Virgin Galactic Holdings, Inc
For the period ended Apr 21, 2026. Filed Apr 21, 2026.
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Apr 21, 2026 · Filed Apr 21, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
| ☑ | Filed by the Registrant | ☐ | Filed by a party other than the Registrant |
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| CHECK THE APPROPRIATE BOX: | |
|---|---|
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☑ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
Virgin Galactic Holdings, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
| PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY): | |
|---|---|
| ☑ | No fee required |
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
Proxy Statement
and Notice of the Annual Meeting
June 11, 2026 at 9:00 a.m., Pacific Time
Message from
Our Chair
April 21, 2026Dear Fellow Stockholders:On behalf of the Board of Directors, I cordially invite you to attend the 2026 annual meeting of stockholders (the “Annual Meeting”) of Virgin Galactic Holdings, Inc., which will be held on June 11, 2026, at 9:00 a.m., Pacific Time. In order to attend, you must register at https://web.viewproxy.com/SPCE/2026 by 8:59 p.m. Pacific Time on June 10, 2026.In accordance with the Securities and Exchange Commission rules allowing companies to furnish proxy materials to their stockholders over the Internet, we have sent stockholders of record at the close of business on April 15, 2026 a Notice of Internet Availability of Proxy Materials. The notice contains instructions on how to access our Proxy Statement and Annual Report and vote online. If you would like to receive a printed copy of our proxy materials from us instead of downloading a printable version from the Internet, please follow the instructions for requesting such materials included in the notice and the attached Proxy Statement.Attached to this letter are a Notice of Annual Meeting of Stockholders and Proxy Statement, which describe the business to be conducted at the Annual Meeting.Please join us on June 11, 2026Your vote is important to us. Whether you own a few shares or many, and whether or not you plan to attend the Annual Meeting, it is important that your shares be represented and voted at the meeting. Please act as soon as possible to vote your shares. You may vote your shares on the Internet, by telephone or, if you received a paper copy of the proxy card by mail, by returning your signed proxy card in the envelope provided. You may also vote your shares online during the Annual Meeting. Instructions on how to vote while participating at the meeting live via the Internet are posted at https://web.viewproxy.com/SPCE/2026.On behalf of the Board of Directors and management, it is my pleasure to express our appreciation for your continued support.Raymond Mabus, Jr.Chair of the Board
| 2 | Virgin Galactic Holdings, Inc. |
Notice of Annual Meeting of Stockholders to be held on
June 11, 2026
| Tustin, California April 21, 2026NOTICE IS HEREBY GIVEN that the 2026 annual meeting of stockholders (the “Annual Meeting”) of Virgin Galactic Holdings, Inc., a Delaware corporation (the “Company”), will be held on Thursday, June 11, 2026, at 9:00 a.m., Pacific Time. The Annual Meeting will be a completely virtual meeting, which will be conducted via live webcast. You will be able to attend the Annual Meeting online and submit your questions during the meeting. In order to attend, you must register at https://web.viewproxy.com/SPCE/2026 by 8:59 p.m. Pacific Time on June 10, 2026. For instructions on how to register, attend and vote your shares at the Annual Meeting, see the information in the accompanying Proxy Statement in the section titled “General Information About the Annual Meeting and Voting.” | The Annual Meeting is being held:1.to elect the director nominees listed in the Proxy Statement;2.to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2026;3.to approve, on an advisory (non-binding) basis, the compensation of our named executive officers;4.to approve the Fourth Amended and Restated Virgin Galactic Holdings, Inc. 2019 Incentive Award Plan;5.to approve, on an advisory (non-binding) basis, the frequency of future advisory votes on the compensation of our named executive officers; and6.to transact such other business as may properly come before the Annual Meeting or any continuation, postponement or adjournment thereof.These items of business are described in the Proxy Statement that follows this notice. Holders of record of the Company’s common stock as of the close of business on April 15, 2026 are entitled to notice of and to vote at the Annual Meeting, or any continuation, postponement or adjournment thereof. A complete list of such stockholders will be open to the examination by any stockholder for a period of 10 days ending on the date before the Annual Meeting for any purpose germane to the meeting by sending an email to CorporateSecretary@virgingalactic.com, stating the purpose of the request and providing proof of ownership of Company stock.Whether or not you attend the Annual Meeting, it is important that your shares be represented and voted at the Annual Meeting. Therefore, I urge you to promptly vote and submit your proxy by phone, via the Internet, or, if you received paper copies of these materials, by signing, dating and returning the enclosed proxy card in the enclosed envelope, which requires no postage if mailed in the United States. If you have previously received our Notice of Internet Availability of Proxy Materials, instructions regarding how you can vote are contained in that notice. If you have received a proxy card, instructions regarding how you can vote are contained on the proxy card. If you decide to attend the Annual Meeting, you will be able to vote in person, even if you have previously submitted your proxy. Note that, in light of possible timing impacts if voting by mail, we encourage stockholders to submit their proxy by Internet or telephone.By Order of the Board of Directors,Michael ColglazierChief Executive Officer, President and Director | |
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| Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting:This Proxy Statement and our Annual Report are available free of charge at https://web.viewproxy.com/SPCE/2026. |
| 2026 Proxy Statement | 3 |
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Table Of Contents
| 2 | Message from Our Chair | 56 | Pay Versus Performance |
| 3 | Notice of Annual Meeting of Stockholders to be held on June 11, 2026 | 61 | Proposal No. 4: Approval of the Fourth Amended and Restated Virgin Galactic Holdings, Inc. 2019 Incentive Award Plan |
| 5 | 2025 Highlights | 69 | Proposal No. 5: Advisory (Non-Binding) Vote to Approve the Frequency of Future Advisory Votes on the Compensation of our Named Executive Officers ("Say-on-Frequency Vote") |
| 9 | Voting Roadmap | 70 | Security Ownership of Certain Beneficial Owners and Management |
| 11 | Proposal No. 1: Election of Directors | 71 | Equity Compensation Plan Information |
| 11 | Information about Board Nominees | 74 | Certain Transactions with Related Persons |
| 18 | Corporate Governance | 74 | Policies and Procedures for Related-Party Transactions |
| 18 | Composition of the Board of Directors | 74 | Summary of Related-Person Transactions |
| 20 | Board Structure | 78 | General Information about the Annual Meeting and Voting |
| 24 | Board Oversight Responsibilities | 78 | Questions and Answers |
| 25 | Other Governance Practices and Policies | 84 | Additional Information |
| 26 | Director Compensation | 84 | Stockholder Proposals and Director Nominations |
| 26 | Cash Compensation | 84 | Householding |
| 28 | Director Compensation Table for Fiscal Year 2025 | 86 | ANNEX A – Fourth Amended and Restated Virgin Galactic Holdings, Inc. 2019 Incentive Award Plan |
| 29 | Proposal No. 2: Ratification of Appointment of Independent Registered Public Accounting Firm | ||
| 29 | Appointment of Independent Registered Public Accounting Firm | Key Information | |
| 29 | Audit, Audit-Related, Tax and All Other Fees | 5 | 2025 Performance Highlights |
| 30 | Pre-Approval Policies and Practices | 6 | Commitment to Sustainability |
| 31 | Audit Committee Report | 12 | Skills, Experience, Qualifications and Attributes of 2026 Director Nominees |
| 32 | Executive Officers | 19 | Director Nomination Process |
| 34 | Proposal No. 3: Approval, on an Advisory (Non-Binding) Basis, of the Compensation of Our Named Executive Officers | 20 | Director Independence |
| 35 | Executive Compensation | 20 | Board Leadership Structure |
| 35 | Compensation Discussion and Analysis | 24 | Board’s Role in Strategy and Risk Oversight |
| 46 | Compensation Committee Report | 25 | Stockholder Engagement |
| 47 | Executive Compensation Tables | 36 | Our Executive Compensation Program |
| 55 | Compensation Risk Assessment | 37 | Key Elements and Objectives of Our Executive Compensation Program |
| 55 | CEO Pay Ratio | 40 | Pay Mix |
Forward-Looking Statements
This proxy statement (this “Proxy Statement”) contains certain forward-looking statements within the meaning of federal securities laws with respect to Virgin Galactic Holdings, Inc. (“Virgin Galactic” or the “Company”). These forward-looking statements are statements other than those of historical fact and generally are identified by words such as “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this Proxy Statement, including but not limited to the factors, risks and uncertainties included in the Company’s filings with the Securities and Exchange Commission (the “SEC”), including its Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which are accessible on the SEC’s website at www.sec.gov and the Investor Relations section of our website at www.virgingalactic.com. These filings identify and address other important risks and uncertainties that could cause the Company’s actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and, except as required by law, the Company assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Additionally, our discussion of certain matters in this Proxy Statement or in other locations, including our corporate website, includes information to reflect various considerations, including environmental, social and governance ("ESG") standards and the expectations of various stakeholders, which is not necessarily, and should not be assumed to be, material under the federal securities law definition of materiality. Furthermore, much of this information is subject to assumptions, estimates or third-party information that is still evolving and subject to change. In addition, our disclosures based on any standards may change due to revisions in framework requirements, availability or quality of information, changes in our business or applicable government policies, or other factors, some of which may be beyond our control. Additionally, any document or website references are provided for convenience and are hereby not incorporated by reference absent explicit language to the contrary.
| 4 | Virgin Galactic Holdings, Inc. |
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