Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
April 29, 2022, AST SpaceMobile, Inc. (the “Company”) announced that its Board of Directors will appoint Sean Wallace as
Executive Vice President and Chief Financial Officer of the Company, replacing Thomas Severson, effective May 10, 2022 (the “Effective
Date”). On April 28, 2022, Mr. Severson retired from the role of Chief Financial Officer, Chief Operating Officer, and director
of the Company. There were no disagreements with the Company on any matters relating to the Company’s operations, policies or practices.
In connection with his retirement, the Company extended the right to exercise the vested portion of the options to purchase incentive
equity units under the AST & Science, LLC 2019 Equity Incentive Plan held by Mr. Severson until April 28, 2023.
Mr.
Wallace, 60, is an experienced business leader with over 35 years of finance, banking and management experience. Prior to this appointment,
Mr. Wallace served since May 2020 as the Chief Financial Officer and Treasurer of Cogent Communications, Inc., a publicly traded company
that is one of the world’s largest commercial internet service providers. Prior to joining Cogent, Mr. Wallace was an investor
and operator of industrial real estate projects from 2015 to 2020. He has also held senior management and banking positions at Standard
Chartered where he was the Global Head of their origination and coverage business and at JP Morgan where he was their Co-Head of Investment
Banking, Asia Pacific and the leader of their North American Telecom Banking operations. Mr. Wallace’s experience as a banker has
provided him with expertise in a broad set of financing products including debt, equity and project finance executed primarily for telecommunications
companies. Mr. Wallace received an AB from Harvard College and an MBA from Harvard Business School.
Other
than with respect to the compensation matters described herein, there are no arrangements or understandings between Mr. Wallace and any
other persons pursuant to which Mr. Wallace was appointed as the Company’s Executive Vice President & Chief Financial Officer.
There also are no family relationships between Mr. Wallace and any director or executive officer of the Company and Mr. Wallace has no
direct or indirect interest in any transaction or proposed transaction required to be disclosed pursuant to Item 404(a) of Regulation
S-K.
Mr.
Wallace’s Employment Agreement
The
Company entered into an employment agreement by and among the Company, AST & Science, LLC, a subsidiary of the Company, and Mr. Wallace
relating to Mr. Wallace’s service as Executive Vice President and Chief Financial Officer (the “Employment Agreement”).
Pursuant
to the Employment Agreement, Mr. Wallace will receive an annual base salary of $250,000 and is eligible to participate in the Company’s
customary health, welfare and fringe benefit plans.
Following
his start date, Mr. Wallace will be granted restricted stock units (the “Equity Award”), 400,000 of which will vest 25% on
each anniversary of his start date and 300,000 of which will vest based on the attainment of two specified capital raising performance
targets (the “Performance-Based Portion of the Equity Award”), in all cases subject to Mr. Wallace’s continued service
with the Company through the applicable vesting date. Half of each portion of the Performance-Based Portion of the Equity Award will
vest upon the attainment of the specified performance targets and the remaining half of each such Performance-Based Portion will vest
on the first anniversaries of the attainment of the specified performance targets.
In
the event of a Qualifying Termination (as defined in the Employment Agreement), and subject to a release of claims, Mr. Wallace is entitled
to (i) a severance payment equal to 75% of his base salary, (ii) continued coverage for up to nine months under the Company’s group
health plans at the same levels and the same cost to Mr. Wallace as would have applied if his employment had not terminated and (iii)
acceleration of any unvested portion of the time-based vesting restricted stock units equal to (A) in the event a Qualifying Termination
occurs on or prior to the one-year anniversary of his start date, 100,000 restricted stock units, and (B) in the event a Qualifying Termination
occurs after the one-year anniversary of the start date, (x) (1) the number of days during the period commencing on the last vesting
date prior to the date of termination and ending on the nine-month anniversary of the date of termination, (2) divided by 365, and multiplied
by (y) 100,000. In addition, any portion of the Performance-Based Portion of the Equity Award as to which the specified performance target
has been satisfied as of, or within 120 days following, the date of termination, will vest on the later of the effective date of the
release or the attainment of the applicable performance target within such 120 day period. For purposes of the Equity Award, the termination
of Mr. Wallace’s employment due to death or Disability (as defined in the Employment Agreement) will be treated as a Qualifying
Termination.
Mr.
Wallace also entered into the Company’s form Nondisclosure, Confidentiality, Assignment and Noncompetition Agreement containing
certain restrictive covenants, including non-compete and non-solicitation restrictions for a period of one year following a termination
or cessation of employment for any reason.
The
foregoing summary of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the Employment
Agreement, which is filed as Exhibit 10.1 and is incorporated herein by reference.