applicable normal performance vesting date (or 90 days after such date if the award is a stock option) and will vest or be forfeited based on the satisfaction of the applicable performance goals to the extent that the NEO’s employment would have continued through the applicable normal performance vesting date (with service-based vesting applicable to such performance-vesting awards accelerated in full as of the date of termination). Notwithstanding the foregoing, the change in control agreements for Messrs. Moore and Cotner provide that their Inducement Awards are not subject to the foregoing accelerated vesting and instead vest subject to the terms of such awards, as described above in “—Treatment of Equity upon Termination or Change in Control.”
40 |
GOGO INC. |
2026 PROXY STATEMENT |
Table of Contents
EXECUTIVE COMPENSATION TABLES
Outstanding Equity Awards at 2025 Fiscal Year-End
The following table summarizes the outstanding equity awards held by each of our NEOs as of December 31, 2025:
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Option Awards |
|
Stock Awards |
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Name |
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Number of |
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Number of |
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Equity |
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Options |
|
Options |
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Number of |
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Market |
|
Equity |
|
Equity |
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||||
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Christopher Moore |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
— |
|
— |
|
1,000,000 |
|
4,660,000 |
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
1,473,854 |
|
6,868,160 |
|
— |
|
— |
|
Zachary Cotner |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
— |
|
— |
|
50,000 |
|
233,000 |
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
242,156 |
|
1,128,447 |
|
— |
|
— |
|
Crystal Gordon |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
249,602 |
|
1,163,145 |
|
— |
|
— |
|
Hayden Olson |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
73,908 |
|
344,411 |
|
— |
|
— |
|
Oakleigh Thorne |
|
5,682 |
5 |
|
— |
|
|
— |
|
|
11.01 |
|
|
3/31/2026 |
|
— |
|
— |
|
— |
|
— |
|
|
|
7,616 |
5 |
|
— |
|
|
— |
|
|
8.39 |
|
|
6/30/2026 |
|
— |
|
— |
|
— |
|
— |
|
|
|
3,892 |
5 |
|
— |
|
|
— |
|
|
11.04 |
|
|
9/30/2026 |
|
— |
|
— |
|
— |
|
— |
|
|
|
4,517 |
5 |
|
— |
|
|
— |
|
|
9.22 |
|
|
12/30/2026 |
|
— |
|
— |
|
— |
|
— |
|
|
|
3,687 |
5 |
|
— |
|
|
— |
|
|
11.00 |
|
|
3/31/2027 |
|
— |
|
— |
|
— |
|
— |
|
|
|
3,497 |
5 |
|
— |
|
|
— |
|
|
11.53 |
|
|
6/30/2027 |
|
— |
|
— |
|
— |
|
— |
|
|
|
3,390 |
5 |
|
— |
|
|
— |
|
|
11.81 |
|
|
9/29/2027 |
|
— |
|
— |
|
— |
|
— |
|
|
|
3,477 |
5 |
|
— |
|
|
— |
|
|
11.28 |
|
|
12/29/2027 |
|
— |
|
— |
|
— |
|
— |
|
|
|
3,013 |
5 |
|
— |
|
|
— |
|
|
8.63 |
|
|
3/30/2028 |
|
— |
|
— |
|
— |
|
— |
|
|
|
125,000 |
5 |
|
— |
|
|
— |
|
|
2.14 |
|
|
3/17/2030 |
|
— |
|
— |
|
— |
|
— |
|
|
|
625,591 |
5 |
|
— |
|
|
— |
|
|
2.61 |
|
|
6/12/2030 |
|
— |
|
— |
|
— |
|
— |
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
267,737 |
|
1,247,654 |
|
— |
|
— |
|
2026 PROXY STATEMENT |
GOGO INC. |
41 |
Table of Contents
EXECUTIVE COMPENSATION TABLES
Option Exercises and Stock Vested Table
The table below provides information on the stock options that were exercised by and stock awards that vested for our NEOs in 2025.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards |
|
|
|
Stock Awards |
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name |
|
Number of |
|
Value |
|
Number of |
|
Value |
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Christopher Moore |
|
|
— |
|
|
|
— |
|
|
|
200,000 |
|
|
|
1,388,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Zachary Cotner |
|
|
— |
|
|
|
— |
|
|
|
10,000 |
|
|
|
69,400 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Crystal Gordon |
|
|
— |
|
|
|
— |
|
|
|
32,579 |
|
|
|
261,203 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hayden Olson |
|
|
— |
|
|
|
— |
|
|
|
5,000 |
|
|
|
34,700 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oakleigh Thorne |
|
|
— |
|
|
|
— |
|
|
|
496,777 |
|
|
|
2,866,950 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) The value realized on vesting represents the number of shares multiplied by the market value of our Common Stock at the time the applicable share vested.
Nonqualified Deferred Compensation Table
The table below provides information on the nonqualified deferred compensation benefits of each of our NEOs in 2025.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name |
|
Executive |
|
Registrant |
|
Aggregate |
|
Aggregate |
|
Aggregate |
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Christopher Moore |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Zachary Cotner |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Crystal Gordon |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hayden Olson |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oakleigh Thorne2 |
|
|
— |
|
|
|
— |
|
|
|
(139,296) |
|
|
|
— |
|
|
|
189,247 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) The deferred share units ("DSUs") included in this amount were received in fiscal years 2013, 2014, 2015, 2016, 2017 and 2018. The amount in respect of DSUs received prior to 2018 were not reported as compensation in the “Summary Compensation Table” to Mr. Thorne in previous years because he was not a NEO at the time. However, such compensation was reported in the “Director Compensation” section when Mr. Thorne served as a nonemployee director.
(2) Deferred amounts represent the value of DSUs granted under our 2013 Omnibus Plan and our 2016 Omnibus Plan for the period of time Mr. Thorne served as a nonemployee director prior to his appointment as President and Chief Executive Officer in March 2018 and then Executive Chair in December 2024. See “Director Compensation” for a discussion of the compensation our directors receive for their service on the board.
Potential Payments upon Termination or Change of Control
The following table describes the payments and benefits that our NEOs would have been entitled to receive upon a hypothetical termination of employment or change in control as of December 31, 2025, except for Mr. Thorne, for whom we
42 |
GOGO INC. |
2026 PROXY STATEMENT |
Table of Contents
EXECUTIVE COMPENSATION TABLES
show only the payments he actually received shortly after 2025 fiscal year-end under his employment agreement as permitted by SEC rules, which was as follows: $1,360,104 in the value of accelerated RSUs.
For more details on the potential payments to our NEOs upon a termination or change in control, which are governed by their employment agreements and various other agreements with us, see “—Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table.”
|
|
|
|
|
|
|
|
|
|
|
|
|
Severance |
|
Death or |
|
Involuntary |
|
Termination |
|
Involuntary |
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Christopher Moore |
|
3,700,000 |
|
|
3,769,863 |
|
|
3,700,000 |
|
|
4,550,000 |
|
Zachary Cotner |
|
2,188,333 |
|
|
2,227,374 |
|
|
2,188,333 |
|
|
2,615,833 |
|
Crystal Gordon |
|
— |
|
|
894,041 |
|
|
855,000 |
|
|
1,282,500 |
|
Hayden Olson |
|
1,020,000 |
|
|
1,046,712 |
|
|
1,020,000 |
|
|
1,280,000 |
|
Benefits3 |
|
|
|
|
|
|
|
|
|
|
|
|
Christopher Moore |
|
31,272 |
|
|
31,272 |
|
|
31,272 |
|
|
46,909 |
|
Zachary Cotner |
|
30,362 |
|
|
30,362 |
|
|
30,362 |
|
|
45,543 |
|
Crystal Gordon |
|
— |
|
|
39,920 |
|
|
39,920 |
|
|
59,880 |
|
Hayden Olson |
|
31,272 |
|
|
31,272 |
|
|
31,272 |
|
|
46,909 |
|
Value of Accelerated RSUs4 |
|
|
|
|
|
|
|
|
|
|
|
|
Christopher Moore |
|
4,513,042 |
|
|
3,728,000 |
|
|
3,728,000 |
|
|
11,528,160 |
|
Zachary Cotner |
|
421,912 |
|
|
186,400 |
|
|
186,400 |
|
|
1,361,447 |
|
Crystal Gordon |
|
336,130 |
|
|
— |
|
|
— |
|
|
1,163,145 |
|
Hayden Olson |
|
156,003 |
|
|
93,200 |
|
|
93,200 |
|
|
344,411 |
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
Christopher Moore |
|
8,244,314 |
|
|
7,529,135 |
|
|
7,459,272 |
|
|
16,125,069 |
|
Zachary Cotner |
|
2,640,607 |
|
|
2,444,136 |
|
|
2,405,095 |
|
|
4,022,823 |
|
Crystal Gordon |
|
336,130 |
|
|
933,961 |
|
|
894,920 |
|
|
2,505,525 |
|
Hayden Olson |
|
1,207,275 |
|
|
1,171,184 |
|
|
1,144,472 |
|
|
1,671,320 |
|
(1) In respect of “severance,” includes 30 days' pay in lieu of notice (upon an involuntary termination without cause only), continuation of NEO's salary for a period of 12 months, a pro-rated annual bonus payment. In the case of Messrs. Moore, Cotner, and Olson, this also includes payment of the unpaid portion of their retention bonuses. See “—Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table” for a discussion of the terms of the employment agreements.
(2) In respect of “severance,” includes for all NEO's a lump sum cash payment equal to 18 months' base salary and 1.5x such NEO's target bonus for the year of termination. In the case of Messrs. Moore, Cotner, and Olson, this also includes payment of the unpaid portion of their retention bonuses.
(3) For each NEO, the amounts include the cost of COBRA premiums to maintain health insurance coverage that is substantially equivalent to that which the NEO received immediately prior to termination and assumes that the NEO elects COBRA coverage for the full period or which he or she is entitled to payment or reimbursement. See “—Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table” for a discussion of the terms of those agreements.
(4) The value of vesting of time-based vesting RSUs is calculated by multiplying the number of unvested RSUs that would accelerate by $4.66, which was the closing price of our common stock on Nasdaq on December 31, 2025. In the case of Messrs. Moore, Cotner, and Olson, upon a
2026 PROXY STATEMENT |
GOGO INC. |
43 |
Table of Contents
EXECUTIVE COMPENSATION TABLES
termination without cause or for good reason, 100% of the time-based portion of their Inducement Awards will accelerate, and the performance-based portion of the Inducement Awards for Messrs. Moore and Cotner will be forfeited. In the case of Messrs. Moore, Cotner, and Olson, upon a termination due to disability, the next tranche of the time-based portion of the Inducement Award will be accelerated, and upon a termination due to retirement, a pro-rated portion of the Inducement Award will be accelerated. In the case of Messrs. Moore and Cotner, upon a termination due to disability or retirement, the performance-based portion of their Inducement Awards will remain eligible to vest for 90 days following such a termination; however, since the vesting of such awards is unable to be determined, we did not include any value for such vesting. In the case of Messrs. Moore, Cotner, and Olson, in the event of a change in control, if the Inducement Awards are not honored or assumed by the surviving company, then all of the time-based portion of their Inducement Awards will accelerate and become vested, and the performance-based portion of the Inducement Awards of Messrs. Moore and Cotner will vest only if the “Change in Control Price” is achieved. If the Inducement Awards are honored or assumed by the surviving company in connection with such change in control, then 25% of the Inducement Award that would otherwise vest as a result of such change in control will instead vest upon the earlier of (A) the first anniversary of such change in control, or (B) a subsequent termination without cause, for good reason, or due to death or disability. See “—Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table—Treatment of Equity upon Termination or Change in Control” above for a description of the circumstances that would trigger accelerated vesting upon a change in control.
44 |
GOGO INC. |
2026 PROXY STATEMENT |
Table of Contents
CEO Pay Ratio
As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of our Chief Executive Officer:
We identified our median employee based on our total full- and part-time employee population (subject to the permitted exclusion as described below) as of the last payroll date in December 2025, using total cash compensation (salary, wages, overtime and bonus), which we determined reasonably reflects the annual compensation of our employees and consistently applies to all our employees. In making this determination, as permitted by SEC rules, we excluded from our total employee population of 680 all employees from the following countries, because they in the aggregate represent less than 5% of that total population: Australia (two employees); Brazil (nine employees); Hong Kong (two employees); Singapore (three employees); and United Arab Emirates (11 employees). We did not make any cost-of-living adjustments in identifying the median employee.
The calculation of total compensation of the Chief Executive Officer and the median employee was determined in the same manner as the “Total” shown for our Chief Executive Officer in “Executive Compensation Tables—Summary Compensation Table.”
For the year ended December 31, 2025, the median of the annual total compensation of all employees of the Company other than the Chief Executive Officer was $160,083. For the same year, the annual total compensation of our CEO Mr. Moore was $9,043,298 as reported in the “Total” column of “Executive Compensation Tables – Summary Compensation Table.” Based on this information, for 2025, the reasonable estimated ratio of his compensation to the median of the annual total compensation of all other employees of the Company was approximately 56:1.
The pay ratio disclosed is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. The applicable rules provide issuers with certain flexibility in determining the methodology and related assumptions in identifying their median employee and calculating the ratio. As a result, the pay ratio we have disclosed in this proxy statement may not be comparable to pay ratios disclosure by other companies.
2026 PROXY STATEMENT |
GOGO INC. |
45 |
Table of Contents
Pay Versus Performance
As required by Item 402(v) of Regulation S-K, we are providing the following information about the relationship between (i) compensation “actually paid” (as computed in accordance with SEC rules) to our named executive officers and (ii) certain aspects of financial performance of the Company. The Compensation Committee does not in practice use “compensation actually paid” as the basis for making compensation decisions. For further information concerning our compensation philosophy and how we align executive compensation with our performance, see “Compensation Discussion and Analysis.” The below disclosure is provided only to comply with applicable SEC rules.
Pay versus Performance Table
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|
Value of Initial Fixed $100 |
|
|
|
|
|
|
||||
Year |
Summary |
Compensation |
|
Summary |
|
Compensation |
|
Average |
|
Average |
|
Total |
|
Peer Group |
|
Net Income |
|
Free Cash Flow |
||||||||||
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|
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|
2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
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|
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|
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|
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|
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|
2024 |
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
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|
|
|
2023 |
|
|
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|
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|
|
|
|
|
|
|
|
||||||||||
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|
|
|
|
|
|
2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
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2021 |
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(1)
(3) Compensation “actually paid” is calculated in accordance with Item 402(v) of Regulation S-K. The table below sets forth each adjustment made during each year presented in the table to calculate the compensation “actually paid” to our NEOs during each year in the table. In this table, the unvested equity values are computed in accordance with the methodology also used for financial reporting purposes.
(4)
(5)
46 |
GOGO INC. |
2026 PROXY STATEMENT |
Table of Contents
PAY VERSUS PERFORMANCE
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2025 |
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2024 |
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2023 |
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2022 |
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2021 |
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PEO |
Average |
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PEO |
PEO 2 |
Average |
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PEO |
Average |
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PEO |
Average |
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PEO |
Average |
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Total Compensation |
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Deduction for fair value |
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Fair value of equity |
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Change in fair value from |
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Fair value of equity |
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Change in fair value from |
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Fair value of awards |
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Compensation actually |
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Relationship between Compensation Actually Paid and Certain
Financial Measures
The following graphs address, for the fiscal years covered by the Pay versus Performance Table, the relationship between compensation actually paid as disclosed in such table and the Company’s:
2026 PROXY STATEMENT |
GOGO INC. |
47 |
Table of Contents
PAY VERSUS PERFORMANCE
48 |
GOGO INC. |
2026 PROXY STATEMENT |
Table of Contents
PAY VERSUS PERFORMANCE
Financial Performance Measure
As described in detail in the “Compensation Discussion and Analysis,” the Company’s executive compensation program consists of several compensation elements reflecting the Company’s pay-for-performance philosophy, including equity compensation, which is directly tied to the returns experienced by our stockholders. Please see “Compensation Discussion & Analysis” for a further description of these performance metrics (including, in the case of Adjusted EBITDA, how it is calculated) and how they are used in our executive compensation program. For 2024, we believe the most important financial performance measures used to link NEO compensation to Company performance are as follows:
2026 PROXY STATEMENT |
GOGO INC. |
49 |
Table of Contents
Director Compensation
Our non-employee directors, which excludes our Chief Executive Officer (and historically our Executive Chair before his transition to Chair) receive an annual board retainer of $240,000, consisting of $50,000 in cash and $190,000 in equity paid in equal quarterly installments, which are all DSUs granted under our 2016 Omnibus Incentive Plan and the 2024 Omnibus Equity Incentive Plan. Vested DSUs are settled within 90 days after the director ceases to serve as such. The chairs of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee each receive additional annual cash compensation of $30,000, $15,000 and $10,000, respectively, and our lead independent director receives additional annual cash compensation of $15,000. Cash payments are paid on or shortly after the end of the quarter and equity grants are made on the last business day of the quarter. Directors may elect to receive all or a portion of the cash portion of their annual retainer and any additional payments for service as a chair or lead independent director in the form of DSUs granted previously under our 2016 Omnibus Incentive Plan, and currently under our 2024 Omnibus Equity Incentive Plan. The directors are required to retain shares received upon settlement of DSUs, and, to the extent exercised, stock options (on an after-tax net basis) until the earlier of one year following termination of board service or a change in control of the Company. This retention policy applies only to non-employee director equity awards granted on and after September 30, 2015. Our directors do not receive additional fees for attending Board or committee meetings.
The following table provides summary information concerning compensation paid or accrued by us to or on behalf of nonemployee directors for services rendered to us during 2025. For information on the compensation of Messrs. Moore and Thorne, see “Compensation Discussion and Analysis” and “Executive Compensation Tables.”
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Fees |
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Stock |
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Total |
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Michael Abad-Santos2 |
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12,500 |
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47,496 |
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59,996 |
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Mark Anderson |
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50,000 |
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189,982 |
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239,982 |
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Robert L. Crandall2 |
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12,500 |
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47,495 |
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59,995 |
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Hugh W. Jones |
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80,000 |
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189,979 |
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269,979 |
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Monte M. Koch |
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50,000 |
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189,979 |
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239,979 |
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Michele Coleman Mayes |
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60,000 |
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189,972 |
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249,972 |
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General (Retired) Michael Minihan2 |
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25,000 |
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94,993 |
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119,993 |
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Christopher D. Payne2 |
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12,500 |
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47,495 |
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59,995 |
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Charles C. Townsend |
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50,000 |
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189,982 |
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239,982 |
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Harris N. Williams |
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80,000 |
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189,979 |
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269,979 |
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(1) Messrs. Crandall, Payne, Townsend and Anderson elected to defer the cash portion of their annual retainer. Ms. Mayes elected to defer a portion of her annual retainer. The number of DSUs they received and the grant date fair value of the DSUs are included in the table below, together with the regular equity portion of their annual retainers.
(2) Messrs. Abad-Santos, Crandall and Payne left the Board, and General (Retired) Minihan joined the Board, during fiscal 2025, and their compensation was prorated accordingly.
(3) The amounts reported in this column are valued based on the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. See Note 14, “Stock-Based Compensation and Retirement Plans,” to the Consolidated Financial Statements included in our 2025 Form 10-K, which is incorporated by reference herein, for a discussion of the relevant assumptions used in calculating these amounts.
50 |
GOGO INC. |
2026 PROXY STATEMENT |
Table of Contents
DIRECTOR COMPENSATION
The following table sets forth, by grant date, the grant date fair value of each award with respect to service as a director in 2025.
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Name |
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Grant Date |
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Number of |
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Grant Date |
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Michael Abad Santos |
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3/31/2025 |
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5,510 |
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47,496 |
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3/31/2025 |
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6,960 |
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59,995 |
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Mark Anderson |
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6/30/2025 |
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4,087 |
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59,997 |
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9/30/2025 |
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6,984 |
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59,993 |
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12/31/2025 |
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12,875 |
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59,998 |
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Robert L. Crandall |
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3/31/2025 |
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6,960 |
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59,995 |
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3/31/2025 |
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5,510 |
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47,496 |
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Hugh W. Jones |
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6/30/2025 |
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3,235 |
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47,490 |
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9/30/2025 |
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5,529 |
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47,494 |
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12/31/2025 |
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10,193 |
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47,499 |
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3/31/2025 |
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5,510 |
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47,496 |
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Monte M. Koch |
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6/30/2025 |
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3,235 |
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47,490 |
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9/30/2025 |
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5,529 |
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47,494 |
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12/31/2025 |
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10,193 |
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47,499 |
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3/31/2025 |
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5,800 |
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49,996 |
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Michele Coleman Mayes |
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6/30/2025 |
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3,405 |
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49,985 |
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9/30/2025 |
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5,820 |
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49,994 |
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12/31/2025 |
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10,729 |
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49,997 |
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General (Retired) Michael Minihan |
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9/30/2025 |
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5,529 |
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47,494 |
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12/31/2025 |
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10,193 |
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47,499 |
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Christopher D. Payne |
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3/31/2025 |
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6,960 |
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59,995 |
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3/31/2025 |
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6,960 |
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59,995 |
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Charles C. Townsend |
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6/30/2025 |
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4,087 |
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59,997 |
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9/30/2025 |
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6,984 |
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59,993 |
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12/31/2025 |
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12,875 |
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59,998 |
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3/31/2025 |
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5,510 |
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47,496 |
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Harris N. Williams |
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6/30/2025 |
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3,235 |
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47,490 |
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9/30/2025 |
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5,529 |
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47,494 |
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12/31/2025 |
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10,193 |
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47,499 |
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2026 PROXY STATEMENT |
GOGO INC. |
51 |
Table of Contents
DIRECTOR COMPENSATION
The following table shows the aggregate number of DSUs and options (which were granted to non-employee directors until fiscal 2021) held by our directors as of December 31, 2025.
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Name |
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Number of |
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Number of |
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Michael Abad-Santos |
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— |
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— |
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Mark Anderson |
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|
|
104,705 |
|
|
|
|
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— |
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Robert L. Crandall |
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|
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— |
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|
|
|
|
138,650 |
|
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Hugh W. Jones |
|
|
|
157,148 |
|
|
|
|
|
117,382 |
|
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Monte M. Koch |
|
|
|
35,775 |
|
|
|
|
|
— |
|
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Michele Coleman Mayes |
|
|
|
202,757 |
|
|
|
|
|
123,660 |
|
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General (Retired) Michael Minihan |
|
|
|
15,722 |
|
|
|
|
|
— |
|
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Christopher D. Payne |
|
|
|
— |
|
|
|
|
|
138,650 |
|
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Charles C. Townsend |
|
|
|
221,927 |
|
|
|
|
|
138,650 |
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Harris N. Williams |
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|
|
168,629 |
|
|
|
|
|
132,372 |
|
|
52 |
GOGO INC. |
2026 PROXY STATEMENT |
Table of Contents
Audit Matters
Audit Committee Report
The Audit Committee of our Board is responsible for, among other things, reviewing with Deloitte & Touche LLP, our independent registered public accounting firm, the scope and results of their audit engagement. In 2025, the Audit Committee was composed of Harris Williams (Chair), Michael Abad-Santos, Hugh Jones and Michele Coleman Mayes. Mr. Abad-Santos and Ms. Mayes left the Audit Committee in June and December 2025 respectively, and Mr. Koch was appointed to the Audit Committee in January 2026.
In connection with the 2025 audit, the Audit Committee:
Based on the review and the discussions described in the preceding bullet points, the Audit Committee recommended to the Board that the audited financial statements and management’s report on internal controls over financial reporting be included in our Annual Report on Form 10-K for the year ended December 31, 2025, for filing with the Securities and Exchange Commission.
The Audit Committee has adopted a charter and a process for pre-approving services to be provided by Deloitte & Touche LLP.
The members of the Audit Committee have been determined to be independent in accordance with the requirements of Section 5605(c) of the Nasdaq Stock Market listing standards and the requirements of Section 10A(m)(3) of the Exchange Act.
The Audit Committee:
Harris N. Williams (Chair)
Hugh W. Jones
Monte J.M. Koch
2026 PROXY STATEMENT |
GOGO INC. |
53 |
Table of Contents
AUDIT MATTERS
Pre-approval of Independent Auditor Services
The Audit Committee pre-approves all audit, audit-related, tax, and other services performed by the independent auditors. The Audit Committee pre-approves specific categories of services up to pre-established fee thresholds. Unless the type of service has previously been pre-approved, the Audit Committee must approve that specific service before the independent auditors may perform it. In addition, separate approval is required if the fees for any pre-approved category of service exceed the fee thresholds established by the Audit Committee. The Audit Committee may delegate to Mr. Harris Williams or any other independent chair of the Audit Committee pre-approval authority with respect to permitted services, provided that the chair must report any pre-approval decisions to the Audit Committee at its next scheduled meeting. All fees described below were pre-approved by the Audit Committee.
Independent Registered Public Accounting Firm Fees
The following table presents the Company’s fees for services performed by its independent registered public accounting firm, Deloitte & Touche LLP, and its affiliates, for the years ended December 31, 2025 and 2024.
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2025 |
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2024 |
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Audit fees1 |
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$ |
3,077,000 |
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$ |
3,897,644 |
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Audit-related fees2 |
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— |
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90,000 |
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Tax fees |
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— |
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— |
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All other fees3 |
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5,685 |
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|
|
75,685 |
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Total |
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$ |
3,082,685 |
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$ |
4,063,329 |
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54 |
GOGO INC. |
2026 PROXY STATEMENT |
Table of Contents
PROPOSAL 1:
Election of Directors
The Board has nominated the three persons named below for election as directors at the Annual Meeting to serve until the 2029 annual meeting or until their respective successors are duly elected and qualified. Each of the nominees for director is currently serving on the Board. Directors are elected by a plurality. Therefore, the three nominees who receive the highest number of “FOR” votes will be elected. Proxies cannot be voted for a greater number of persons than the number of nominees named. There is no cumulative voting. If any nominee for any reason is unable to serve or will not serve, proxies will be voted for such substitute nominee as the proxy holders may determine. If any nominee is unable to serve as a director, the Board by resolution may reduce the number of directors or choose a substitute nominee. The Company is not aware of any nominee who will be unable to or will not serve as a director.
Nominees for Director
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Hugh W. Jones |
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Oakleigh Thorne |
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Age: 62 |
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Age: 68 |
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Director Since: 2016 |
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Director Since: 2006 |
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Independent: Yes |
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Independent: No |
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Charles C. Townsend |
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Age: 77 |
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Director Since: 2010 |
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Independent: Yes |
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For biographical information about the nominees for director, including information about their qualifications to serve as a director, see “Our Board of Directors and Corporate Governance—Class I Nominees.”
OUR BOARD UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE ELECTION TO THE BOARD OF EACH OF THE THREE NOMINEES FOR CLASS I DIRECTOR.
2026 PROXY STATEMENT |
GOGO INC. |
55 |
Table of Contents
PROPOSAL 2:
Advisory Vote to Approve Executive Compensation
In accordance with Section 14A of the Exchange Act, the Company’s stockholders are entitled to approve, on an advisory basis, the compensation of our named executive officers. This non-binding advisory vote, commonly known as a “Say on Pay” vote, gives our stockholders the opportunity to express their views on our named executive officers’ compensation.
As described in the “Compensation Discussion and Analysis” section of this proxy statement (the “CD&A”), the goal of our executive compensation programs has been and continues to be to support the successful recruitment, development and retention of executive talent through a pay-for-performance culture, so that we can achieve our business objectives and optimize our long-term financial returns. In furtherance of those goals, our Compensation Committee has developed compensation programs intended to provide competitive base compensation and reward performance that meet or exceed the targets established by the Compensation Committee, with the objective of increasing long-term stockholder value and supporting the shorter-term business goals critical to that increase.
For these reasons, our Board is asking stockholders to vote “For” the following resolution:
“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to the rules of the Securities and Exchange Commission in this proxy statement, including the Compensation Discussion and Analysis, the compensation tables and narrative discussion, is hereby APPROVED.”
As you consider this Proposal 2, please note that it relates to the compensation of our named executive officers specifically as disclosed in “Compensation Discussion and Analysis” and “Executive Compensation Tables.”
As an advisory vote, this Proposal 2 is not binding on our Board or the Compensation Committee. However, our Board and the Compensation Committee value the opinions of our stockholders and will carefully consider the outcome of the vote when making future compensation decisions for our named executive officers.
The proposal to approve, on an advisory basis, the compensation of our named executive officers requires for its approval the affirmative vote of a majority of the votes entitled to vote on the subject matter of the proposal by holders of common stock who are present in person or by proxy. Any abstention will have the effect of a vote against the proposal.
OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” APPROVAL OF EXECUTIVE COMPENSATION AS DISCLOSED IN THIS PROXY STATEMENT.
56 |
GOGO INC. |
2026 PROXY STATEMENT |
Table of Contents
PROPOSAL 3:
Approval of the Amended and Restated 2024 Omnibus Equity Incentive Plan
Overview
We are asking stockholders to approve the Amended and Restated 2024 Omnibus Equity Incentive Plan (the “Existing 2024 Plan” and, as restated, the “Restated 2024 Plan”) to increase the number of shares of Company common stock available for issuance under the Existing 2024 Plan by 8,555,000. The Restated 2024 Plan was adopted by our Board on April 13, 2026, subject to approval by our stockholders at the Annual Meeting. If approved by the Company’s stockholders, the Restated 2024 Plan will become effective on the date of the Annual Meeting (the “Effective Date”).
After the proposed increase, up to a total of 9,438,055 shares will be available for new equity award grants under the Restated 2024 Plan after the Effective Date. Awards granted between April 6, 2026 and the Effective Date are expected to be minimal. However, for the avoidance of doubt, if our stockholders approve the Restated 2024 Plan, grants made from the Existing 2024 Plan between April 6, 2026 and the Effective Date will be deducted from the shares already available under the Restated 2024 Plan. Additionally, under the Restated 2024 Plan, the plan will expire ten years from the Effective Date (instead of on the original expiration date of ten years from the date on which the Existing Plan originally took effect in 2024).
Other than the increase in the number of shares of Common Stock reserved for issuance described above and the change to the expiration date, we are not proposing to make any other material changes to the Existing 2024 Plan. The Restated 2024 Plan will continue to provide incentive compensation through the grant of incentive stock options, non-qualified stock options, restricted shares, RSUs, PSUs, stock appreciation rights and other stock-based and cash awards.
As of April 6, 2026, 883,055 shares of Common Stock remained available for future grants of awards under the Existing 2024 Plan. The closing price of a share of Common Stock on the Nasdaq Stock Market on April 6, 2026 was $4.16.
We believe the ability to grant awards under the Restated 2024 Plan is necessary to enable us to attract, motivate and retain directors and key employees, and to provide incentives for such individuals through Common Stock ownership and other rights that promote and recognize the financial success and growth of our Company.
Based upon recent equity award requirements, we believe that the proposed increase of 8,555,000 shares of Common Stock to be reserved for issuance under the Restated 2024 Plan will be sufficient for equity awards for the foreseeable future. However, the number of shares of Common Stock required for future grants is dependent upon several factors that cannot be predicted, including, but not limited to, the price of the Company’s Common Stock on future grant dates. See “Summary of the Existing 2024 Plan-Key Equity Plan Data” for more details.
If stockholders do not approve the Restated 2024 Plan, the Existing 2024 Plan will continue in its current form, such that the pool of shares of Common Stock available thereunder will become depleted and be insufficient for equity awards made following our annual grants in 2026. As a result, in future years, we may not be able to continue to offer equity packages to our current employees and new employees, and thus may be less competitive than other companies that offer equity. We believe that this could impede our plans for growth and impair our ability to operate our business. In addition, if we are unable to grant competitive equity awards, we may be required to offer additional cash-based incentives to replace equity as a means of competing for talent, which we believe could adversely affect our reported earnings and financial results. We also believe that equity grants are a more effective compensation vehicle than cash awards because they better align the financial interests of employees with the interests of stockholders, and promote actions that result in long-term value creation.
If this Proposal No. 3 receives the requisite stockholder approval, the Company intends to register the additional shares of Common Stock available for issuance under the Restated 2024 Plan on a registration statement on Form S-8 under the Securities Act as soon as reasonably practicable following receipt of approval.
Restated 2024 Plan Governance Highlights
In the same form as the Existing 2024 Plan, the Restated 2024 Plan incorporates certain governance best practices, including:
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Summary of the Restated 2024 Plan
The following is a summary of certain material features of the Restated 2024 Plan, that does not purport to be a complete description of all the provisions of Restated 2024 Plan, and is qualified in its entirety by reference to the complete terms of the Restated 2024 Plan attached hereto as Appendix A (which shows text deleted from the Existing 2024 Plan as stricken and text added to it as underlined).
Stockholders are urged to read the actual text of the proposed Restated 2024 Plan. To the extent there is a conflict between this summary and the Restated 2024 Plan, the terms of the Restated 2024 Plan will govern.
Eligible Participants
Officers, directors and employees of the Company and its subsidiaries and consultants or others who may provide services to the Company and its subsidiaries are eligible to receive awards under the Restated 2024 Plan. As of April 6, 2026, four executive officers, 641 employees and one contractor were eligible to participate in the Restated 2024 Plan. Additionally, as of that date, all eight of our non-employee directors (including our non-employee director nominees) were eligible to participate.
Administration of the Restated 2024 Plan
The Restated 2024 Plan is administered by the Compensation Committee (or its permitted designee), which will have sole and complete authority and discretion to adopt, alter and repeal such administrative rules, guidelines and practices governing the operation of the Restated 2024 Plan, to interpret the terms and provisions of the Restated 2024 Plan and to determine participants and the types and terms and conditions of any award. The Committee's decisions including any failure to make decisions will be binding.
Available Shares
Subject to adjustment as provided in the Restated 2024 Plan, the maximum number of shares of Stock that are available for awards granted under the Restated 2024 Plan will be 9,438,055 shares of common stock. Any shares granted in connection with awards other than options and SARs will be counted against this limit as 1.45 shares for every one share granted in connection with such Award. Shares of common stock may be made available from stock held in treasury or authorized but unissued shares of the Company not reserved for any other purpose.
Any shares of stock subject to an award under the Restated 2024 Plan, the 2016 Omnibus Incentive Plan (the "2016 Plan") or any other equity plan of the Company which for any reason expires without having been exercised, is canceled or terminated or otherwise is settled without the issuance of any stock will be available for grant under the Restated 2024 Plan. Shares that are repurchased, withheld to cover applicable taxes or used to pay an exercise price, will not become available for future awards.
Director Limitations
In any calendar year, our non-employee directors may not receive awards for service on the Board that, taken together with any cash fees, have a value in excess of $1,000,000. The Compensation Committee may make exceptions to this limit if the non-employee director receiving the additional compensation does not participate in the decision to award such compensation or in other contemporaneous decisions involving compensation for other directors.
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Dividends and Dividend Equivalents
A dividend equivalent is the right to receive payments in cash or in stock, based on dividends with respect to shares of stock. Dividend equivalents may be granted to participants in tandem with another award (other than options or stock appreciation right) or on their own. In no event will dividends or dividend equivalents be paid to participants with respect to an award unless and until the date such award becomes vested.
Minimum Vesting
Except for any accelerated vesting upon a change of control or the death, disability or retirement of a participant and subject to any additional vesting requirements or conditions as the Compensation Committee may establish, each award shall be subject to a minimum vesting period of one year from the date of grant. The minimum vesting requirements will not apply to awards involving an aggregate number of shares not in excess of 5% of the Restated 2024 Plan share reserve.
Awards
The following awards may be made under the Restated 2024 Plan.
Options
An “incentive stock option” is an option that meets the requirements of Section 422 of the Code, and a “non-qualified stock option” is an option that does not meet these requirements. An option granted under the Restated 2024 Plan is exercisable only to the extent that it is vested on the date of exercise. No option may be exercisable later than ten years from the grant date or, in the case of an incentive stock option award granted to a ten percent stockholder, later than five years from the grant date. Our Compensation Committee may determine the terms and conditions of each award of stock options granted under the Restated 2024 Plan, including the exercise price associated with the stock option and the time and conditions of exercise for each stock option.
The purchase price per share upon exercise of each option granted under the plan may not be less than 100% (or 110% in the case of an incentive stock option granted to a ten percent stockholder), of the fair market value of our common stock on the option grant date. For so long as our common stock is listed on an established stock exchange, the fair market value of the common stock will be the closing price of our common stock on the exchange on which it is listed and as reported in The Wall Street Journal on the option grant date. If there is no closing price reported on the option grant date, the fair market value will be deemed equal to the mean between the high bid and low asked prices for the common stock on the last market trading day prior to the day of determination. If our common stock is not listed on an established stock exchange or national market system, the fair market value will be determined in good faith by our Compensation Committee pursuant to a reasonable valuation method in accordance with Section 409A of the Code, including without limitation by reliance on an independent appraisal completed within the preceding 12 months.
The aggregate fair market value of all shares with respect to which incentive stock options are first exercisable by a participant in any calendar year may not exceed $100,000 or such higher limit as may be permitted under Section 422(d) of the Code.
Adjustment in Capitalization
The number and kind of shares of common stock available for issuance under the Restated 2024 Plan and the number, class, exercise price, performance goals or other terms of any outstanding award shall be adjusted by the Board to reflect any extraordinary dividend or distribution, stock dividends, stock split or share combination or any reorganization, recapitalization, business combination, merger, consolidation, spin-off, exchange of shares, liquidation or dissolution of the Company or other similar transaction or event affecting the common stock of the Company.
Performance Awards
A "performance award" is an award of restricted stock, restricted stock units, options, deferred shares, deferred share units, performance units, stock appreciation rights, other equity-based awards or cash, the grant, exercise, voting or settlement of which is subject (in whole or in part) to the achievement of specified performance goals. Vested performance awards may be settled in cash, stock or a combination of cash and stock, at the discretion of the Compensation Committee.
Stock Appreciation Rights
A “stock appreciation right” (or a “SAR”) is the right to receive payment from the Company in cash and/or shares of common stock equal to the product of (i) any increase in the fair market value of one share of our common stock on the exercise date over a price fixed by the Compensation Committee on the grant date, which may not be less than the fair market value of a share of our common stock on the grant date, multiplied by (ii) the number of shares of common stock with respect to which the SAR is exercised; provided, however, that on the grant date, the Compensation Committee establishes, in its sole
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discretion, a maximum amount per share which is payable upon exercise. A SAR under the Restated 2024 Plan is exercisable only to the extent that it is vested on the date of exercise. No SAR is exercisable later than ten years from the grant date. SARs may be granted to participants in tandem with options or on their own. Tandem SARs will generally have substantially similar terms and conditions as the options with which they are granted.
Deferred Share Units
A "deferred share unit" is a unit credited to a participant's account in our books that represents the right to receive a share of common stock or the equivalent cash value of a share of common stock on settlement of the account. Deferred share units may be granted by the Compensation Committee independent of other awards or compensation, or received at the participant's election instead of other compensation. Subject to the provisions of the Restated 2024 Plan, our Compensation Committee will determine the terms and conditions of each award of deferred share units, including the restriction period for all or a portion of the award and the restrictions applicable to the award. Vested deferred share until awards may be settled in cash, stock or a combination of cash and stock, at the discretion of the Compensation Committee.
Restricted Stock and RSUs
“Restricted Stock” is an award of common stock on which certain restrictions are imposed over specified periods that subject the shares to a substantial risk of forfeiture. An RSU is a unit, equivalent in value to a share of common stock, credited by means of a bookkeeping entry in our books to a participant's account. Vested RSU awards may be settled in cash, stock or a combination of cash and stock, at the discretion of the Compensation Committee. Subject to the provisions of the Restated 2024 Plan, our Compensation Committee determines the terms and conditions of each award of restricted stock or RSUs, including any restriction period or restrictions applicable to the award. Restricted stock and RSUs granted under the plan will vest based on a minimum period of service or the occurrence of events specified by our Compensation Committee, including the achievement of performance-based vesting conditions in lieu of, or in addition to, time-based vesting conditions.
Other Share-Based and Cash Awards
Our Compensation Committee may make other forms of equity-based or equity-related awards under our Restated 2024 Plan, not otherwise described by the terms of the plan in such amounts and subject to such terms and conditions as the Compensation Committee may determine.
Termination of Employment
Subject to the requirements of the Code, all of the terms relating to the exercise, cancellation or other disposition of any award upon a termination of employment or service with the Company, whether due to disability, death or under any circumstances shall be determined by the Compensation Committee.
Change in Control
Upon a change in control, unless otherwise determined by the Compensation Committee and provided in a participant's award agreement, no cancellation, termination, acceleration or exercisability or vesting, lapse of any restriction period or settlement or other payment shall occur with respect to any outstanding awards, provided that such outstanding awards are honored or assumed or new rights substituted therefore (such honored, assumed or substituted awards, "Alternative Awards") by any successor entity to the Company. Alternative Awards must provide a participant with substantially equivalent or better rights, terms and conditions, have substantially the same economic value and provide for accelerated vesting in the event a participant's employment is terminated without cause or the employee resigns for good reason within 24 months after the change in control. Unless otherwise determined by the Compensation Committee, any participant whose employment is terminated by the Company without cause within three months prior to a change in control will, for the purposes of the Restated 2024 Plan, be treated as if the participant's employment had terminated immediately following the change in control.
If no Alternative Awards are available or in the event of a change in control in which all of the common stock is exchanged for or converted into cash or the right to receive cash, then immediately prior to the consummation of the transaction constituting the change in control, (i) all unvested awards (other than performance awards) shall vest and the restriction period on all such outstanding awards shall lapse; (ii) each outstanding performance award with a performance cycle in progress at the time of the change in control shall be deemed to be earned and become vested and/or paid out based on the performance goals achieved as of the date of the change in control (which performance goals shall be prorated or adjusted, if necessary or appropriate, to reflect the portion of the performance cycle that has been completed), and all other performance awards shall lapse and be canceled and forfeited upon consummation of the change in control; and (iii) shares of common stock underlying all restricted stock, RSUs, performance awards, deferred share units and other stock-based awards that are vested or for which the restriction period has lapsed shall be issued or released to the participant holding such award.
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The Compensation Committee may determine, in its discretion, to cancel some or all awards in exchange for a cash payment based on the change in control price. The Compensation Committee may also, in its discretion, accelerate the exercisability or vesting or lapse of any restriction period with respect to all or any portion of any outstanding award.
Repricings Prohibited
Without stockholder approval, except as a result of any equitable adjustment or change in control, the Committee will not have the power or authority to reprice any outstanding option or SAR, by amendment or otherwise, by reducing the exercise price or granting a new award, or making any cash payment, in substitution for or upon the cancellation any outstanding options or SAR.
Forfeiture, Cancellation or “Clawback” of Awards
The Company may cancel or reduce, or require a participant to forfeit and disgorge to the Company or reimburse the Company for any awards granted or vested and any gains earned or accrued, due to the exercise, vesting or settlement of awards or sale of any common stock issued pursuant to an award under the plan, to the extent permitted or required by, or pursuant to any Company policy implemented as required by, applicable law, regulation or stock exchange rule in effect on or after the effective date of the plan. Awards granted under the Restated 2024 Plan (and gains earned or accrued in connection with awards or the sale of any stock issued pursuant to such awards) will be subject to generally applicable policies as to forfeiture and recoupment as may be adopted by the Compensation Committee from time to time and communicated to participants. Any such policies may (in the discretion of the Compensation Committee) be applied to outstanding awards at the time of adoption of such policies, or on a prospective basis only.
Amendment or Termination of the Restated 2024 Plan
The Restated 2024 Plan will terminate on the tenth anniversary of the date on which it is approved by stockholders. The Board or the Compensation Committee may amend, modify, suspend or terminate the Restated 2024 Plan at any time, except that no amendment may be made without stockholder approval if the amendment or modification would (i) materially increase the benefits accruing to participants under the plan, (ii) increase the number of shares of stock subject to the plan or increase the individual award limitations, (iii) modify the class of personal eligible to participate in the plan, (iv) allow options or SARs to be granted with an exercise price less than fair market value, (v) extend the term of an award beyond its original expiry date or (vi) materially modify the plan in any way that would require stockholder approval under any applicable regulatory requirements or stock exchange rules. In addition, no amendment may adversely affect any outstanding award or result in the imposition of additional taxes or penalties under Section 409A of the Code without participant consent.
Amendment of an Award
The Compensation Committee may amend, modify or terminate an award at any time prior to payment or exercise, in any manner not inconsistent with the terms of the plan, including changing the date or dates of exercisability, nonforfeiture or performance satisfaction, except that no amendment, modification or termination that would adversely affect a participant's rights under the award may be effected without the participant's consent. The Compensation Committee may also accelerate the exercisability or vesting or lapse of any restriction period with respect to any outstanding award at any time. However, no outstanding option may be amended or otherwise modified or exchanged in a manner that would have the effect of reducing its original exercise price or otherwise constitute a repricing.
Federal Income Tax Consequences of Awards
The following is a brief summary of the principal United States federal income tax consequences of awards under the Restated 2024 Plan. This summary is not intended to be exhaustive and does not describe state, local or foreign tax laws.
Incentive Stock Options
The grant of an incentive stock option will not result in any immediate tax consequences to the Company or the participant. In addition, a participant will not recognize taxable income and we will not be entitled to any deduction, upon the exercise of an incentive stock option while the participant is an employee or within three months following termination of employment (longer in the case of death). In such event, the excess of the fair market value of the shares acquired over the option price will be includible in the participant's alternative minimum taxable income for the year of exercise for purposes of the alternative minimum tax. If the participant does not dispose of the shares acquired within the year after their receipt (and within two years after the option was granted), gain or loss recognized on the subsequent disposition of the shares will be treated as long-term capital gain or loss. Capital losses of individuals are deductible only against capital gains and a limited amount of taxable ordinary income. In the event of an earlier disposition, the participant will recognize taxable ordinary income in an amount equal to the lesser of (i) the excess of the fair market value of the shares on the date of exercise over the option price; or (ii) if the disposition is a taxable sale or exchange, the amount of any gain realized. Any additional gain
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to the participant will be treated as capital gain, long-term or short-term, depending on how long the shares have been held. Upon such a disqualifying disposition, we will be entitled to a deduction in the same amount and at the same time as the participant recognizes such taxable ordinary income, subject to the limitations of Section 162(m) of the Code.
Non-Qualified Stock Options
The grant of a non-qualified stock option will not result in any immediate tax consequences to the Company or the participant. Upon the exercise of a non-qualified stock option, the participant will recognize taxable ordinary income, and we will be entitled to a deduction, subject to the limitations of Section 162(m) of the Code, equal to the difference between the option price and the fair market value of the shares acquired at the time of exercise. Any gain or loss upon a subsequent sale or exchange of the shares will be capital gain or loss, long-term or short-term, depending on how long the shares have been held.
Stock Appreciation Rights
The grant of either a tandem SAR or a freestanding SAR will not result in any immediate tax consequences to the Company or the grantee. Upon the exercise of either a tandem SAR or a freestanding SAR, any cash received and the fair market value on the exercise date of any shares received will constitute taxable ordinary income to the grantee. We will be entitled to a deduction in the same amount and at the same time, subject to the limitations of Section 162(m) of the Code.
Restricted Stock
A participant normally will not recognize taxable income upon an award of restricted stock, and we will not be entitled to a deduction, until the termination of the restrictions. Upon such termination, the participant will recognize taxable ordinary income in an amount equal to the fair market value of the shares at that time, plus the amount of the dividends thereon to which the participant then becomes entitled. However, a participant may elect to recognize taxable ordinary income in the year the restricted stock is awarded in an amount equal to its fair market value at that time, determined without regard to the restrictions. We are entitled to a deduction in the same amount and at the same time as the participant realizes income, subject to the limitations of Section 162(m) of the Code.
RSUs/Performance Shares or Units
Any cash and the fair market value of any shares received in connection with the grant of an RSUs/performance shares or units under the Restated 2024 Plan will constitute taxable ordinary income to the participant in the year in which paid, and the Company will be entitled to a deduction in the same amount, subject to the limitations of Section 162(m) of the Code.
Other Stock-Based and Cash Awards
The grant of other stock-based and cash awards will generally constitute taxable ordinary income to the participant in the year in which paid, and the Company will generally be entitled to a deduction in the same amount, subject to the limitations of Section 162(m) of the Code.
Dividend Equivalents
Dividend equivalents generally will be taxed at ordinary income rates when paid. In most instances, they will be treated as additional compensation that we will be able to deduct at that time, subject to the limitations of Section 162(m) of the Code.
Withholding
Applicable taxes required by law will be withheld from all amounts paid in satisfaction of an award.
Section 162(m) of the Code
Section 162(m) of the Code denies deductions to publicly held corporations for compensation paid to certain senior executives that exceeds $1,000,000.
Section 409A of the Code
Section 409A of the Code imposes complex rules on nonqualified deferred compensation arrangements, including requirements with respect to elections to defer compensation and the timing of payment of deferred amounts. Depending on how they are structured, certain equity-based awards may be subject to Section 409A of the Code, while others are exempt. If an award is subject to Section 409A of the Code and a violation occurs, the compensation is includible in income when no longer subject to a substantial risk of forfeiture and the participant may be subject to a 20% penalty tax and, in some cases, interest penalties. The Restated 2024 Plan and awards granted under the Restated 2024 Plan are intended to be exempt from or conform to the requirements of Section 409A of the Code.
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Key Equity Plan Data
Burn Data
Our stock-based compensation, including the participation of employees and directors, results in a “burn rate” or share utilization rate presented in the table below. The table sets forth information regarding award grants, the burn rate for each of the last three years, and the average burn rate over the last three years. The burn rate has been calculated as the quotient of (i) the sum of all options, RSUs and PSUs granted in such year, divided by (ii) the weighted average number of shares of Common Stock outstanding at the end of such year. The “burn rate” is not adjusted for forfeitures and expirations, which would reduce the burn rate if taken into account.
|
|
Year Ended December 31, |
|
3-Year |
||||
|
|
2025 |
|
2024 |
|
2023 |
|
Average |
Stock options granted (a) |
|
— |
|
— |
|
— |
|
— |
Time-based restricted stock and RSUs granted (b) |
|
3,125,746 |
|
2,794,203 |
|
1,899,140 |
|
2,606,363 |
Performance-based RSUs granted (c) |
|
— |
|
— |
|
— |
|
— |
Total equity awards (a+b+c) |
|
3,125,746 |
|
2,794,203 |
|
1,899,140 |
|
2,606,363 |
Weighted average shares of Common Stock outstanding (d) |
|
133,707,000 |
|
128,533,000 |
|
129,753,000 |
|
130,664,333 |
Burn rate ((a+b+c)/d) |
|
2.34% |
|
2.17% |
|
1.46% |
|
1.99% |
Overhang
The total potential dilution or “overhang” from the adoption of the Restated 2024 Plan is shown below. The 2016 Plan and the Existing 2024 Plan are the only incentive plans under which equity awards are outstanding, and in the case of the Restated 2024 Plan, the only incentive plan under which possible future awards would be outstanding. The fully diluted “overhang” assumes that the entire share reserve is granted in stock options. Other than the shares of common stock outstanding, all information is as of April 6, 2026.
Shares available for grant under the Existing 2024 Plan (a) |
|
883,055 |
Additional shares requested for approval under the Restated 2024 Plan (b) |
|
8,555,000 |
Shares subject to outstanding stock options/SARs under the existing equity plans |
|
1,818,997 |
Weighted-average exercise price of outstanding stock options/SARs |
|
$4.31 |
Weighted–average remaining term of outstanding stock options/SARs |
|
3.21 |
Shares subject to outstanding full-value stock awards under the existing equity plans |
|
5,910,453 |
Total outstanding stock options/SARs and full-value stock awards (c) |
|
7,729,450 |
Shares of common stock outstanding as of the Record Date (d) |
|
135,238,523 |
Fully-diluted Overhang (a+b+c) divided by (a+b+c+d) |
|
11.26% |
New Plan Benefits
As of the date hereof, no awards have been granted using the additional 8,555,000 shares of Common Stock proposed to be reserved under the Restated 2024 Plan. Awards under the Restated 2024 Plan using these shares will be granted at the discretion of the Compensation Committee based on a number of factors and, accordingly, the benefits that will be granted or paid under the Restated 2024 Plan are not currently determinable.
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Awards Granted Under the Existing 2024 Plan
The following table sets forth information as of April 6, 2026 with respect to the number of shares of Common Stock underlying awards that have been granted under the Existing 2024 Plan to our named executive officers, director nominees and the specified groups set forth below, with any performance criteria deemed satisfied at the maximum level.
|
|
Stock Options |
|
RSUs |
|
PSUs |
|
|
|
|
|
|
|
Named Executive Officers, Directors & Director Nominees |
|
|
|
|
|
|
Christopher J. Moore |
|
— |
|
1,597,010 |
|
1,000,000 |
Zachary Cotner |
|
— |
|
442,177 |
|
50,000 |
Oakleigh Thorne |
|
— |
|
348,742 |
|
|
Crystal L. Gordon |
|
— |
|
415,223 |
|
— |
Hayden Olson |
|
— |
|
127,761 |
|
— |
Hugh W. Jones |
|
— |
|
42,153 |
|
— |
Charles C. Townsend |
|
— |
|
53,247 |
|
— |
Monte J.M. Koch |
|
— |
|
42,153 |
|
— |
Michele Coleman Mayes |
|
— |
|
44,371 |
|
— |
Harris N. Williams |
|
— |
|
42,153 |
|
— |
Mark Anderson |
|
— |
|
53,247 |
|
— |
General (Ret.) Michael Minihan |
|
— |
|
27,537 |
|
— |
All Current Executive Officers as a Group |
|
— |
|
2,582,171 |
|
— |
All Current Non-Executive Officer Directors as a Group |
|
— |
|
653,603 |
|
— |
Other Persons |
|
— |
|
— |
|
— |
Each associate of the current executive officers, non-executive officer directors and director nominees |
|
— |
|
— |
|
— |
Each other person who received under the Existing 2024 Plan or is to receive 5% of awards under the Restated 2024 Plan |
|
— |
|
— |
|
— |
All Non-Executive Officer Employees as a Group |
|
— |
|
2,160,025 |
|
— |
Currently Outstanding Equity
The following table sets forth the number of shares of our common stock reserved for issuance under our equity compensation plans (which includes amounts for both continuing and discontinued operations) as of the end of 2025:
Plan Category |
|
Number of securities to be issued upon exercise of outstanding options, warrants and rights (#) |
|
|
Weighted average exercise price of outstanding options, warrants and rights ($) |
|
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (#) |
|
|
||
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||
Equity compensation plans approved by security holders |
|
7,053,494(1) |
|
|
4.42(2) |
|
3,982,847(3) |
|
|
||
Equity compensation plans not approved by security holders |
|
|
2,030,000 |
|
|
N/A |
|
— |
|
|
|
Total |
|
|
9,083,494 |
|
|
4.42 |
|
|
3,982,847 |
|
|
(1) Represents the number of shares associated with options, RSUs and DSUs outstanding as of December 31, 2025.
(2) Represents the weighted average exercise price of the 1,863,104 options disclosed in column (a).
(3) Represents the number of shares remaining available for future issuance under our Existing 2024 Plan (3,429,888 shares) and 2024
Employee Stock Purchase Plan (552,959).
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Interest of Certain Persons in the Restated 2024 Plan
Our executive officers, employees who perform services for or on our behalf, and our non-employee directors (including both current directors and our three director nominees) will be eligible to receive awards under the Restated 2024 Plan if it is approved. Accordingly, such individuals have a substantial interest in the approval of this Proposal No. 3.
Vote Required
The proposal to approve of the Restated 2024 Plan requires the affirmative vote of a majority of the votes entitled to vote at the Annual Meeting by holders of common stock who are present in person or by proxy. Any abstention will have the effect of a vote against the proposal.
OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” APPROVAL OF THE RESTATED 2024 PLAN.
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PROPOSAL 4:
Ratification of Appointment of Accountants
The Audit Committee has appointed Deloitte & Touche LLP, an independent registered public accounting firm, as the independent auditor to perform an integrated audit of the Company for the fiscal year ending December 31, 2026. Deloitte & Touche LLP has served as our independent auditor since 2007.
Neither our Bylaws nor other governing documents or law require stockholder ratification of the selection of Deloitte & Touche LLP as our independent registered public accounting firm. However, the Board believes that obtaining stockholder ratification of the appointment is a sound corporate governance practice. If the stockholders do not vote on an advisory basis in favor of Deloitte & Touche LLP, the Audit Committee will reconsider whether to hire the firm and may retain Deloitte & Touche LLP or hire another firm without resubmitting the matter to stockholders for approval. The Audit Committee retains the discretion at any time to appoint a different independent auditor.
Representatives of Deloitte & Touche LLP are expected to be present at the Annual Meeting and available to respond to appropriate questions and will have the opportunity to make a statement if they desire.
The proposal to ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the Company for fiscal year 2026 requires for its approval the affirmative vote of a majority of the votes entitled to vote on the subject matter of the proposal by holders of common stock who are present in person or by proxy. Any abstention will have the effect of a vote against the proposal.
OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR FISCAL YEAR 2026.
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Other Business
The Board is not aware of any other matters to be presented at the Annual Meeting. If any other matter is properly submitted for action and presented at the meeting, the holders of the accompanying proxy will vote the shares represented by the proxy on such matter in accordance with their best judgment. If any matter not proper for action at the meeting should be presented, the holders of the proxy will vote against consideration of the matter or the proposed action.
Insider Trading Policy
We have
Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act requires our executive officers, directors and certain persons who beneficially own more than 10% of our common stock to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock and other equity securities. Based solely on a review of reports filed with the SEC and written representations that no other reports were required, we believe that our executive officers, directors and greater than 10% stockholders complied with all applicable filing requirements on a timely basis during fiscal year 2025, except for one Form 4 for Leigh Goldfine (our Vice President, Controller and Chief Accounting Officer), which, due to administrative oversight, was filed late in 2025 to report an RSU grant made in 2024.
Stockholder Proposals and Director Nominations for 2027
The Company will review for inclusion in next year’s proxy statement stockholder proposals received by December 17, 2026, pursuant to Rule 14a-8 under the Exchange Act. Proposals must be sent to Crystal L. Gordon, Executive Vice President, General Counsel, Chief Administrative Officer and Secretary of the Company, at 105 Edgeview Dr., Suite 300, Broomfield, Colorado 80021.
Stockholder proposals (including director nominations) not included in next year’s proxy statement may be brought before the 2027 Annual Meeting of Stockholders by a stockholder of the Company who is entitled to vote at the meeting, has given a written notice to the Executive Vice President, General Counsel, Chief Administrative Officer and Secretary of the Company containing certain information specified in the Bylaws, and was a stockholder of record at the time such notice was given. Such notice must be delivered to or mailed to and received at the address in the preceding paragraph no earlier than January 28, 2027 and no later than February 27, 2027, except that if the date of the 2027 Annual Meeting of Stockholders is changed, and the meeting is held before April 28, 2027 or after August 6, 2027, such notice must be delivered at the address in the preceding paragraph no earlier than 120 days prior to the new date of such annual meeting and no later than the close of business on the later of (i) the ninetieth day prior to the new date of such annual meeting or (ii) the tenth day following the day on which a public announcement of the new date of such annual meeting is first made. In order for stockholders to give timely notice of nominations for directors for inclusion on a universal proxy card in connection with the 2027 Annual Meeting of Stockholder, notice must be submitted by the same deadline as disclosed above under the advance notice provisions of our Bylaws and must include the information in the notice required by our Bylaws and by Rule 14a-19(b)(2) and Rule 14a-19(b)(3) under the Exchange Act.
Annual Report for 2025
The 2025 Annual Report to Stockholders, including our 2025 Form 10-K, is being posted with this proxy statement. Stockholders can access this proxy statement and our 2025 Annual Report to Stockholders on our investor relations website at https://ir.gogoair.com or at www.proxydocs.com/GOGO, using the control number located on each proxy card.
We have filed our 2025 Form 10-K with the SEC. It is available free of charge at the SEC’s web site at www.sec.gov. Upon written request by a stockholder, we will mail without charge a copy of our 2025 Form 10-K, including the financial statements, but excluding exhibits to the 2025 Form 10-K. Exhibits to the 2025 Form 10-K are available upon payment of a
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reasonable fee, which is limited to our expenses in furnishing the requested exhibits. All requests should be directed to Investor Relations, Gogo Inc., 105 Edgeview Dr., Suite 300, Broomfield, Colorado 80021.
Solicitation Costs
This solicitation is being made by the Company, and the Company will pay for the entire cost of soliciting proxies. In addition to any mailed proxy materials and Notices of Internet Availability of Proxy Materials, as applicable, our directors, officers and employees may also solicit proxies in person, by telephone or by other means of communication. Directors, officers and employees will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.
Householding of Annual Disclosure Documents
Under rules adopted by the SEC, we are permitted to deliver a single Notice of Internet Availability of Proxy Materials to any household at which two or more stockholders reside if we believe the stockholders are members of the same family. This process, called householding, reduces the volume of duplicate information received at your household and helps to reduce costs. Even if householding is used, each stockholder will continue to be entitled to submit a separate proxy or voting instructions.
The Company is not householding this year for those stockholders who own their shares directly in their own name. If you share the same last name and address with another Company stockholder who also holds their shares directly, and you would each like to start householding for the Company’s annual reports and proxy materials, please call (303) 301-3271 or write to Investor Relations at 105 Edgeview Dr., Suite 300, Broomfield, Colorado 80021.
This year, some brokers and nominees who hold Company shares on behalf of stockholders may be participating in the practice of householding proxy statements and annual reports for those stockholders. If you would like to receive separate copies of the proxy statement or annual report to stockholders in the future, or if you are receiving multiple copies and would like to receive only one copy per household, you should contact your bank, broker or other nominee record holder.
Attendance at Annual Meeting
If a stockholder would like to attend the Annual Meeting, they must be a registered stockholder as of April 6, 2026. The Annual Meeting will take place on May 28, 2026 at 9:00 a.m. Mountain Time online at www.proxydocs.com/GOGO.
BY ORDER OF THE BOARD OF DIRECTORS
Crystal L. Gordon
Executive Vice President, General Counsel, Chief Administrative Officer and Secretary
Broomfield, Colorado
April 16, 2026
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This proxy statement and proxy card are furnished in connection with the solicitation of proxies to be voted at our Annual Meeting, which will be held at 9:00 a.m. Mountain Time, on May 28, 2026, online at www.proxydocs.com/GOGO. On or about April 16, 2026, we began mailing to stockholders of record as of April 6, 2026, a Notice of Internet Availability of Proxy Materials and made the proxy materials available on the Internet.
Why am I receiving this proxy statement and proxy card?
You have received these proxy materials because our Board is soliciting your proxy to vote your shares at the Annual Meeting. This proxy statement describes issues on which we would like you to vote on at our Annual Meeting. It also gives you information on these issues so that you can make an informed decision.
Because you own shares of our common stock, we have made this proxy statement and proxy card available to you on the Internet, or have delivered printed versions of this proxy statement and proxy card by mail if you have requested it.
When you vote by using the Internet or by signing and returning the proxy card you received by mail (or, if you hold shares through a bank or broker, voting instruction form), you appoint Crystal L. Gordon and Zachary Cotner (with full power of substitution) as your representatives at the Annual Meeting. They will vote your shares at the Annual Meeting as you have instructed or, if an issue that is not on the proxy card properly comes up for vote, in accordance with their best judgment. This way, your shares will be voted whether or not you attend the Annual Meeting. Even if you plan to attend the Annual Meeting, we encourage you to vote in advance either by using the Internet or by signing and returning your proxy card by mail.
Why did I receive a Notice of Internet Availability of Proxy Materials (“Notice”) in the mail instead of a printed set of proxy materials?
Pursuant to rules adopted by the Securities and Exchange Commission, we are permitted to furnish our proxy materials over the Internet to our stockholders by delivering a Notice in the mail. If you received a Notice by mail, you will not receive a printed copy of the proxy materials in the mail. Instead, the Notice instructs you on how to access and review the proxy statement and annual report over the Internet at www.proxydocs.com/GOGO. The Notice also instructs you on how you may submit your proxy over the Internet. If you received a Notice by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting these materials contained in the Notice.
Stockholders who receive a printed set of proxy materials will not receive the Notice but may still access our proxy materials and submit their proxies over the Internet at www.proxydocs.com/GOGO.
Who is entitled to vote at the Annual Meeting?
Holders of our common stock at the close of business on April 6, 2026 are entitled to vote. April 6, 2026 is referred to as the “record date.” A list of stockholders entitled to vote at the meeting will be available on the day of the Annual Meeting and for ten days before the meeting, in each case at the Gogo Inc. corporate headquarters located at 105 Edgeview Dr., Suite 300, Broomfield, CO 80021.
How many votes is each share of common stock entitled to?
Holders of common stock are entitled to one vote per share. On the record date, there were 135,238,523 shares of our common stock outstanding and entitled to vote.
How do I vote on the proposals before the Annual Meeting?
Stockholders of record may vote by using the Internet, telephone or by mail as described below.
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If you hold shares through a bank or broker, please refer to your voting instruction form or other information forwarded by your bank or broker to see which voting options are available to you. Additionally, to be able to vote in person at the Annual Meeting, you must obtain a proxy, executed in your favor, from the holder of record.
How do I change or revoke my proxy?
You may revoke your proxy and change your vote at any time before the polls close at 11:59 p.m. Eastern Time on May 27, 2026. You may do this by:
If you hold shares through a bank or broker, please refer to your voting instruction form or other information forwarded by your bank or broker to see how you can revoke your proxy and change your vote. Attendance at the Annual Meeting will not by itself revoke a proxy.
How many votes do you need to hold the Annual Meeting?
The presence, in person or by proxy, of the holders of record of a majority of the shares entitled to vote at the Annual Meeting will constitute a quorum. Stockholders who attend the Annual Meeting online will be deemed to be attendees for purposes of determining if a quorum has been met. If a quorum is present, we can hold the Annual Meeting and conduct business.
On what items am I voting?
You are being asked to vote on four items:
No cumulative voting rights are authorized, and dissenters’ rights are not applicable to these matters.
How does the Board recommend that I vote?
The Board recommends that you vote as follows:
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How may I vote in the election of directors, and how many votes must the nominees receive to be elected?
With respect to the election of directors, you may:
The Company’s Amended and Restated Bylaws (the “Bylaws”) provide for the election of directors by a plurality of the votes cast. This means that the three individuals nominated for election to the Board who receive the highest number of “FOR” votes (among votes properly cast in person or by proxy) will be elected. “WITHHOLD” votes will have no effect on the outcome of voting with respect to the election of directors. Additionally, if a director nominee receives a greater number of votes “withheld” from their election than votes “for” their election, the affected director will be required to promptly tender to the Board their resignation as director, for review and acceptance or rejection by the Board. For more information, see “Our Board of Directors and Corporate Governance—Plurality Voting for Directors and Director Resignation Policy.”
What happens if a nominee is unable to stand for election?
If a nominee is unable to stand for election, the Board may either:
If the Board designates a substitute nominee, shares represented by proxies voted for the nominee who is unable to stand for election will be voted for the substitute nominee as the proxy holders may determine.
How may I vote for the non-binding advisory vote approving 2025 executive compensation, and how many votes must this proposal receive to pass?
With respect to this proposal, you may:
In order to pass, the proposal must receive the affirmative vote of a majority of the votes entitled to vote on the subject matter of the proposal by the holders of common stock who are present in person or by proxy. In accordance with applicable law, this vote is “advisory,” meaning it will serve as a recommendation to our Board but will not be binding. However, our Compensation Committee will consider the outcome of the vote when making future compensation decisions for our executive officers. If you abstain from voting on the proposal, it will have the same effect as a vote against the proposal.
How may I vote for the Restated 2024 Plan, and how many votes must this proposal receive to pass?
With respect to this proposal, you may:
In order to pass, the proposal must receive the affirmative vote of a majority of the votes entitled to vote on the subject matter of the proposal by the holders of common stock who are present in person or by proxy. If you abstain from voting on the proposal, it will have the same effect as a vote against the proposal.
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How may I vote for the proposal to ratify the appointment of our independent registered public accounting firm, and how many votes must this proposal receive to pass?
With respect to this proposal, you may:
In order to pass, the proposal must receive the affirmative vote of a majority of the votes entitled to vote on the subject matter of the proposal by the holders of common stock who are present in person or by proxy. If you abstain from voting on the proposal, it will have the same effect as a vote against the proposal.
What happens if I sign and return my proxy card but do not provide voting instructions?
If you are a stockholder of record and return a signed card but do not provide voting instructions, your shares will be voted as follows:
Will my shares be voted if I do not vote by using the Internet, telephone or by signing and returning my proxy card?
If you are a stockholder of record and do not vote by using the Internet, telephone or by signing and returning your proxy card, then your shares will not be voted and will not count in deciding the matters presented for stockholder consideration at the Annual Meeting.
If your shares are held in street name through a bank or broker, your bank or broker may vote your shares under certain limited circumstances if you do not provide voting instructions before the Annual Meeting, in accordance with the stock exchange rules that govern the banks and brokers. These circumstances include voting your shares on “routine matters.” The only proposal that we believe to be a “routine matter” is ratification of the appointment of our independent registered public accountants, as described in this proxy statement. With respect to this proposal, therefore, if you do not vote your shares, your bank or broker may vote your shares on your behalf or leave your shares unvoted.
The election of directors, the non-binding advisory vote approving 2025 executive compensation and the approval of the Restated 2024 plan are not considered “routine matters” under the stock exchange rules relating to voting by banks and brokers. When a proposal is not a routine matter and the brokerage firm has not received voting instructions from the beneficial owner of the shares with respect to that proposal, the brokerage firm cannot vote the shares on that proposal. This is called a “broker non-vote.” Broker non-votes that are represented at the Annual Meeting will be counted for purposes of establishing a quorum, but not for determining the number of shares voted for or against the non-routine matter.
We encourage you to provide instructions to your bank or brokerage firm by voting your proxy. This action ensures your shares will be voted at the Annual Meeting in accordance with your wishes.
What is the vote required for each proposal to pass, and what is the effect of abstentions or withheld votes and uninstructed shares on the proposals?
The following table summarizes the Board’s recommendation on each proposal, the vote required for each proposal to pass and the effect of abstentions or withheld votes and uninstructed shares on each proposal.
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Proposal |
Item |
Board Voting |
Votes Required for Approval |
Abstentions/ |
Broker |
1. |
Election of the three directors named in this proxy statement |
FOR |
The three nominees who receive the highest number of FOR votes properly cast in person or by proxy and entitled to vote will be elected |
No effect |
No |
2. |
Non-binding advisory vote approving 2025 executive compensation |
FOR |
Majority of the voting power of the shares present in person or by proxy and entitled to vote on the subject matter of the proposal |
Count as votes AGAINST |
No |
3. |
Approval of the Restated 2024 Plan |
FOR |
Majority of the voting power of the shares present in person or by proxy and entitled to vote on the subject matter of the proposal |
Count as votes AGAINST |
No |
4. |
Ratification of independent registered public accounting firm |
FOR |
Majority of the voting power of the shares present in person or by proxy and entitled to vote on the subject matter of the proposal |
Count as votes AGAINST |
Yes |
What do I need to do to attend the Annual Meeting?
You will need to attend online at www.proxydocs.com/GOGO on May 28, 2026 at 9:00 a.m. Mountain Time. Only our stockholders and persons holding proxies from our stockholders may attend the Annual Meeting.
The Company welcomes all its stockholders to join and participate in the Annual Meeting. Whether or not you plan to attend, we urge you to vote and submit your proxy in advance of the Annual Meeting by one of the methods described in the proxy materials for the Annual Meeting.
Can I receive future proxy materials and Annual Reports electronically?
Yes. You may access this proxy statement and the Annual Report by accessing the website located at www.proxydocs.com/GOGO using the control number located on each proxy card. Instead of receiving future proxy materials in the mail, you can elect to receive an email that provides a link to our future annual reports and proxy materials on the Internet. Opting to receive your proxy materials electronically will save us the cost of producing and mailing documents to your home or business, will reduce the environmental impact of our Annual Meetings, and will give you an automatic link to the proxy voting site.
If you are a stockholder of record and wish to enroll in the electronic proxy delivery service for future meetings, you may do so by going to www.proxydocs.com/GOGO and following the prompts.
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APPENDIX A TO PROPOSAL 3
THE GOGO INC. AMENDED AND RESTATED 2024
OMNIBUS EQUITY INCENTIVE PLAN
The Gogo Inc. 2024 Omnibus Equity Incentive Plan (“2024 Plan”) was originally adopted by the Board and approved by the shareholders of the Company. The Board has approved this amendment and restatement of the 2024 Plan (as so amended and restated, the “Plan”) to, among other things, increase the aggregate number of shares of Stock available for issuance under the Plan, subject to approval by the shareholders of the Company. This amendment and restatement shall be effective upon the date on which it is approved by the shareholders of the Company in accordance with Section 14 hereof.
The purposes of the Gogo Inc. Amended and Restated 2024 Omnibus Equity Incentive Plan (the “Plan”) are to promote the interests of Gogo Inc. and its shareholders by (i) attracting and retaining executive personnel and other key employees and directors of outstanding ability; (ii) motivating executive personnel and other key employees and directors by means of performance-related incentives, to achieve longer-range performance goals; and (iii) enabling such individuals to participate in the long-term growth and financial success of Gogo Inc.
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in each case, provided that such event constitutes a “change in control” within the meaning of Section 409A of the Code.
Notwithstanding the foregoing, a “Change in Control” shall not be deemed to occur if the Company files for bankruptcy, liquidation or reorganization under the United States Bankruptcy Code or as a result of any restructuring that occurs as a result of any such proceeding.
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provided that such Participant provides the Company with written notice of his or her intent to terminate his or her employment for Good Reason within 60 days of such Participant becoming aware of any circumstances set forth above (with such notice indicating the specific termination provision above on which such Participant is relying and describing in reasonable detail the facts and circumstances claimed to provide a basis for termination of his or her employment under the indicated provision), that such Participant provides the Company with at least 30 days following receipt of such notice to remedy such circumstances and that the Company has not remedied such circumstances within such timeframe.
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provided, however, that on the grant date, the Committee may establish, in its sole discretion, a maximum amount per share which will be payable upon exercise of a Stock Appreciation Right.
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Generally. The Committee is authorized to make Awards of other types of equity-based or equity-related awards (“Stock-Based Awards”) not otherwise described by the terms of the Plan in such amounts and subject to such terms and conditions as the Committee shall determine. All Stock-Based Awards shall be evidenced by an Award Agreement. Such Stock-Based Awards may be granted as an inducement to enter the employ of the Company or any Subsidiary or in satisfaction of any obligation of the Company or any Subsidiary to an officer or other key employee, whether pursuant to this Plan or otherwise, that would otherwise have been payable in cash or in respect of any other obligation of the Company. Such Stock-Based Awards may entail the transfer of actual share of Stock, or payment in cash or otherwise of amounts based on the value of share of Stock and may include, without limitation, Awards designed to comply with or take advantage of the applicable local laws of jurisdictions other than the United States. The terms of any other Stock-Based Award need not be uniform in application to all (or any class of) Participants, and each other Stock-Based award granted to any Participant (whether or not at the same time) may have different terms.
Generally. Dividend Equivalents may be granted to Participants at such time or times as shall be determined by the Committee. Dividend Equivalents may be granted in tandem with other Awards other than Options or SARs, in addition to other Awards, or freestanding and unrelated to other Awards. The grant date of any Dividend Equivalents under the Plan will be the date on which the Dividend Equivalent is awarded by the Committee, or such other date as the Committee shall determine in its sole discretion. Dividend Equivalents shall be evidenced in writing, whether as part of the Award Agreement governing the terms of the Award, if any, to which such Dividend Equivalent relates, or pursuant to a separate Award Agreement with respect to freestanding Dividend Equivalents, in each case, containing such provisions not inconsistent with the Plan as the Committee shall determine, including customary representations, warranties and covenants with respect to securities law matters. Notwithstanding anything herein to the contrary, in no event will dividends or Dividend Equivalents be paid to a Participant with respect to an Award unless and until the date such Award becomes vested.
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The Plan shall be effective on the Adoption Date, subject to the occurrence of the Effective Date, and shall continue in effect, unless sooner terminated pursuant to this Section 14, until the tenth anniversary of the Effective Date. The Board or the Committee may at any time in its sole discretion, for any reason whatsoever, terminate or suspend the Plan, and from time to time, subject to obtaining any regulatory approval, including that of a stock exchange on which the Stock is then listed, if applicable, may amend or modify the Plan; provided that without the approval by a majority of the votes cast at a duly constituted meeting of shareholders of the Company, no amendment or modification to the Plan may (i) materially increase the benefits accruing to Participants under the Plan, (ii) except as otherwise expressly provided in Section 4(e), increase the number of shares of Stock subject to the Plan, (iii) modify the class of persons eligible for participation in the Plan, (iv) allow Options or Stock Appreciation Rights to be issued with an exercise price or reference price below Fair Market Value on the date of grant (v) extend the term of any Award granted under the Plan beyond its original expiry date or (vi) materially modify the Plan in any other way that would require shareholder approval under any regulatory requirement that the Committee determines to be applicable, including, without limitation, the rules of any exchange on which the Stock is then listed. Notwithstanding any provisions of the Plan to the contrary, neither the Board nor the Committee may, without the consent of the affected Participant, amend, modify or terminate the Plan in any manner that would adversely affect any Award theretofore granted under the Plan or result in the imposition of an additional tax, interest or penalty under Section 409A of the Code.
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P.O. BOX 8016, CARY, NC 27512-9903 Your vote matters! Have your ballot ready and please use one of the methods below for easy voting: Your control number Have the 12 digit control number located in the box above available when you access the website and follow the instructions. Gogo Inc. Annual Meeting of Stockholders For Stockholders of record as of April 6, 2026 Thursday, May 28, 2026 9:00 AM, Mountain Time Annual Meeting to be held live via the internet - please visit www.proxydocs.com/GOGO for more details Internet: www.proxypush.com/GOGO • Cast your vote online • Have your Proxy Card ready • Follow the simple instructions to record your vote Phone: 1-866-966-1388 • Use any touch-tone telephone • Have your Proxy Card ready • Follow the simple recorded instructions Mail: • Mark, sign and date your Proxy Card • Fold and return your Proxy Card in the postage-paid YOUR VOTE IS IMPORTANT! envelope provided PLEASE VOTE BY: 11:59 PM, Eastern Time, May 27, 2026. This proxy is being solicited on behalf of the Board of Directors The undersigned hereby appoints Crystal L. Gordon and Zachary Cotner (the "Named Proxies"), and each or either of them, as the true and lawful attorneys of the undersigned, with full power of substitution and revocation, and authorizes them, and each of them, to vote all the shares of capital stock of Gogo Inc. which the undersigned is entitled to vote at said meeting and any adjournment thereof upon the matters specified and upon such other matters as may be properly brought before the meeting or any adjournment thereof, conferring authority upon such true and lawful attorneys to vote in their discretion on such other matters as may properly come before the meeting and revoking any proxy heretofore given. THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, SHARES WILL BE VOTED IDENTICAL TO THE BOARD OF DIRECTORS RECOMMENDATION. This proxy, when properly executed, will be voted in the manner directed herein. In their discretion, the Named Proxies are authorized to vote upon such other matters that may properly come before the meeting or any adjournment or postponement thereof. You are encouraged to specify your choice by marking the appropriate box (SEE REVERSE SIDE) but you need not mark any box if you wish to vote in accordance with the Board of Directors’ recommendation. The Named Proxies cannot vote your shares unless you sign (on the reverse side) and return this card. PLEASE BE SURE TO SIGN AND DATE THIS PROXY CARD AND MARK ON THE REVERSE SIDE Copyright © 2026 BetaNXT, Inc. or its affiliates. All Rights Reserved
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Gogo Inc. Annual Meeting of Stockholders Please make your marks like this: THE BOARD OF DIRECTORS RECOMMENDS A VOTE: FOR ON PROPOSALS 1, 2, 3 AND 4 PROPOSAL YOUR VOTE 1. Election of the three directors named in this proxy statement 1.01 Hugh W. Jones 1.02 Oakleigh Thorne 1.03 Charles C. Townsend 2. Advisory vote approving executive compensation 3. Approval of the Amended and Restated 2024 Omnibus Equity Incentive Plan 4. Ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the 2026 fiscal year 5. Transaction of any other business that may properly be brought before the Annual Meeting. FOR WITHHOLD FOR AGAINST ABSTAIN BOARD OF DIRECTORS RECOMMENDS FOR FOR FOR FOR FOR FOR You must register to attend the meeting online and/or participate at www.proxydocs.com/GOGO Authorized Signatures - Must be completed for your instructions to be executed. Please sign exactly as your name(s) appears on your account. If held in joint tenancy, all persons should sign. Trustees, administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing the Proxy/Vote Form. Signature (and Title if applicable) Date Signature (if held jointly) Date