AST SpaceMobile, Inc. (ASTS): CFO Andrew M. Johnson compensation terms

Events in this filing

Item 5.02 as filed

Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On
October 14, 2026, AST SpaceMobile, Inc. (the “Company”) and its subsidiary AST & Science, LLC entered into an executive
employment agreement (the “Employment Agreement”) with Andrew M. Johnson, the Company’s Executive Vice President, Chief
Financial Officer and Chief Legal Officer. The Employment Agreement supersedes Mr. Johnson’s prior employment agreement with the
Company.
The
Employment Agreement has an initial term of three years beginning on October 14, 2026 and renews automatically for successive one-year
terms unless either party gives at least 30 days’ notice of non-renewal. Mr. Johnson is entitled to an annual base salary of not
less than $250,000, subject to annual review by the Compensation Committee of the Board of Directors (the “Compensation Committee”),
and is eligible for an annual performance bonus as determined by the Board of Directors (or a committee thereof) in its sole discretion.
Mr. Johnson is also eligible to receive time-based and performance-based restricted stock unit awards under the AST SpaceMobile, Inc.
2024 Incentive Award Plan, as amended and restated, on terms determined by the Compensation Committee, and to participate in the Company’s
benefit plans available to senior executives.
If
Mr. Johnson’s employment is terminated by the Company without Cause, by Mr. Johnson for Good Reason (each as defined in the Employment
Agreement) or as a result of the Company’s non-renewal of the term, Mr. Johnson will be entitled, subject to execution of a release
of claims and continued compliance with his restrictive covenants, to: (i) continued payment of base salary for 12 months, (ii) any annual
bonus earned for the year of termination, as determined by the Board of Directors (or a committee thereof) in its sole discretion, (iii)
Company-subsidized COBRA continuation coverage for up to 12 months and (iv) accelerated vesting of restricted stock units that are scheduled
to vest during the 12 months following termination (including performance-based restricted stock units for which performance has been
certified).
Mr.
Johnson remains bound by a previously executed Confidentiality, Invention Assignment and Non-Competition Agreement containing confidentiality,
invention assignment and non-competition covenants. Mr. Johnson is also an “Eligible Employee” under the Company’s
Senior Management Change of Control Severance Policy, which provides severance benefits upon certain terminations of employment in connection
with a change of control.