Sector: Information Technology
NEXTNAV INC · Meeting: May 21, 2026
Directors FOR
10
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Directors
Sorond joined as CEO in November 2023, giving her less than 24 months of tenure at the time of the 2025 performance period, and the stock's 3-year return of +637% vastly exceeds the XLK benchmark return of +94%, so no TSR underperformance trigger applies; she has relevant technology and wireless industry expertise.
Carano has served since October 2021 and the company's 3-year TSR of +637% outperforms the XLK ETF benchmark by +543 percentage points, far exceeding the 65pp threshold required to trigger a concern, so no underperformance flag applies; he brings deep venture capital and telecom technology experience.
Hook was appointed in February 2026, well within the 24-month exemption window for new directors, so no TSR trigger applies; she brings strong CEO, telecom, and public company board experience and serves as Lead Independent Director.
Howard joined in May 2025, well within the 24-month exemption for new directors, so no TSR trigger applies; his military leadership, national security, and technology background are directly relevant to NextNav's defense-oriented positioning.
Howe has served since October 2021 and the company's 3-year TSR of +637% outperforms XLK by +543 percentage points, far above the 65pp threshold needed to raise a concern; he has extensive financial and telecom board experience and qualifies as an audit committee financial expert.
Marcus joined in May 2024, within the 24-month exemption period for new directors, so no TSR trigger applies; he brings extensive financial advisory and distressed-investing expertise and chairs the Audit Committee.
Muleta joined in January 2024, within the 24-month exemption period, so no TSR trigger applies; he has deep wireless policy and spectrum expertise that is highly relevant to NextNav's business.
Palmer joined in June 2024, within the 24-month exemption period, so no TSR trigger applies; her extensive Verizon network technology leadership is directly relevant to NextNav's positioning technology business.
Selby joined in May 2025, well within the 24-month exemption for new directors, so no TSR trigger applies; his Navy R&D leadership and technology innovation background are highly relevant to NextNav's national defense focus.
Subin has served since August 2022 and the company's 3-year TSR of +637% outperforms XLK by +543 percentage points, far exceeding the 65pp threshold needed to raise a concern; his financial and telecom expertise adds value to the Audit Committee.
All ten director nominees receive a FOR vote determination. The company's 3-year stock return of +637% outperforms the XLK technology ETF benchmark by +543 percentage points, well above the 65-point gap needed to trigger an against vote for any long-tenured director. Six of the ten nominees joined within the past 24 months and are exempt from the TSR performance test. The board is 90% independent, has an experienced Lead Independent Director, clear financial expertise on the Audit Committee, and no overboarding or attendance concerns beyond Neil Subin's disclosed attendance issue (which is flagged by the company but relates to unavoidable pre-existing conflicts rather than persistent disengagement). No familial relationships with management are disclosed.
CEO
Mariam Sorond
Total Comp
$6,524,014
Prior Support
N/A
The proxy does not present a formal Say on Pay vote as a numbered proposal for the 2026 annual meeting — only director elections (Proposal 1) and auditor ratification (Proposal 2) are listed as matters to be voted on. Because this proposal does not appear on the ballot, no vote determination is applicable; this entry is included to note its absence. NextNav qualifies as an emerging growth company and uses the scaled disclosure rules, which do not require an annual Say on Pay advisory vote during the emerging growth company period.
Auditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$930,000
Non-Audit Fees
$135,900
Non-audit fees (tax fees of $133,900 plus other fees of $2,000, totaling $135,900) represent approximately 14.6% of audit fees of $930,000, which is well below the 50% threshold that would raise independence concerns. EY is a Big 4 firm appropriate for a $2 billion market-cap technology company. Auditor tenure is not explicitly disclosed in the proxy so the tenure trigger cannot be confirmed and does not fire per policy. No material financial restatements are noted.
The 2026 NextNav annual meeting ballot contains only two formal proposals: election of ten director nominees and ratification of Ernst & Young as auditor. All ten directors receive a FOR vote determination driven by exceptional 3-year stock performance (+637% vs. the XLK ETF benchmark's +94%), with six of the ten nominees protected by the 24-month new-director exemption; the auditor also receives a FOR vote as non-audit fees are well within acceptable limits at roughly 15% of audit fees. No Say on Pay vote appears on the ballot as NextNav is an emerging growth company using scaled disclosure rules, and no stockholder proposals were submitted for this meeting.
