🔖 What This Document Is

This is a Definitive Proxy Statement (DEF 14A) for Satellogic Inc. Think of it as the company's official "homework assignment" for its shareholders. It's mailed out before the annual meeting to explain what will be voted on and provide key details about the company's leadership, pay, and governance.

👉 In short: It's your guide to the upcoming annual shareholder meeting and a report on how the company has been run.

🏢 What Satellogic Does

Satellogic is a satellite imaging company. In simple terms, they build and operate satellites to take pictures of Earth from space. They sell this data and insights to governments and businesses. They're transitioning from just selling images to offering "continuous intelligence" through subscriptions, like a watchful eye that monitors sites daily.

Key Product: Their new Aleph Observer service is live, providing daily monitoring with AI analytics. They're also building a new Merlin constellation to remap the entire planet daily at high resolution, with the first launch targeted for October 2026.

💰 Recent Financial Highlights

The company's CEO letter highlights a strong 2025:

• Revenue Grew 38% to $17.7 million.
• Q4 2025 was a standout, accelerating to 94% year-over-year growth.
• They significantly improved efficiency, with total operating expenses down 25%.
• They ended the year with a record $94.4 million in cash.
• They have $65.1 million in signed, non-cancellable contracts (Remaining Performance Obligations), providing clear visibility into future revenue.

🗳️ What You're Voting On

The June 3, 2026, virtual meeting has two main proposals:

1. Elect Two Directors: Vote for Class II director nominees Tom Killalea and Miguel Gutiérrez for terms expiring in 2029.
2. Ratify the Auditor: Approve Ernst & Young LLP (EY) as the independent accounting firm for 2026.

👉 The Board recommends a "FOR" vote on both proposals.

👥 The People in Charge (Board & Executives)

The board has 7 members with diverse expertise, from tech (Amazon alum Tom Killalea) to finance (former Treasury Secretary Steven Mnuchin, who is Chairman) to military strategy (General Joseph Dunford, Jr., former Chairman of the Joint Chiefs of Staff).

Executive Team:

• Emiliano Kargieman: Co-founder and CEO.
• Rick Dunn: CFO, with over 25 years of financial leadership experience.

💼 Executive Compensation

The "Summary Compensation Table" shows what the top executives earned in 2025:

• CEO Emiliano Kargieman: Total comp of $2.17 million, including a $1.5 million stock award.
• CFO Rick Dunn: Total comp of $1.48 million, including a $600,000 stock award.
• Former President Matt Tirman: Total comp of $1.37 million.

👉 A large portion of their pay is in company stock (RSUs), which aligns their interests with shareholders. These awards vest over several years.

💸 Related Party Deals & Transactions

The document discloses several important financial relationships:

• Liberty Strategic Capital: An entity connected to Chairman Steven Mnuchin. The company paid a final $7.5 million advisory fee related to their initial investment in 2022.
• Officina Stellare (OS): A company CEO Kargieman is on the board of. Satellogic purchased $0.8 million in satellite components from them in 2025.
• Stock Offerings: The company raised significant capital in 2025, including a $90 million public offering in October and a $20 million direct offering in April. They also have a new $50 million "at-the-market" sales facility.

⚖️ Governance & Policies

Satellogic outlines its corporate governance rules:

• Clawback Policy: Can recover bonuses from executives if financial results are later restated.
• Anti-Hedging & Insider Trading Policies: Prohibit directors and executives from betting against the company's stock or trading on confidential information.
• Board Committees: Key oversight is done through the Audit Committee (chaired by Kelly Kennedy), Compensation Committee, and others. They met a combined 18 times in 2025.

🧠 The Analogy

Getting this proxy statement is like receiving the annual report card and rulebook for a family business you partly own. It tells you how the managers (executives) performed (financials), asks you to vote on continuing certain family members on the board (director elections), shows you how much allowance the managers gave themselves (compensation), and reminds you of the house rules (governance). It’s your chance to review, ask questions (via your vote), and decide if you’re happy with how the family business is being run.

🧩 Final Takeaway

Satellogic is at a strategic inflection point, shifting to a subscription-based "intelligence" model with new products. Financially, it's in its strongest cash position ever after successful 2025 capital raises. Shareholders are now asked to ratify the leadership team and board guiding this transition. The key story is one of growth, strategic pivot, and strengthening fundamentals, with your vote affirming the current course.