🗓️ What This Document Is

This is a Proxy Statement (Form DEF 14A), which is a required annual document submitted to the Securities and Exchange Commission (SEC). Think of it as the company's detailed "annual report card" specifically for its stockholders. It outlines the business to be conducted at the upcoming Annual Meeting of Stockholders and provides information needed for shareholders to vote on major corporate issues.

👉 The main purpose is to inform you about the company's governance, the proposed board of directors, and the compensation structure for executives so you can exercise your shareholder rights effectively.

🚀 What Virgin Galactic Does

Virgin Galactic Holdings, Inc. is an aerospace and space travel company. In simple terms, they are pioneering human-first spaceflight, making the experience accessible to private individuals, researchers, and government agencies.

👉 They operate by using a highly reusable spaceships and high-altitude carrier aircraft system. The company's core mission is to make human spaceflight repeatable, offering customers a "transformative experience" and positioning themselves for scale and profitability in the commercial space sector.

🌌 2025 Operational and Financial Highlights

This section provides a snapshot of the company’s performance and strategic progress during 2025. The overall narrative shows a company focused on infrastructure and capital positioning while advancing its next-generation vehicles.

• Key Operational Milestones: Virgin Galactic advanced the manufacturing and assembly of its next-generation spaceships. They also opened the spaceship factory in Arizona and completed an upgrade program for Launch Vehicle Eve, designed to increase the weekly flight cadence capability.
• Future Demand: As of December 31, 2025, the company reported reservations for approximately 675 future astronauts.
• Cost Management & Funding: Total operating expenses were $287 million in 2025, which was significantly lower compared to $384 million in fiscal 2024. This reduction was attributed to restructuring efforts and a strategic shift in development from R&D expenses to investing in assets, such as manufacturing capacity.
• Financial Actions: The company executed capital realignment transactions to reduce contractual debt payments by $142 million and raised proceeds of $122 million to support investments aimed at driving scale and profitable long-term growth.

🛡️ Corporate Governance & Oversight

Because this is a proxy filing, a large portion of the content addresses governance—how the company is run. The Board of Directors is tasked with overseeing strategy, risk, and adherence to legal rules.

• Board Structure: The Board is composed of nine directors. While the maximum number of directors allowed is fifteen, the Stockholders’ Agreement allows Virgin Investments Limited (VIL) to designate two specific directors (the "VG designees"). Michael Colglazier (the CEO) also holds a designated role on the Board.
• Risk Oversight: The Board has overall responsibility for risk oversight. This responsibility is supported by several specialized committees, including the Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee, and the Safety Committee.
• ESG Focus: The Board evaluates Environmental, Social, and Governance (ESG)-related risks and opportunities. The dedicated ESG Executive Committee—comprising members from spaceflight operations, human resources, and legal—is responsible for developing and leading the company’s commitment to responsible corporate citizenship.

🧑‍⚖️ Board Directors & Nominations

This section provides detailed biographies for all nine director nominees, detailing their professional backgrounds and qualifications for election at the Annual Meeting.

• Commitment to Independence: The Board determined that seven out of the nine directors—Mses. Jonas, Sigur, and Strandberg, and Messrs. Arcangeli, Kreeger, Mabus, and West—qualify as "independent" because they do not have a material relationship that could compromise their ability to exercise independent judgment.
• Expertise: The committee overseeing director nominations is focused on ensuring the Board has a blend of skills, covering areas like financial and accounting expertise, operational management, aerospace, and public company board experience.
• The Leadership Team: The Board believes the current structure, having the CEO and the Chair of the Board as two separate individuals, is in the best interest of the company.

🏅 Committee Structure and Roles

The Board delegates specific critical oversight tasks to four standing committees, each ensuring specialized scrutiny of company operations and finance.

• Audit Committee: Responsible for overseeing the financial reporting process, reviewing the scope of the independent public accounting firm's audits, and providing oversight with respect to the company's ESG strategy. Tina Jonas serves as Chair.
• Compensation Committee: Oversees and recommends compensation for all executive and director compensation programs, including implementing and administering equity-based plans. Diana Strandberg serves as Chair.
• Nominating and Corporate Governance Committee: Assists the Board in finding qualified candidates, recommending nominees, and developing overall corporate governance guidelines and principles. W. Gilbert West serves as Chair.
• Safety Committee: Focuses on reviewing the company’s safety performance, providing input on managing current safety issues, and reviewing safety audit findings to ensure compliance with laws and regulations. Craig Kreeger serves as Chair.

💰 Compensation Structure

This section outlines the rules for how directors are paid. The compensation structure is designed to align the directors' financial interests with the long-term success of the company.

• Compensation Program: Virgin Galactic maintains a Director Compensation Program that involves annual cash retainer fees and long-term equity awards (Restricted Stock Units or RSUs).
• Example Cash Payments: For the fiscal year 2025, the annual cash retainer for a regular committee member (non-chair) was $7,500, while the Board Chair received an additional annual retainer of $60,000.
• Goal: The company maintains a stock ownership guideline requiring non-employee directors to acquire and hold common stock with a market value equal to 5x the director's annual cash retainer within five years of service.

🗳️ Voting Logistics and Important Dates

This tells stockholders exactly how and when they need to participate in the Annual Meeting.

• Annual Meeting Date: The 2026 Annual Meeting of Stockholders is scheduled for Thursday, June 11, 2026, at 9:00 a.m. Pacific Time.
• How to Vote: Stockholders are encouraged to vote by proxy using several methods:
  • Internet: Online voting can be done at https://web.viewproxy.com/SPCE/2026.
  • Telephone: Calling 866-804-9616.
  • Mail: Signing and mailing the enclosed proxy card.
• Record Date: Stockholders of record as of the close of business on April 15, 2026, are entitled to notice and to vote at the Annual Meeting.

📞 Corporate Contacts & Resources

For any further questions or to access the full documentation, the following contacts and resources are available:

• Website/Materials: The Proxy Statement and Annual Report are available free of charge at https://web.viewproxy.com/SPCE/2026.
• Corporate Secretary: Any official correspondence should be addressed to the Corporate Secretary at 1700 Flight Way, Tustin, California 92782.
• ESG Information: The company hosts its sustainability program details on its website at https://investors.virgingalactic.com/ESG/.

🧠 The Analogy

Imagine the company is building a magnificent, advanced cruise ship (the business). The Proxy Statement is like the Captain's (CEO) detailed manual that shows the passengers (shareholders) how the ship operates: who is in charge (the Board), what parts are inspected regularly (the Committees), and what the rules are for the journey ahead (the governance guidelines). It ensures that everyone—from the newest crew member to the most senior officer—understands their role and how decisions are made before the big voyage begins.

🧩 Final Takeaway

Virgin Galactic is in an advanced stage of building its commercial space infrastructure, demonstrated by its capital raises and factory ramp-up. However, the governance materials emphasize that the company’s future success is heavily tied to maintaining robust oversight through its specialized, committee-driven structure.