Gogo Inc
For the period ended Apr 25, 2024. Filed Apr 26, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 25, 2024 · Filed Apr 26, 2024
Contents
Pay versus Performance Table
| Average · Average · Value of Initial Fixed $100 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Summary · Compensation · Investment Based On | ||||||||
| Summary | Compensation | Actually | ($)(4) | |||||
| Compensation · Compensation · Table Total · Paid to · Peer Group | ||||||||
| Table Total · Actually · for non-PEO · non-PEO · Total · Total | ||||||||
| for PEO · Paid to PEO · NEOs · NEOs · Shareholder · Shareholder · Net Income · Free Cash Flow | ||||||||
| Year | ($)(1) | ($)(3) | ($)(2) | ($)(2)(3) | Return ($) | Return ($) | (in thousands, $) | (in thousands, $)(5) |
| 2023 | 3,554,176 | 2,886,305 | 1,656,236 | 1,415,337 | 158.28 | 137.42 | 145,678 | $82,687 |
| 2022 | 3,240,010 | 4,727,482 | 1,307,227 | 1,689,362 | 230.63 | 118.41 | 92,059 | $57,783 |
| 2021 | 3,345,530 | 7,894,819 | 1,387,517 | 2,985,854 | 211.41 | 141.13 | 152,735 | $49,408 |
| 2020 | 3,139,347 | 8,427,896 | 1,570,336 | 3,592,844 | 150.47 | 111.29 | (250,036) | ($4,477) |
(1)
Our Principal Executive Officer (“PEO”) for each of the years reported was Oakleigh Thorne.
(2)
Our non-PEO named executive officers (“NEOs”) for each of the years reported were as follows: for 2023, Sergio Aguirre, Jessica Betjemann, Crystal Gordon, Karen Jackson and Barry Rowan; for 2022, Barry Rowan, Sergio Aguirre, Marguerite M. Elias, Karen Jackson and Jessica Betjemann; for 2021, Barry Rowan, Sergio Aguirre, Marguerite M. Elias and Karen Jackson; and for 2020, Barry Rowan, Marguerite M. Elias, Sergio Aguirre, Karen Jackson, John Wade and Jonathan B. Cobin.
(3)
Compensation “actually paid” is calculated in accordance with Item 402(v) of Regulation S-K. The table below sets forth each adjustment made during each year presented in the table to calculate the compensation “actually paid” to our NEOs during each year in the table. In this table, the unvested equity values are computed in accordance with the methodology also used for financial reporting purposes.
| 50 | GOGO INC. |
| 2023 · 2022 · 2021 · 2020 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Average of | Average of | Average of | Average of | |||||
| PEO ($) | Other NEOs ($) | PEO ($) | Other NEOs ($) | PEO ($) | Other NEOs ($) | PEO ($) | Other NEOs ($) | |
| Total Compensation as reported on Summary Compensation Table | 3,554,176 | 1,656,236 | 3,240,010 | 1,307,227 | 3,345,530 | 1,387,517 | 3,139,347 | 1,570,336 |
| Deduction for fair value of equity reported in Summary Compensation Table | (2,499,998) | (573,998) | (1,700,009) | (608,997) | (1,595,080) | (579,500) | (826,662) | (374,223) |
| Fair value of equity compensation granted in current year and unvested at year-end – value at year-end | — | 171,590 | 1,326,924 | 475,124 | 2,328,094 | 845,808 | 8,011,563 | 2,414,669 |
| Change in fair value from end of prior fiscal year to end of current fiscal year for awards made in a prior fiscal year that were unvested at end of current fiscal year | — | (45,830) | 263,488 | 112,261 | 3,644,943 | 1,181,495 | 80,667 | 247,226 |
| Fair value of equity compensation granted in current year that vested during current year | 1,832,148 | 213,333 | — | — | — | — | — | 194,112 |
| Change in fair value from end of prior fiscal year to vesting date for awards made in a prior fiscal year that vested during current fiscal year | (21) | (5,994) | 1,597,069 | 403,747 | 171,332 | 150,535 | (284,077) | (241,707) |
| Fair value of awards forfeited in current fiscal year determined at end of prior fiscal year | — | — | — | — | — | — | (1,692,942) | (217,569) |
| Compensation actually paid | 2,886,305 | 1,415,337 | 4,727,482 | 1,689,362 | 7,894,819 | 2,985,854 | 8,427,896 | 3,592,844 |
| 2024 Proxy Statement | 51 |
|---|
(4)
Peer Group total shareholder return (“TSR”) reflects the peer group of the S&P 600 Smallcap, as used for purposes of Item 201(e)(ii) of Regulation S-K in our latest Annual Report on Form 10-K for the fiscal year ended December 31, 2023. With respect to both the Company’s cumulative TSR and peer group cumulative TSR, each year reflects what the cumulative value of $100 would be as of the end of the applicable fiscal year, including the reinvestment of dividends, if such amount were first invested on December 31, 2019.
(5)
We chose free cash flow as our Company-selected measure because it is the key component of our executive compensation program. Free cash flow represents net cash provided by operating activities, plus the proceeds from the FCC Reimbursement Program and the interest rate caps, less purchases of property and equipment and the acquisition of intangible assets and cash paid to purchase our interest rate caps. We believe that free cash flow provides meaningful information regarding our liquidity.
| 52 | GOGO INC. |
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