Exhibit 10.1
NextNav Inc.
Non-Employee Director 2025-2026 Compensation Policy
Each member of the Board of Directors (the “Board”) who is not also serving as an employee of NextNav, Inc. (“NextNav”) or any of its subsidiaries (each such member, a “Non-Employee Director”) shall receive the compensation described in this Non-Employee Director Compensation Policy (the “Policy”) for his or her Board service during the 2025-2026 term of the Board, subject to amendment in the discretion of the Board.
Annual Cash Compensation
Each Non-Employee Director shall receive the annual cash compensation described below. The annual cash compensation amount set forth below is payable in equal quarterly installments, payable in arrears on or about the first day following the fiscal quarter in which the service occurred. All annual cash retainer fees are vested upon payment. An increase in the cash retainer from the prior Board term shall be pro-rated for the quarter, effective as of the date of the annual meeting of stockholders.
Annual Board Service Retainer
Non-Employee Director (other than Lead Independent Director): $50,000
Lead Independent Director: $100,000
Annual Committee Chair Service Retainer
Audit Committee Chair: $20,000
Compensation and Human Capital Committee Chair: $15,000
Nominating & Corporate Governance Committee Chair: $10,000
Technology and National Defense Committee Co-Chairs: $20,000
Annual Committee Member Service Retainer (other than Chairs)
Member of the Audit Committee: $5,000
Member of the Compensation and Human Capital Committee: $5,000
Member of the Nominating & Corporate Governance Committee: $5,000
Member of Technology and National Defense Committee: $5,000
Annual Equity Compensation
Non-Employee Directors shall receive the equity compensation described below. All equity compensation will be granted under the Company’s 2021 Omnibus Incentive Plan, and will be documented on the applicable form of equity award agreement approved by the Board (or a duly authorized committee thereof) for Non-Employee Directors.
Each Non-Employee Director shall receive a grant of restricted shares of Company common stock as follows:
Non-Employee Directors: $175,000
Special Grant to Lead Independent Director: $200,000 (granted to John Muleta for service as interim Lead Independent Director)
Vesting of Restricted Shares
The restricted shares shall vest 100% on May 1, 2026, except that the special grant to Mr. Muleta as Lead Independent Director shall vest on December 31, 2025.
Calculation of Restricted Share Value
The number of restricted shares shall be determined by dividing the restricted stock grant value above by the 20-day trailing VWAP of NextNav common stock from the grant date, which shall be the date of approval of this Compensation Policy.
Expenses
The Company will reimburse Eligible Directors for ordinary, necessary and reasonable out-of-pocket travel expenses to cover in-person attendance at and participation in Board and/or Committee meetings; provided, that Eligible Directors timely submit to the Company appropriate documentation substantiating such expenses.