Satellogic Inc.

We are currently considered a “smaller reporting company” within the meaning of the Securities Act for purposes of the SEC’s executive compensation disclosure rules. Accordingly, we are required to provide a Summary Compensation Table and an Outstanding Equity Awards at Fiscal Year End Table, as well as limited narrative disclosures regarding executive compensation, for our last completed fiscal year. Further, our reporting obligations extend only to “Named Executive Officers,” which are the individuals who served as principal executive officer and the next two most highly compensated executive officers at any time during fiscal year 2024 or fiscal year 2023.

Summary Compensation Table

The following table sets forth the compensation paid and accrued to be paid by the Company for fiscal years 2024 and 2023 to the Company’s Chief Executive Officer, Chief Financial Officer and President, our “Named Executive Officers” (“NEOs”).

(1) Represents restricted stock units (“RSUs”) granted under our Amended and Restated 2021 Incentive Compensation Plan (the “2021 Plan”) prior to the amendment and restatement of the 2021 Plan in connection with the Domestication.

(2) Mr. Dunn was granted 373,595 RSUs on June 7, 2024 valued at the grant date value of $1.10 per share based on the Company’s closing stock price on that date, of which 23,349 vested on June 20, 2024, 23,350 vested on September 20, 2024, 23,349 vested on December 20, 2024, and the remainder vest quarterly beginning March 20, 2025 through March 20, 2028, generally subject to continued employment through each vesting date.

(3) Mr. Dunn was granted 147,801 RSUs on August 9, 2023 valued at the grant date value of $1.78 based on the Company’s closing stock price on that date, of which 9,237 vested on September 20, 2023, 9,237 vested on December 20, 2023, 9,237 vested on March 20, 2024 9,237 vested on June 20, 2024, 9,237 vested on September 20, 2024, 9,237 vested on December 20, 2024, and the remainder vest quarterly beginning March 20, 2025 through June 20, 2027 generally subject to continued employment through each vesting date.

(4) Mr. Tirman was granted 372,841 RSUs on June 7, 2024 valued at the grant date value of $1.10 per share based on the Company’s closing stock price on that date, of which 23,302 vested on June 20, 2024, 23,303 vested on September 20, 2024, 23,302 vested on December 20, 2024, and the remainder vest quarterly beginning March 20, 2025 through March 20, 2028, generally subject to continued employment through each vesting date.

(5) Mr. Tirman was granted 101,236 RSUs on August 9, 2023 valued at the grant date value of $1.78 based on the Company’s closing share price on that date, of which 25,309 vested on December 20, 2023, 12,654 vested on March 20, 2024, 12,654 vested on June 20, 2024, 12,654 vested on September 20, 2024, 12,654 vested on December 20, 2024, and the remainder vest quarterly beginning March 20, 2025 through June 2025, generally subject to continued employment through each vesting date.

(6) For Mr. Dunn, includes company matching contributions to our 401(k) plan. For Mr. Tirman, in 2024, includes relocation reimbursements and in 2023, includes $25,723 of relocation reimbursements and $2,296 of company matching contributions to our 401(k) plan.

(7) Mr. Dunn received this one time incentive payment in December of 2024, pursuant to the terms of the Dunn Offer Letter (detailed below), which payment was triggered by the Company receiving $40 Million in aggregate consideration through a series of transactions.

Employment Agreements

Chief Executive Officer. Emiliano Kargieman was appointed as Chief Executive Officer of Nettar effective November 13, 2013. He entered into his most recent employment agreement with the Company on October 5, 2021. Under the agreement, Mr. Kargieman receives an annual base salary of 442,130 euros (approximately $461,755 at December 31, 2024), plus standard Company benefits that may be reviewed, but not necessarily increased, from time to time. In addition, pursuant to the Non-Disclosure Agreement, dated November 11, 2013, by and between Mr. Kargieman and the Company, Mr. Kargieman is subject to confidentiality provisions and non-solicitation restrictive covenants for a period following the termination of his employment.

Chief Financial Officer. Rick Dunn was appointed as Chief Financial Officer of the Company effective January 13, 2019 and he entered into an offer letter with the Company on January 11, 2019, which was subsequently amended by a letter agreement on May 11, 2023 (collectively, the “Dunn Offer Letter”). The Dunn Offer Letter include (i) an annual base salary of $461,500 currently, (ii) a change in control bonus and severance benefits as described in the section below entitled “Potential Payments upon Termination or Change in Control,” (iii) eligibility to receive an annual grant of RSUs having a current target value of $410,955 per year (target value set by the Compensation Committee on June 7, 2024) and vesting at a rate of 6.25% per quarter, subject to Board approval, and (v) eligibility to participate in the Company employee benefits plans. In addition, pursuant to the Non-Disclosure Agreement, dated January 17, 2019, by and between Mr. Dunn and the Company, Mr. Dunn is subject to confidentiality provisions and non-solicitation restrictive covenants for a period following the termination of his employment.

President. Matt Tirman was appointed as President of the Company effective August 1, 2023. He entered into an offer letter with the Company on August 30, 2023 (the “Tirman Offer Letter”). The Tirman Offer Letter include (i) an annual base salary of $420,000 currently, (ii) a discretionary change in control bonus and severance benefits as described in the section below entitled “Potential Payments upon Termination or Change in Control,” (iii) eligibility to receive an annual grant of RSUs having a target value of $420,000 per year (target value set by the Compensation Committee on June 7, 2024) and vesting at a rate of 6.25% per quarter, subject to Board approval, (iv) reimbursement of relocation expenses as detailed in the Summary Compensation Table above and (v) eligibility to participate in the Company employee benefits plans. In addition, pursuant to the Non-Disclosure Agreement, dated December 2, 2020, by and between Mr. Tirman and the Company, Mr. Tirman is subject to confidentiality provisions and non-solicitation restrictive covenants for a period following the termination of his employment.

Potential Payments upon Termination or Change in Control

The Dunn Offer Letter and the Tirman Offer Letter also provide that upon a termination of employment with the Company in which both the executive and the Company agree in writing, it is intended that the executive would receive six months of base salary and COBRA expenses, subject to the executive’s execution and delivery of a general release of claims in favor of the Company. Mr. Tirman’s agreement includes a discretionary bonus, to be determined by the Company, in the event of a change in control or sale of the majority of the interests in the Company. Mr. Dunn’s agreement provides that he would receive (i) an extended option exercise period equal to one year following termination, and (ii) full acceleration of all outstanding stock options and RSU awards. In addition, Mr. Dunn’s agreement included a potential one-time cash bonus of $250,000 if the Company underwent a change in control, transferred a majority of the interests in the Company, or a transaction or series of transactions pursuant to which the Company received at least $40,000,000 in aggregate consideration, in each case, while Mr. Dunn is employed by the Company. This one time incentive was paid to Mr. Dunn in December of 2024 as described in the footnotes to the Summary Compensation Table detailed above.

The award agreement pursuant to which the RSUs held by our NEOs were issued provides for accelerated vesting upon (i) the NEO’s death or disability, (ii) a change in control of the Company if the RSUs are not assumed by the successor company, or (iii) a termination of the NEO’s employment without cause in connection with or within 12 months following the occurrence of a change in control. For purposes of the foregoing, “cause” generally means (a) the failure by the NEO to perform, in a reasonable manner, his or her duties as assigned by the Company, (b) any violation or breach by the NEO of his or her employment, consulting or other similar agreement with the Company, if any, (c) any violation or breach by the NEO of any non-competition, non-solicitation, non-disclosure and/or other similar agreement with the Company, (d) any act by the NEO of dishonesty or bad faith with respect to the Company, (e) use of alcohol, drugs or other similar substances in a manner that adversely affects the NEO’s work performance, or (f) the commission by the NEO of any act, misdemeanor, or crime reflecting unfavorably upon the NEO or the Company.

Outstanding Equity Awards at Fiscal Year-End

The following reflects information regarding outstanding equity awards held by each NEO as of December 31, 2024.

(1) Reflects award value based on a price of $2.85 per share based on the Company’s closing stock price on December 31, 2024.

(2) Of the original grant of 482,975 options, 120,744 vested February 9, 2020 and approximately 10,062 options vested monthly in equal installments through February 9, 2023, generally subject to continued employment through each vesting date.

(3) Of the original grant of 28,787 options, approximately 14,393 vested on the grant date, 7,197 vested on August 13, 2021 and 7,197 vested February 13, 2022, generally subject to continued employment through each vesting date.

(4) These RSUs vest in equal quarterly installments from March 20, 2025 through March 20, 2026, generally subject to continued employment through each vesting date.

(5) These RSUs vest in equal quarterly installments from March 20, 2025 through June 20, 2027 generally subject to continued employment through each vesting date.

(6) These RSUs vest in equal quarterly installments from March 20, 2025 through March 20, 2028 generally subject to continued employment through each vesting date.

(7) Of the original grant of 143,863 options, 17,214 vested on February 1, 2022 and approximately 3,518 options vested monthly in equal installments through February 1, 2025, generally subject to continued employment through each vesting date.

(8) These RSUs vest in equal quarterly installments from March 20, 2025 through June 20, 2025 generally subject to continued employment through each vesting date.

(9) These RSUs vest in equal quarterly installments from March 20, 2025 through March 20, 2028 generally subject to continued employment through each vesting date.

Clawback Policy

On March 26, 2025, the Board adopted the Satellogic Inc. Clawback Policy (the “Clawback Policy”). which policy describes the circumstances in which Executive Officers (as defined in the Clawback Policy) will be required to repay or return Erroneously Awarded Compensation (as defined in the Clawback Policy) to the Company. The Clawback Policy provides for the recovery of certain incentive-based compensation from current and former Executive Officers of the Company in the event the Company is required to restate any of its financial statements filed with the SEC under the Exchange Act in order to correct an error that (i) is material to the previously-issued financial statements, or (ii) would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. Adoption of the Clawback Policy was mandated by new Nasdaq listing standards introduced pursuant to Exchange Act Rule 10D-1. The Clawback Policy is in addition to Section 304 of the Sarbanes-Oxley Act of 2002 which permits the SEC to order the disgorgement of bonuses and incentive-based compensation earned by a registrant issuer’s chief executive officer and chief financial officer in the year following the filing of any financial statement that the issuer is required to restate because of misconduct, and the reimbursement of those funds to the issuer. A copy of the Clawback Policy has been filed herewith as Exhibit 97.1.

Compensation-Related Risk

The Board is responsible for the oversight of our risk profile, including compensation-related risks. Our Compensation Committee monitors our compensation policies and practices as applied to our employees to ensure that these policies and practices do not encourage excessive and unnecessary risk-taking. Our management, together with the Compensation Committee, reviews of our compensation programs, including our executive compensation program, to determine if such programs create risks that are likely to have a material adverse effect on the Company. Based on this review, the Board believes that the level of risk associated with our compensation programs is not reasonably likely to have a material adverse effect on our company.

Policies and Practices Related to the Timing of Equity Awards

Pursuant to our compensation programs, we may grant stock option awards to certain employees from time to time. We have not adopted a formal policy regarding the timing of equity award grants, including stock option grants. However, the Compensation Committee generally approves equity award grants during a regularly scheduled meeting in the second quarter of the fiscal year. On occasion, the Compensation Committee may grant equity awards outside of our annual grant cycle for new hires, promotions, recognition, retention or other purposes. While the Compensation Committee has discretionary authority to grant equity awards to our NEOs outside of the cycle described above, the Compensation Committee does not grant equity awards in anticipation of the release of material nonpublic information, nor is the timing of disclosures of material nonpublic information based on equity grant dates.

Insider Trading Policy

We have adopted an Insider Trading Compliance Policy applicable to our directors, officers, and employees, and have implemented processes for the Company that we believe are reasonably designed to promote compliance with insider trading laws, rules, and regulations, and the Nasdaq listing standards. Our Insider Trading Compliance Policy prohibits our employees and related persons and entities from trading in securities of the Company and other companies while in possession of material, nonpublic information. Our Insider Trading Compliance Policy also prohibits our employees from disclosing material, nonpublic information of the Company, or another publicly traded company, to others who may trade on the basis of that information. Additionally, directors and certain officers and employees are subject to routine and non-routine blackout periods during which times trading in our securities is not permitted, as well as pre-clearance procedures to ensure compliance with applicable internal policies. The foregoing summary of our Insider Trading Compliance Policy does not purport to be complete and is qualified by reference to our Insider Trading Compliance Policy, a copy of which can be found as Exhibit 19 to this Report.

Director Compensation Table

The following table sets forth the compensation of the non-employee directors that are not affiliated with our Sponsor or the Liberty Investor for the fiscal year ended December 31, 2024. Directors employed by Satellogic and directors affiliated with our Sponsor and the Liberty Investor did not receive compensation in 2024 for their services as a director.

Director Compensation Table

(1) Represents RSUs granted under our 2021 Plan.

(2) Mr. Wang was granted 175,000 RSUs on September 4, 2024 valued at the grant date value of $1.00 per share based on the Company's closing stock price on that date, all of which will vest on May 31, 2025 subject to Mr. Wang's continued service through such date.

(3) Mr. Galperin was granted 235,000 RSUs on September 4, 2024 valued at the grant date value of $1.00 per share based on the Company's closing stock price on that date, all of which will vest on May 31, 2025 subject Mr. Galperin's continued service through such date.

(4) Ms. Kennedy was granted 131,250 RSUs on September 4, 2024 valued at the grant date value of $1.00 based on the Company's closing share price on that date, all of which will vest on May 31, 2025 subject to Ms. Kennedy's continued service through such date.

(5) Mr. Killalea was granted 235,000 RSUs on September 4, 2024 valued at the grant date value of $1.00 based on the Company's closing share price on that date, all of which will vest on May 31, 2025 subject to Mr. Killalea's continued service through such date.