Blog: BLACKSKY TECHNOLOGY INC. : Change in Directors or Principal Officers, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K) –

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Chief Financial Officer

Effective as of June 10, 2022, the board of directors (the “Board”) of BlackSky
Technology Inc. (the “Company”) appointed Henry Dubois, current Chief
Development Officer of the Company, to the role of Chief Financial Officer. In
addition, Mr. Dubois will serve as the Company’s Principal Financial Officer.

Mr. Dubois, age 60, has served as the Company’s Chief Development Officer since
September 2021. Mr. Dubois served as Chief Development Officer of BlackSky
Holdings, Inc. from August 2021 through the closing of the merger after having
served as an advisor to its CEO and board since September 2018. Prior to joining
the Company, Mr. Dubois was managing director at HED Consulting from February
2009 to August 2021, where he advised companies, including BlackSky Holdings,
Inc., on strategic initiatives, operating improvements and financial activities.
From April 2013 to May 2018 Mr. Dubois also served as Chief Executive Officer
and President of Hooper Holmes Inc., a national provider of biometric screenings
and comprehensive health and wellness programs. Mr. Dubois also served as an
executive at two geospatial companies and brings proven experience in growth
strategies, deal sourcing and integration. From February 2005 to December 2012,
Mr. Dubois served as CFO and an executive advisor at GeoEye (Nasdaq: GEOY), a
commercial satellite imagery company, where he helped grow revenues from $30
million to $350 million. Mr. Dubois currently serves on the board of directors
of Endurance Acquisition Corporation (Nasdaq: EDNCU). Mr. Dubois received a
Masters of Management, Finance, Marketing and Accounting at Northwestern
University’s Kellogg School of Management as well as a B.A. in Mathematics at
College of the Holy Cross.

Effective as of June 9, 2022, Johan Broekhuysen, has stepped down from his role
as Chief Financial Officer but will remain as an employee of the Company through
August 11, 2022 to assist with transition efforts. Mr. Broekhuysen’s departure
did not result from a disagreement with the Company or its Board on any matter
relating to the Company’s operations, policies or practices, including its
controls of financial-related matters.

Separation Agreement and Release with Johan Broekhuysen

In connection with his departure from the Company, Mr. Broekhuysen entered into
a Separation Agreement and Release with the Company (the “Separation
Agreement”). In accordance with the terms of the Separation Agreement, Mr.
Broekhuysen will receive the severance and other separation benefits provided
under the Company’s Executive Change in Control and Severance Plan (the
“Executive Severance Plan”) filed with the SEC as Exhibit 10.6 to the Company’s
Form 8-K on August 18, 2021. A summary of the Executive Severance Plan is set
forth in the Company’s 10-K/A for the fiscal year ended December 31, 2021 filed
with the SEC on May 2, 2022.

Compensation Arrangements

Effective as of June 10, 2022, the Company entered into an amendment to Mr.
Dubois’s employment offer letter dated August 18, 2021 (the “Offer Letter

Pursuant to the Offer Letter Amendment, Mr. Dubois’s annual target bonus
incentive opportunity under the Company’s 2022 fiscal year bonus incentive
program will be changed as follows: (i) for the period from January 1, 2022,
through June 9, 2022, the target bonus incentive opportunity will remain equal
to 75% of his base salary for such period, and the performance objectives for
the bonus will remain weighted at 80% Company objectives and 20% individual
performance objectives, and (ii) commencing June 10, 2022, his target bonus
incentive opportunity will be 100% of his base salary for the relevant period,
and the performance objectives for the bonus will be weighted at 100% Company


On June 9, 2022, in connection with his appointment as the Company’s Chief
Financial Officer, the Compensation Committee has approved the grant of the
following awards to Mr. Dubois under the Company’s 2021 Equity Incentive Plan:
(i) an award of 219,573 restricted stock units (“RSUs”) and (ii) an option to
purchase 294,228 shares of the Company’s Class A common stock. The RSU award
will be scheduled to vest as to 25% of the RSUs on June 10, 2023, and on a
quarterly basis thereafter as to 1/16th of the RSUs, in each case subject to Mr.
Dubois’s continued service through the applicable vesting date. The option will
be scheduled to vest as to 25% of the shares subject to the option on June 10,
2023, and on a monthly basis thereafter as to 1/48th of the shares subject to
the option, in each case subject to Mr. Dubois’s continued service through the
applicable vesting date. The option has a per share exercise price of $2.10,
which was the closing price of a share of the Company’s Class A common stock on
the New York Stock Exchange on June 10, 2022, the option’s grant date.

The summary description of Mr. Dubois’s Offer Letter Amendment set forth above
does not purport to be complete and is qualified in its entirety by reference to
the full text of the Offer Letter Amendment, a copy of which will be filed as an
exhibit to our quarterly report on Form 10-Q for the quarter ended June 30,

Other Matters

In addition, we have previously entered into our standard form of
indemnification agreement with Mr. Dubois. There are no family relationships
between Mr. Dubois and any director or executive officer of the Company. In
addition, Mr. Dubois is not a party to any transaction, or series of
transactions, required to be disclosed pursuant to Item 404(a) of Regulation

Item 7.01.   Regulation FD Disclosure

The information under Item 2.02 and this Item 7.01, including the press release
attached hereto, is intended to be furnished and shall not be deemed “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange
Act”) or otherwise subject to the liabilities of that section, nor shall it be
deemed incorporated by reference in any filing under the Securities Act of 1933
or the Exchange Act, except as expressly set forth by specific reference in such

On June 15, 2022, the Company issued a press release relating to the matters
described above in Item 5.02 and reaffirms the Company’s previously issued 2022
full year guidance for revenue of between $58 million and $62 million. A copy of
the press release is furnished herewith as Exhibit 99.1 and is incorporated
herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number                Description
         99.1                   Press release dated     June     15    , 2022
          104                 Cover Page Interactive Data File (embedded within the Inline XBRL)


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