| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Director Appointments
On April 21, 2023, upon the recommendation of the Nominating and Corporate Governance Committee, and pursuant to the By-Laws, as amended, of Virgin Galactic Holdings, Inc. (the “Company”), the Company’s Board of Directors (the “Board”) increased the size of the Board to 11 directors and elected Raymond E. Mabus, Jr. and Diana S. Strandberg as directors to fill the vacancies on the Board. With the election of Mr. Mabus and Ms. Strandberg, the Board now consists of 11 directors. At the Company’s 2023 annual meeting of shareholders (the “Annual Meeting”), Mr. Mabus and Ms. Strandberg will each stand for re-election for a full one-year term along with the other designated directors.
Also, as of April 21, 2023, Evan Lovell was appointed to serve as Chair of the Company’s Board (after serving as Interim Chair since February 2022), and Mr. Mabus was appointed to serve as the Company’s Lead Independent Director. Mr. Mabus was appointed to serve as chair of the Nominating and Corporate Governance Committee, and Ms. Strandberg was appointed to serve on each of the Audit Committee and Compensation Committees, with each such appointment effective as of May 22, 2023. Each director may in the future be appointed to other committees of the Board.
Mr. Mabus, 74, served as the 75th United States Secretary of the Navy from 2009 to 2017. Mr. Mabus was the United States Ambassador to the Kingdom of Saudi Arabia from 1994 to 1996, the 60th Governor of Mississippi from 1988 to 1992, and Auditor of the State of Mississippi from 1984 to 1988. Mr. Mabus is currently CEO of The Mabus Group, a consulting company which he founded in 2017, and Vice Chair of InStride, a public benefit company. Mr. Mabus has served on the board of Hilton Worldwide Holdings, Inc. since 2017. Mr. Mabus also serves on the board of World Central Kitchen and the Environmental Defense Fund. Mr. Mabus served as chairman of Kadem Sustainable Impact Corp. from 2017 to March 2023. Mr. Mabus served as a director of Dana Incorporated until April 2022. Mr. Mabus previously served as Chairman of Foamex International from 2003 to 2007 and as Chief Executive Officer from 2006 to 2007. Mr. Mabus holds a Bachelor of Arts degree in English & Political Science from the University of Mississippi, Oxford, a Master of Arts degree in Political Science from Johns Hopkins University, and a Juris Doctor degree from Harvard Law School.
Ms. Strandberg, 63, retired at year-end 2022 from Dodge & Cox, a privately owned investment manager serving individuals and institutions globally, where she held several positions since joining in 1988, including most recently serving as Senior Vice President & Director, International Equity and as an Executive Board Member, both from 2011 to 2022. Previously, Ms. Strandberg was an Equity Research Analyst at First Boston Corporation. Ms. Strandberg serves on the Advisory Board of the Smithsonian Institution, on the board of the UC Berkeley Endowment Management Company, and on the National Board of Summer Search, a youth mentoring organization. Ms. Strandberg holds a Bachelor of Arts degree in Economics from the University of California, Berkeley, and a Master of Business Administration degree from Harvard Business School.
