Sector: Industrials
BLACKSKY TECHNOLOGY INC CLASS A · Meeting: September 10, 2026
Directors FOR
2
Directors AGAINST
1
Say on Pay
FOR
Auditor
FOR
Election of Class II Directors
Against Analysis
The proxy discloses that Ms. Gordon did not attend at least 75% of board and committee meetings in fiscal year 2025, which triggers a No vote under the attendance policy regardless of her otherwise strong qualifications.
For Analysis
Mr. Harvey meets all policy screens — no overboarding concerns, no attendance issues disclosed, and the company's 3-year price return of +41.7% against the XLI benchmark falls well short of the 80-percentage-point underperformance threshold required to trigger a No vote.
Mr. Porteous meets all policy screens — his board seat count across public companies does not exceed four, attendance is satisfactory, and the TSR gap of -31.3 percentage points versus XLI does not reach the 80-percentage-point threshold required to trigger a No vote given the company's strong positive 3-year return.
Of the three Class II nominees, Susan Gordon is flagged AGAINST due to sub-75% attendance in 2025; Timothy Harvey and William Porteous both pass all policy screens and receive a FOR vote. The TSR underperformance trigger does not fire for any nominee because the company's 3-year return of +41.7% places it in the strong-positive tier, requiring an 80-percentage-point gap versus the XLI ETF benchmark — the actual gap is only -31.3 percentage points.
CEO
Brian O'Toole
Total Comp
$7,764,307
Prior Support
N/A
CEO Brian O'Toole received total compensation of $7,764,307 in 2025, a significant jump from $2,539,303 in 2024, driven largely by a large one-time stock award of 250,000 shares granted in September 2025 that the company explicitly describes as a catch-up award to address historically below-market pay. The compensation committee used an independent consultant (Compensia) and a defined peer group to support this decision, and the proxy discloses that Mr. O'Toole's prior pay had been below the 25th percentile of peers; the catch-up grant brought him to approximately the 60th percentile. Pay mix is heavily weighted toward variable equity compensation (stock awards plus options plus performance bonus account for roughly 93% of total pay), well above the 50-60% threshold required by policy, and the 2025 annual bonus paid out at only 80% of target because the company missed revenue and adjusted EBITDA goals — demonstrating genuine pay-for-performance linkage.
Auditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$2,345,700
Non-Audit Fees
$7,391
Non-audit fees of $7,391 represent less than 1% of audit fees of $2,345,700, well below the 50% threshold that would raise independence concerns; Deloitte is a Big 4 firm appropriate for a company of BlackSky's size; auditor tenure is not disclosed but the policy requires confirmed data to fire the tenure trigger, so no negative inference is drawn.
The 2026 BlackSky annual meeting presents three standard proposals; the primary governance concern is Susan Gordon's sub-75% board attendance in 2025, which triggers an AGAINST vote on her director election, while the auditor ratification and Say on Pay proposals both pass all policy screens and receive FOR votes. The TSR underperformance trigger does not apply to any director given the company's strong positive 3-year return and the wide 80-percentage-point threshold required under the XLI ETF fallback benchmark.
