VIRGIN GALACTIC HOLDINGS, INC, DEF 14A filed on 4/15/2025
Proxy Statement (definitive)
v3.25.1
Cover
 12 Months Ended
Dec. 31, 2024
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name Virgin Galactic Holdings, Inc
Entity Central Index Key 0001706946
v3.25.1
Pay vs Performance Disclosure - USD ($)
 5 Months Ended 7 Months Ended 12 Months Ended
Dec. 31, 2020
Jul. 19, 2020
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Pay vs Performance Disclosure              
Pay vs Performance Disclosure, Table    
Pay Versus Performance
The following provides information about the relationship between executive compensation actually paid and certain financial performance measures of the Company, as determined in accordance with SEC rules. The following tables set forth information regarding compensation for our principal executive officers (“PEOs”) and average compensation related to our Non-PEO NEOs versus our Company performance for 2024, 2023, 2022, 2021 and 2020.
Summary
Compensation
Table Total for
Current
PEO(1)(2)
Summary
Compensation
Table Total
for Former
PEO(1)(2)
Compensation
Actually Paid
to Current
PEO(3)
Compensation
Actually Paid
to Former
PEO(3)
Average
Summary
Compensation
Table Total
for Non-PEO
NEOs(4)
Average
Compensation
Actually Paid
to Non-PEO
NEOs(5)
Value of Initial Fixed $100
Investment Based On:
Net
Income(8)
Year
End
Stock
Price(9)
Fiscal
Year
Total
Stockholder
Return(6)
Peer Group
Total
Stockholder
Return(7)
2024$5,638,706 – $(124,153)– $2,056,387 $375,879 $3 $46 $(346,740)$5.88 
2023$7,734,016 – $3,865,105 – $2,065,458 $1,212,883 $21 $45 $(502,337)$49.00 
2022$10,781,868 – $(1,438,803)– $3,047,989 $535,128 $30 $45 $(500,152)$69.60 
2021$7,405,794 – $461,818 – $2,839,648 $(1,535,598)$116 $120 $(352,899)$267.60 
2020$22,055,600 $14,679,129 $21,187,059 $20,884,791 $6,925,868 $7,172,507 $205 $195 $(644,887)$474.60 
        
Company Selected Measure Name     Year-End Stock Price        
Named Executive Officers, Footnote    
(1)For 2020, Michael Colglazier (Current PEO) and George Whitesides (Former PEO) each served as principal executive officer (“PEO”) for a portion of the year, Mr. Whitesides from January 1, 2020 to July 19, 2020, and Mr. Colglazier from July 20, 2020 to December 31, 2020. For 2021 and after, Michael Colglazier served as the sole PEO of the Company.
        
Peer Group Issuers, Footnote    
(7)Represents weighted peer group cumulative TSR of the compensation peer group for the applicable year, as further described in this footnote (the “Compensation Peer Group,” weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. Our Compensation Peer Group for 2024 was comprised of the following companies:
•Archer Aviation Inc.
•Curtiss-Wright Corporation
•Fisker Inc.
•Joby Aviation, Inc.
•Kratos Defense & Security Solutions, Inc.
•Lucid Group, Inc.
•Lyft, Inc.
•Mercury Systems, Inc.
•Moog Inc.
•Nikola Corporation
•Peloton Interactive, Inc.
•Sonos, Inc.
•Sunrun Inc.
•Vail Resorts, Inc.
•Wheels Up Experience Inc.
Our Compensation Peer Group for 2023 was comprised of the following companies:
•Aerojet Rocketdyne Holdings, Inc.
•Curtiss-Wright Corporation
•Fisker Inc.
•Hyliion Holdings
•Joby Aviation, Inc.
•Kratos Defense & Security Solutions, Inc.
•Lordstown Motors Corp.
•Lyft, Inc.
•Maxar Technologies Inc.
•Mercury Systems, Inc.
•Moog Inc.
•Nikola Corporation
•Peloton Interactive, Inc.
•Sunrun Inc.
•Vail Resorts, Inc.
•Velodyne Lidar, Inc.
•Wynn Resorts, Limited
Our Compensation Peer Group for 2022 and 2021 was comprised of the following companies:
•Aerojet Rocketdyne Holdings, Inc.
•Brunswick Corporation
•Curtiss-Wright Corporation
•DraftKings Inc.
•Fisker Inc.
•Hyliion Holdings
•Kratos Defense & Security Solutions, Inc.
•Lordstown Motors Corp.
•Lyft, Inc.
•Maxar Technologies Inc.
•Mercury Systems, Inc.
•Moog Inc.
•Nikola Corporation
•Peloton Interactive, Inc.
•Sunrun Inc.
•Vail Resorts, Inc.
•Velodyne Lidar, Inc.
•Wynn Resorts, Limited
Our Compensation Peer Group for 2020 was comprised of the following companies:
•Aerojet Rocketdyne Holdings, Inc.
•AeroVironment, Inc.
•Appfolio, Inc.
•Axon Enterprise, Inc.
•Cloudera, Inc.
•Cognex Corporation
•Coherent, Inc.
•Cubic Corporation
•Emergent Biosolutions, Inc.
•FireEye, Inc.
•FLIR Systems, Inc.
•HEICO Corporation
•II-VI Incorporated
•Kratos Defense & Security Solutions, Inc.
•Mercury Systems, Inc.
•National Instruments Corp.
•Proofpoint, Inc.
•PROS Holdings, Inc.
•PTC Therapeutics, Inc.
•Rogers Corporation
        
PEO Total Compensation Amount     $ 5,638,706        
PEO Actually Paid Compensation Amount     $ (124,153)        
Adjustment To PEO Compensation, Footnote    
(2)The dollar amounts reported in this column are the amounts of total compensation reported for the Company’s PEOs for each corresponding year in the “Total” column of the Summary Compensation Table for the applicable fiscal year.
(3)The dollar amounts reported in this column represent the amount of “compensation actually paid” to the Company’s PEO for the applicable fiscal year, as computed in accordance with Item 402(v) of Regulation S-K. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the applicable PEO’s total compensation reported in the Summary Compensation Table for the applicable fiscal year to determine the compensation actually paid:
YearName of PEOReported Summary
Compensation Table
Total for PEO
[Less] Reported
Value of Equity
Awards(a)
[Plus] Equity
Award
Adjustments(b)
[Equals]
Compensation
Actually Paid
to PEO(c)
2024Michael Colglazier$5,638,706 $2,931,004 $(2,831,855)$(124,153)
(a)The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for 2024.
(b)The amounts deducted or added in calculating the equity award adjustments are set forth in the tables below. The fair values of unvested and outstanding equity awards to our NEOs were remeasured as of the end of each fiscal year, and as of each vesting date, during the 2020, 2021, 2022, 2023 and 2024 fiscal years. Fair values as of each measurement date were determined using valuation assumptions and methodologies (including volatility, dividend yield, and risk-free interest rates) that are generally consistent with those used to estimate fair value at grant in accordance with ASC Topic 718. For stock options, the grant-date fair values were estimated using Black-Scholes. For market-based restricted stock units, fair values were estimated using a Monte Carlo simulation model, using assumptions that are consistent with those used at grant. For other performance-based awards, the fair values reflect the probable outcome of the performance vesting conditions as of each measurement date.
(c)No other adjustments were required to be made in calculating compensation actually paid.
YearName of PEO[Plus]
Fair Value at
Fiscal Year-End of
Outstanding and
Unvested Option
Awards and Stock
Awards Granted
in Fiscal Year		[Plus]
Change in
Fair Value of
Outstanding and
Unvested Option
Awards and Stock
Awards Granted in
Prior Fiscal Years		[Plus]
Fair Value at
Vesting of Option
Awards and Stock
Awards Granted
in Fiscal Year that
Vested During
Fiscal Year		[Plus]
Change in Fair
Value as of
Vesting Date of
Option Awards
and Stock Awards
Granted in Prior
Fiscal Years for
Which Applicable
Vesting Conditions
Were Satisfied
During Fiscal Year		[Less]
Fair Value as
of Prior Fiscal
Year-End of
Option Awards
and Stock Awards
Granted in Prior
Fiscal Years that
Failed to Meet
Applicable Vesting
Conditions During
Fiscal Year		Total
Equity Award
Adjustments
2024Michael Colglazier$506,891 $(2,463,195)$0 $(875,551)$0 $(2,831,855)
        
Non-PEO NEO Average Total Compensation Amount     $ 2,056,387 $ 2,065,458 $ 3,047,989 $ 2,839,648 $ 6,925,868
Non-PEO NEO Average Compensation Actually Paid Amount     $ 375,879 1,212,883 535,128 (1,535,598) 7,172,507
Adjustment to Non-PEO NEO Compensation Footnote    
(4)The dollar amounts reported in this column represent the average of the amounts reported for our NEOs (excluding persons serving as PEOs) (collectively, the “Non-PEO NEOs”) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the non-PEO NEOs (included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2023 and 2024, Doug Ahrens, Aparna Chitale, Sarah Kim, and Alistair Burns; (ii) for 2022, Doug Ahrens, Aparna Chitale, Sarah Kim, Alistair Burns, Swami Iyer, and Michael Moses; (iii) for 2021, Doug Ahrens, Michelle Kley, Michael Moses, Swami Iyer, and Jonathan Campagna; and (iv) for 2020, Jonathan Campagna, Michael Moses, Michelle Kley, and Enrico Palermo.
(5)The dollar amounts reported in this column represent the average “compensation actually paid” to the non-PEO NEOs for the applicable fiscal year, as computed in accordance with Item 402(v) of Regulation S-K. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the average total compensation for the non-PEO NEOs reported in the Summary Compensation Table for the applicable fiscal year, as follows:
YearAverage
Reported
Summary
Compensation
Table Total for
Non-PEO NEOs
[Less]
Reported Value
of Equity Awards(a)
[Plus]
Equity Award
Adjustments(b)
[Equals]
Average
Compensation
Actually Paid to
Non-PEO NEOs
2024$2,056,387 $1,164,895 $(515,613)$375,879 
(a)The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year.
(b)The amounts deducted or added in calculating the total average equity award adjustments are as follows:
Year[Plus]
Fair Value at
Fiscal Year-End of
Outstanding and
Unvested Option
Awards and
Stock Awards
Granted in Fiscal
Year		[Plus]
Change in
Fair Value of
Outstanding and
Unvested Option
Awards and
Stock Awards
Granted in Prior
Fiscal Years		[Plus]
Fair Value at
Vesting of Option
Awards and Stock
Awards Granted
in Fiscal Year that
Vested During
Fiscal Year		[Plus]
Change in Fair
Value as of Vesting
Date of Option
Awards and Stock
Awards Granted in
Prior Fiscal Years for
Which Applicable
Vesting Conditions
Were Satisfied
During Fiscal Year		[Less]
Fair Value as of
Prior Fiscal Year-End
of Option Awards
and Stock Awards
Granted in Prior
Fiscal Years that
Failed to Meet
Applicable Vesting
Conditions During
Fiscal Year		Total
Equity Award
Adjustments
2024$178,995 $(477,952)$0 $(177,909)$(38,747)$(515,613)
        
Compensation Actually Paid vs. Total Shareholder Return    
Description of Relationship Between NEO Compensation Actually Paid and TSR Performance
The Pay versus Performance Table demonstrates the link between Compensation Actually Paid (“CAP”) and Company performance. As demonstrated by the following graph, the CAP to our PEOs and the average amount of CAP to our other NEOs as a group during the periods presented were aligned with our cumulative TSR over the period presented. CAP generally decreases when our TSR decreases. TSR amounts reported in the graph assume an initial fixed investment of $100, and that all dividends, if any, were reinvested.
COMPENSATION ACTUALLY PAID VERSUS TSR
6137
        
Compensation Actually Paid vs. Net Income    
Description of Relationship Between NEO Compensation Actually Paid and Net Income
The graph below shows the relationship between the CAP to our PEOs and the average amount of CAP to our other NEOs as a group during the periods presented with the Company’s net income over the periods presented. As a limited-revenue company, our net income is negative for the periods presented.
COMPENSATION ACTUALLY PAID VERSUS NET INCOME (IN $MILLIONS)
6522
        
Compensation Actually Paid vs. Company Selected Measure    
Description of Compensation Actually Paid and Year-End Stock Price
Year-end stock price is the company-selected measure because stock price (hurdles) is the metric currently used in our PSU program. The graph below shows the relationship between CAP paid to our PEOs and the average amount of CAP to our other NEOs as a group during the periods presented with our year-end stock price in each of the periods presented (adjusted to reflect the Reverse Stock Split). CAP is aligned with our year-end stock price over the periods presented. CAP generally decreases when our stock price decreases.
COMPENSATION ACTUALLY PAID VERSUS YEAR END STOCK PRICE
7076
        
Total Shareholder Return Vs Peer Group    
Description of Relationship Between NEO Compensation Actually Paid and TSR Performance
The Pay versus Performance Table demonstrates the link between Compensation Actually Paid (“CAP”) and Company performance. As demonstrated by the following graph, the CAP to our PEOs and the average amount of CAP to our other NEOs as a group during the periods presented were aligned with our cumulative TSR over the period presented. CAP generally decreases when our TSR decreases. TSR amounts reported in the graph assume an initial fixed investment of $100, and that all dividends, if any, were reinvested.
COMPENSATION ACTUALLY PAID VERSUS TSR
6137
        
Tabular List, Table    
The following table presents the financial performance measures that the Company considers to have been the most important in linking Compensation Actually Paid to our PEO and other NEOs in fiscal 2024 to Company performance. The measures in this table are not ranked.
Most Important Performance Measures:
Year-End Stock Price
Annual Spending
Free Cash Flow
        
Total Shareholder Return Amount     $ 3 21 30 116 205
Peer Group Total Shareholder Return Amount     46 45 45 120 195
Net Income (Loss)     $ (346,740) $ (502,337) $ (500,152) $ (352,899) $ (644,887)
Company Selected Measure Amount     5.88 49.00 69.60 267.60 474.60
Additional 402(v) Disclosure     Represents cumulative Total Stockholder Return (“TSR”) of our common stock for the periods presented.The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year (in thousands).(9)The PSUs granted to our NEOs in 2023 are eligible to vest based on the achievement of stock price goals measured based on the average of our stock price over a 20-trading-day trailing average during a three-year performance period. As such, Year-End Stock Price is the most important financial performance measure used by the Company to link compensation actually paid to our NEOs for the fiscal years ended December 31, 2024 to our performance. The Year-End Stock Prices for 2020-2023 have been adjusted to reflect the Reverse Stock Split.        
Measure:: 1              
Pay vs Performance Disclosure              
Name     Year-End Stock Price        
Measure:: 2              
Pay vs Performance Disclosure              
Name     Annual Spending        
Measure:: 3              
Pay vs Performance Disclosure              
Name     Free Cash Flow        
P E O 1 [Member]              
Pay vs Performance Disclosure              
PEO Total Compensation Amount     $ 5,638,706 $ 7,734,016 $ 10,781,868 $ 7,405,794 $ 22,055,600
PEO Actually Paid Compensation Amount     $ (124,153) $ 3,865,105 $ (1,438,803) $ 461,818 21,187,059
PEO Name Michael Colglazier   Michael Colglazier Michael Colglazier Michael Colglazier Michael Colglazier  
P E O 2 [Member]              
Pay vs Performance Disclosure              
PEO Total Compensation Amount     $ 0 $ 0 $ 0 $ 0 14,679,129
PEO Actually Paid Compensation Amount     0 $ 0 $ 0 $ 0 $ 20,884,791
PEO Name   George Whitesides          
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     (2,931,004)        
PEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     (2,831,855)        
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     506,891        
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     (2,463,195)        
PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     0        
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     (875,551)        
PEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     0        
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     (1,164,895)        
Non-PEO NEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     (515,613)        
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     178,995        
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     (477,952)        
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     0        
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     (177,909)        
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     $ (38,747)        
v3.25.1
Insider Trading Policies and Procedures
 12 Months Ended
Dec. 31, 2024
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true