A quick look at Astra's CEO compensation & Top Astra milestones over the next 5 years

This is a follow up article to Can it get any worse? New space economy SPAC companies performance over last 52 weeks (as of June 30, 2022).

Introduction

Looking at how a company’s CEO is compensated provides insight into how the Board of Directors are motivating the team to deliver the critical milestones necessary to ensuring the business strategy is aggressively executed. It can also provide insight into what milestones are considered critical relative to the published business strategy.

This article provides a high-level overview of the Astra CEO compensation based upon Astra SEC filed documents. For details on the company’s compensation strategy please see the referenced Astra SEC filed documents.

This article also provides insight into the Board of Directors’ view of the top Astra milestones over the period 2021 to 2026, which are associated with the compensation strategy.

Astra CEO Employment Agreement

September 1, 2020 Employment Agreement

February 1, 2021 Employment Agreement

Astra CEO base salary increased to $600,000.

September 1, 2021 Employment Agreement Amendment

Astra CEO Compensation 2020 and 2021

2020

Astra CEO compensation for the year ended December 31, 2020 was $23,829,469, with compensation component details in the following table.

2021

Astra’s general compensation strategy for Named Executive Officers (NEO) is described in the following table.

Astra CEO compensation for the year ended December 31, 2021 was $43,973,671, with compensation component details in the following table.

The RSU, SSO and PSO awards assigned are broken out in the following table.

NOTE: No additional PSO grants are planned to be issued until after November 15, 2026. Additional SSO grants may be issued at the discretion of the Board of Directors. Any new SSO grants will have a strike price matched to the stock price on the date of grant issue.

Top Astra milestones 2021 to 2026

The PSO granted to the Astra CEO will vest based upon the achievement of milestones, and stock trading price, established by the Board of Directors:

The Company has had a Successful Orbital Delivery ACHIEVED
The Company has had six (6) Orbital Launches during a six (6) consecutive month period.
The Company has completed a prototype for a Spacecraft that has achieved an Orbital Launch.
The Company has conducted twenty-six (26) Orbital Launches during a six (6) consecutive month period.
The Company has achieved an Orbital Launch for an aggregate of 100 Spacecraft.

The milestones do not need to be achieved in any specific order or sequence. After a milestone is achieved, twenty percent (20%) of the PSO grant will vest on the vesting date immediately following the date that the volume weighted average share price for a period of thirty trading days has met the share price threshold. For this purpose, a “vesting date” is the February 15, May 15, August 15 or November 15 immediately following the date the share price threshold is achieved and the “share price threshold” is (i) $15.00 following the achievement of the first milestone; (b) $20.00 following the achievement of the second milestone; (c) $30.00 following the achievement of the third milestone; (d) $40.00 following the achievement of the fourth milestone, and (e) $50.00 following the achievement of the fifth milestone. No portion of the PSO grant will vest until November 15, 2022, and no unvested portion of the PSO grant will vest after November 15, 2026, meaning the unvested portion of the PSO grant will expire at that date.

Top Astra milestones?

Out of all of the above, the big item that really jumps out is that none of the performance-based milestones laid out above are tied to the achievement of Astra’s 2021 critical business and financial objectives (such as achieving cash flow positive by 2024) contained in the original investor presentation as shown below.

Astra investor presentation, February 2, 2021

The other item that jumps out is that all the PSO and SSO stock options issued in 2021 are deep underwater. Those stock options all have a strike price of $9.04 and the market price of the Astra stock has plummeted -90% over the 52 weeks peroid ending June 30, 2022. Moreover, to secure the stock option vesting for the first achieved performance milestone, the market price of the Astra stock must be above $15.