Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 29, 2021, the board of directors (the “Board”) of BlackSky Technology Inc. (the “Company”) approved an increase in the number of authorized directors from six to seven and elected Susan M. (Sue) Gordon as a Class II member of the Board to fill the vacancy. Ms. Gordon will serve as an independent director, as determined by the Board, and serve on the Company’s Nominating and Corporate Governance Committee. Her term will expire at the 2023 annual meeting of stockholders.
Sue Gordon, age 63, is a highly respected intelligence professional, visionary leader, and trusted strategic advisor on a broad spectrum of complex issues, including cybersecurity, emerging and disruptive technologies, artificial intelligence, and information operations. Ms. Gordon is the former principal deputy director of national intelligence, the nation’s highest-ranking career intelligence officer. In that capacity, Ms. Gordon managed the operations of the intelligence community and was a key advisor to the President and National Security Council. Prior to her role as principal deputy director of national intelligence, Ms. Gordon served as deputy director of the National Geospatial-Intelligence Agency (NGA). In this position, she provided leadership to the agency and managed the National System of Geospatial Intelligence. Prior to the NGA, she served 27 years at the Central Intelligence Agency (CIA). At the CIA, Ms. Gordon rose to senior executive positions in each of the Agency’s four directorates: operations, analysis, science and technology, and support. Over the course of her career, Ms. Gordon led the establishment of In-Q-Tel, the CIA’s venture arm, and ultimately became the Director’s senior advisor on cyber issues.
Ms. Gordon is currently a consultant and advisor on technology and global risk with GordonVentures LLC. Among other endeavors, she is a member of the Board of CACI, Avantus Federal, and National Intelligence University Foundation. She also serves on several technology advisory boards and consults with Microsoft Corporation. Ms. Gordon is a fellow at Duke and Harvard Universities and she continues to support Defense Department and Intelligence Community study activities. She holds a Bachelor of Science degree in zoology (biomechanics) from Duke University.
Ms. Gordon is eligible to receive compensation as outlined in the Company’s outside director compensation policy (the “Policy”), which is attached to the Company’s 8-K filing (Exhibit 10.13) dated September 15, 2021. Under the Policy, the Company’s outside directors are eligible to receive an annual cash retainer based on their general service on the Board and no additional cash retainers for participation or serving as chairperson of Board committees.
The Company’s outside directors are also eligible to receive equity awards under the Company’s 2021 equity incentive plan (the “Plan”). Therefore, under the Policy, Ms. Gordon will be awarded an initial grant of restricted stock units having a value, as defined under the Policy, of $300,000 at the time of grant under the Plan. This award will vest in approximately equal installments annually over a three-year period, subject to continued service through each vesting date. As an outside director, Ms. Gordon is also eligible to receive an annual grant of restricted stock or restricted stock units having a value, as defined under the Policy, of $150,000 at the time of grant, provided the non-employee director has served on the Company’s Board of Directors for at least the preceding six months. This annual award will vest as to 100% of the shares on the earlier of one-year anniversary of the date of grant or upon the next annual meeting. The Board has discretion to accelerate or modify such vesting schedule. Finally, the Company reimburses its outside directors for all reasonable out-of-pocket expenses incurred in the performance of their duties as directors.
In connection with her election, Ms. Gordon entered into the Company’s standard indemnification agreement for directors and officers.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
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Exhibit
No. | | Description |
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| 99.1 | | Press Release |
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| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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