MAXR Maxar Technologies Inc

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

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Commission file number: 001-38228

Maxar Technologies Inc.

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Securities registered pursuant to section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒  No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company”, and emerging growth company in Rule 12b-2 of the Exchange Act.

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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to (§240.10D-1(b)). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

At June 30, 2022, the aggregate market value of the registrant’s common stock, par value of $0.0001 per share, held by non-affiliates of the registrant was approximately $1,936 million (based upon the closing sale price of the common stock on June 30, 2022 on The New York Stock Exchange).

As of April 13, 2023, there were 75,549,527 shares of the registrant’s common stock, par value of $0.0001 per share, outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None.

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EXPLANATORY NOTE

This Amendment No. 1 to Form 10-K (this “Amendment”) amends the Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (the “2022 Form 10-K”) originally filed with the Securities and Exchange Commission (the “SEC”) on February 22, 2022 (the “Original Filing”) by Maxar Technologies Inc., a Delaware corporation (the “Company,” “we,” “our,” or “us”). We are filing this Amendment to present the information required by Part III of Form 10-K as we will not file our definitive proxy statement within 120 days of the end of our fiscal year ended December 31, 2022. In addition, in accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Item 15(a)(3) of Part IV of the Original Filing is being amended and restated solely to include as exhibits the certifications of our principal executive officer and principal financial officer required by Rule 13a-14(a) under the Exchange Act.

Except as set forth in this Amendment, no other changes have been made to the Original Filing. The Original Filing continues to speak as of the date of the Original Filing, and we have not updated the disclosures contained therein to reflect any events which occurred at a date subsequent to the filing of the Original Filing. Accordingly, this Amendment should be read in conjunction with the Original Filing, and our other SEC filings subsequent to the date of the Original Filing.

References to our website through this Amendment are provided for convenience only and the content on our website does not constitute a part of, and shall not be deemed incorporated by reference into, this Amendment.

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Maxar Technologies Inc.

Amendment No. 1 to Annual Report on Form 10-K

December 31, 2022

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PART III

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PART IV

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Dr. Walter S. Scott

Executive Vice President, Chief Technology Officer

Dr. Scott is Maxar’s Executive Vice President and Chief Technology Officer. As such, he is responsible for the design and specification of Maxar owned space assets, Maxar’s technology roadmap including system architecture, space mission architecture and R&D investments and government relations. He was DigitalGlobe’s founder and served as its Executive Vice President and Chief Technical Officer. He was responsible for DigitalGlobe’s Platform and Services Business Units, as well as space system acquisition and government relations. From 1986 through 1992, Dr. Scott held a number of technical, program and department management positions at the Lawrence Livermore National Laboratory, including serving as the assistant associate director of the Physics Department. Prior to this, Dr. Scott served as president of Scott Consulting, a Unix systems and applications consulting firm. Dr. Scott holds a Bachelor of Arts in Applied Mathematics, magna cum laude, from Harvard College and a Doctorate and Master of Science in Computer Science from the University of California, Berkeley.

Daniel N. Nord

Senior Vice President and General Manager, Earth Intelligence Enterprise

Mr. Nord joined Maxar in May 2021 as our Senior Vice President and General Manager, Earth Intelligence Enterprise. Before joining Maxar, Mr. Nord worked at Amazon beginning in 2017, where he first led Product Management for Games and then served as General Manager for Amazon Kids and Family’s Mobile, Content and International divisions. In that role, he led a Product Management organization. Before Amazon, he spent seven years at Electronic Arts as a studio General Manager and head of Product Management for Mobile and VR. Mr. Nord has a Master of Business Administration from Stanford University Graduate School of Business and a Bachelor of Science in Computer Science and Engineering from University of Pennsylvania.

Elizabeth Andora

Senior Vice President, Chief Human Resources Officer

Ms. Andora joined Maxar in September 2018 and since November 2019, has served as our Senior Vice President and Chief Human Resources Officer (“CHRO”) after serving as DigitalGlobe’s Vice President, Human Resources. As the CHRO, Ms. Andora is responsible for developing and driving organizational and people strategies aligned with the strategic and tactical initiatives of the Company. Ms. Andora brings over 20 years of experience and has a strong background in leading human resources operations for startup to mid-size to large technology companies through critical stages of strategic growth. Previously, Ms. Andora held the position of VP, People and Places for Rally Software. Prior to Rally Software, Ms. Andora held various HR leadership positions with Sun Microsystems and Hewlett-Packard. Ms. Andora graduated from the University of Colorado in Boulder with a BA in Political Science and an MBA in Marketing and Management.

Christopher Johnson

Senior Vice President and General Manager, Maxar Space

Mr. Johnson joined Maxar in May 2021 as our Senior Vice President and General Manager, Maxar Space, where he leads our Space Infrastructure segment. Before joining Maxar, Mr. Johnson spent more than two decades at Boeing, most recently serving as President, Boeing Satellite Systems International where he was responsible for strategy, capture, development and manufacturing of Boeing’s commercial satellite business. Prior to that role, he was vice president of Boeing’s commercial satellite services division and held a number defense and intelligence-related engineering management and business development roles at the company. Mr. Johnson has a Master of Business Administration and a Master of Science in systems architecting and engineering from the University of Southern California and a Bachelor of Science in Mechanical Engineering from the University of Kansas.

James C. Lee

Senior Vice President, General Counsel and Corporate Secretary

Mr. Lee joined Maxar in April 2019 as our Senior Vice President, General Counsel and Corporate Secretary. Prior to joining Maxar, Mr. Lee was Senior Vice President and Deputy General Counsel at Aramark Corp. where he was employed since August 2004. At Aramark, Mr. Lee led the legal function for Aramark Uniform Services and for Aramark Refreshment Services, as well as the real estate, M&A and labor relations functions for those businesses. Prior to that role, Mr. Lee was a M&A and securities attorney at O’Melveny & Myers in Los Angeles. He also served as Vice President and General Counsel at eConnections, Inc., a supply chain and

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purchasing software company. Mr. Lee received his bachelor’s degree in Economics from Yale University and his J.D. from Harvard Law School.

Carolyn Pittman

Senior Vice President, Chief Accounting Officer

Ms. Pittman joined Maxar in 2019 and currently serves as our Senior Vice President, Chief Accounting Officer. Prior to joining the Company, Ms. Pittman was Vice President-Finance and Controller for Huntington Ingalls Newport News Shipbuilding from 2011 to 2018. Ms. Pittman joined Huntington Ingalls Newport News Shipbuilding in 2011, a spin-off of the Northrop Grumman Corporation. At Northrop Grumman, Ms. Pittman was Vice President and Chief Financial Officer, Enterprise Shared Services and Information Technology, from 2008 to 2011. She joined Northrop Grumman as a manager in 1995 and attained positions of increasing responsibility, including Vice President, Sector Controller, Vice President, Internal Audit and Chief Audit Executive. Ms. Pittman began her career with Ernst & Young LLP, where she held positions within audit and assurance services from 1985 to 1995. Since August 2017, Ms. Pittman has served as a member of the board of directors of Minerals Technologies Inc. (NYSE: MTX), where she is a member of the Audit Committee and the Corporate Governance and Nominating Committee. Ms. Pittman holds an MBA in Finance from Dallas Baptist University and a Bachelor of Science in Business Administration from the University of Arkansas. Ms. Pittman is a Certified Public Accountant and a Certified Information Systems Auditor.

E. Jeff Robertson III

Senior Vice President, Chief Internal Operations Officer

Mr. Robertson joined Maxar in 2017 after its acquisition of DigitalGlobe and serves as our Senior Vice President, Chief Internal Operations Officer. Mr. Robertson has also served as our Chief Risk Officer. His responsibilities include Satellite Operations, Ground Engineering and Operations and Geospatial Product Production. In addition, Mr. Robertson leads the Maxar Shared Services organization, which includes IT, Facilities, Security, Enterprise Business Systems, Enterprise Risk Management and Procurement. Mr. Robertson previously served as Senior Vice President, Chief Information Officer and Chief Risk Officer of Maxar. Prior to joining Maxar, Mr. Robertson was the Chief Information Officer and Chief Information Security Officer at ADT Security Services. Mr. Robertson’s prior experience includes internet product and services startups, large program portfolio management and he spent 10 years at Andersen Consulting (now Accenture) leading finance and performance management innovation for customers. Mr. Robertson holds a bachelor’s degree in economics from Northwestern University.

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General Howell M. Estes III

Chair | Independent | Director since 2017 | Chair since 2019

Experience, Skills and Key Maxar Director Qualifications:

General Estes has been the President of Howell Estes & Associates, Inc., a consulting firm, since 1998. From 1965 to 1998, he served in the U.S. Air Force. At the time of his retirement from the Air Force, he was Commander-in-Chief of the North American Aerospace Defense Command and the United States Space Command and also Commander of the Air Force Space Command. General Estes previously served on the Board of Directors of Analytical Graphics, Inc., a software development company focused on spaceflight and national security through December 2020. He also previously served as a director of DigitalGlobe, Inc. In addition to a Bachelor of Science Degree from the U.S. Air Force Academy, he holds a Master of Arts Degree in Public Administration from Auburn University and is a graduate of the Program for Senior Managers in Government at Harvard’s JFK School of Government.

Other current public company directorships: None

Nick S. Cyprus

Independent | Director since 2017 | Audit and Finance Committee Chair | Risk Committee Member

Experience, Skills and Key Maxar Director Qualifications:

Mr. Cyprus is a corporate director. Mr. Cyprus was previously Vice President, Controller and Chief Accounting Officer of General Motors Company, an automotive manufacturer, from December 2006 to July 2013. Prior to joining General Motors Company, Mr. Cyprus served in various senior executive roles at Interpublic Group of Companies and AT&T Corporation. Mr. Cyprus sits on the Board of Directors of Trusted Media Brands, Inc. (f/k/a Reader’s Digest Association, Inc.) and is the Chair of its Audit Committee. He previously served as a director of DigitalGlobe, Inc. and Volt Information Sciences, Inc. Mr. Cyprus holds a Master of Business Administration from New York University’s Stern School of Business and a Bachelor of Science Degree in Accounting from Fairleigh Dickinson University and is a licensed CPA in New Jersey.

Other current public company directorships: None

Roxanne J. Decyk

Independent | Director since 2019 | Nominating and Corporate Governance Committee Chair | Compensation Committee Member

Experience, Skills and Key Maxar Director Qualifications:

Ms. Decyk is a corporate director. She retired as Executive Vice President of Global Government Relations for Royal Dutch Shell plc, an oil, gas, chemical and refined petroleum products company, in December 2010, after serving in that position since June 2009. From 2008 until June 2009, Ms. Decyk served as Corporate Affairs and Sustainable Development Director of Royal Dutch Shell plc and from July 2005 to 2008, she served as Corporate Affairs Director. Prior to this, Ms. Decyk was Director International of Shell International B.V., Senior Vice President Corporate Affairs and Human Resources of Shell Oil Company and Vice President of Corporate Strategy of Shell International Limited. Ms. Decyk was previously a director of DigitalGlobe, Inc., Weatherford

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International plc and Ensco PLC. Ms. Decyk earned a Bachelor of Arts degree from the University of Illinois at Urbana-Champaign in English literature and a Juris Doctorate from Marquette University School of Law.

Other current public company directorships: None

Joanne O. Isham

Independent | Director since 2016 | Compensation Committee Member | Risk Committee Member

Experience, Skills and Key Maxar Director Qualifications:

Ms. Isham is President of Isham Associates LLC, a consulting firm and a founder of Veros Global Solutions, LLC. She had a distinguished career as a Senior Executive in the U.S. Intelligence Community until her retirement in 2006. She held numerous leadership and senior policy positions, serving as Deputy Director, National Geospatial-Intelligence Agency (NGA); Deputy Director, Science and Technology, Central Intelligence Agency (CIA); Director, Congressional Affairs, CIA; and Director, Legislative Affairs, National Reconnaissance Office (NRO). Subsequently, Ms. Isham held executive positions with BAE Systems, Inc., High Performance Technologies, Inc., L 1 Identity Solutions, Inc and NextFed. Ms. Isham previously served as a director of Redwire Corporation. Ms. Isham holds a Bachelor of Arts degree in Government and International Studies from the University of Notre Dame.

Other current public company directorships: None

Daniel L. Jablonsky

Director since 2019 | President and CEO since 2019

Experience, Skills and Key Maxar Director Qualifications:

Mr. Jablonsky is our President and CEO. Mr. Jablonsky joined Maxar in 2017 after its acquisition of DigitalGlobe and served as President of DigitalGlobe until his appointment as Maxar’s CEO in 2019. Prior to its acquisition, while at DigitalGlobe, Mr. Jablonsky served as Senior Vice President, General Counsel and Corporate Secretary from March 2012 until October 2017 and General Manager, International Defense & Intelligence. Prior to this, Mr. Jablonsky served as Senior Corporate Counsel, Securities and Mergers & Acquisitions and subsequently as the Interim Co General Counsel of Flextronics International Ltd. Mr. Jablonsky previously was in house counsel at UBS Financial Services, Inc., served in the enforcement division of the U.S. Securities and Exchange Commission and practiced corporate and securities law with Brownstein Hyatt Farber Schreck, LLP and O’Melveny & Myers LLP. Mr. Jablonsky also served as a surface warfare officer and nuclear engineer in the United States Navy prior to attending law school. Mr. Jablonsky holds a B.S. in Mechanical Engineering from the United States Naval Academy and a Juris Doctor degree from the University of Washington School of Law.

Other current public company directorships: None

General C. Robert Kehler

Independent | Director since 2016 | Compensation Committee Member | Risk Committee Chair

Experience, Skills and Key Maxar Director Qualifications:

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General Kehler is a corporate director. General Kehler had a distinguished military career with a deep focus on U.S. military space strategy, policy and operations. He served as Commander, U.S. Strategic Command; Commander, Air Force Space Command; Deputy Commander, U.S. Strategic Command; Director, National Security Space Integration; and Commander of both the 21st and 30th Space Wings. General Kehler also serves as a director of AerSale Corporation, and is a member of their Compensation Committee, and as a non-Executive Director of Connect Bidco Ltd. (parent of Inmarsat) where he is a member of their Remuneration Committee. In 2022, the governor of Virginia appointed General Kehler to the board of the Virginia Commercial Space Flight Authority. General Kehler joined the U.S. Air Force in 1975 as a Distinguished Graduate of the Pennsylvania State University R.O.T.C. program, has Master’s degrees from the University of Oklahoma in Public Administration and from the Naval War College in National Security and Strategic Studies and has completed executive development programs at Carnegie-Mellon University, Syracuse University and Harvard University’s JFK School of Government.

Other current public company directorships: AerSale Corporation (NASDAQ: ASLE)

Gilman Louie

Independent | Director since 2020 | Audit and Finance Committee Member | Risk Committee Member

Experience, Skills and Key Maxar Director Qualifications

Mr. Louie has been the Managing Partner of Alsop Louie Partners, an early stage venture capital fund, since 2006. From 2016 until July 2020, Mr. Louie was the chair of the board of Vricon, Inc., a provider of global 3D geospatial data and visualization for military, government and enterprises. Mr. Louie was also the first Chief Executive Officer and President of In-Q-Tel, the first venture capital fund for the United States Central Intelligence Agency, from its founding in 1999 until 2006. Mr. Louie is also a director of Niantic, the world leading publisher of augmented reality games and Aerospike, an open source flash-optimized NoSQL database built for enterprise to service large scale, high speed, highly reliable and consistent transactional applications. Mr. Louie has also served as an advisor to many Department of Defense advisory boards and recently served as Commissioner of the National Security Commission on Artificial Intelligence, an independent Commission that considers the methods and means necessary to advance the development of artificial intelligence, machine learning and associated technologies to comprehensively address the national security and defense needs of the United States. Mr. Louie is the Chairman of the Board of Visitors of the National Intelligence University and Chairs the Federation of American Scientists. Mr. Louie also serves as the CEO of LookingGlass Cyber Solutions and the CEO of the American Frontier Fund, a 501(c)3. Mr. Louie holds a B.S. in Business Administration from San Francisco State University and has completed the Advanced Management Program/International Senior Management Program from the Harvard University Graduate Business School.

Other current public company directorships: None

L. Roger Mason, Jr.

Independent | Director since 2017 | Audit and Finance Committee Member | Nominating and Corporate Governance Committee Member

Experience, Skills and Key Maxar Director Qualifications:

Dr. Mason has been the President of Peraton’s Space & Intelligence sector since January 2018. Prior to joining Peraton, Dr. Mason was the Senior Vice President and Chief Security Officer of Noblis, a nonprofit science, technology and strategy organization from January 2014 until December 2017. Prior to joining Noblis, from May 2009 to January 2014, Dr. Mason was the Assistant Director of National Intelligence for Systems and Resource Analyses (ADNI/SRA). Dr. Mason is currently on the board of directors of U.S. Geospatial Intelligence Foundation, a 501(c)3 organization and previously served as its chair of the board. Dr. Mason previously

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served as a director of DigitalGlobe, Inc. and as a director of the Intelligence and National Security Alliance, a 501(c)6 organization. Dr. Mason earned his doctorate and master’s degrees in engineering physics (nuclear) from the University of Virginia, a master’s degree in business administration from Northwestern University (Kellogg School) and a bachelor’s degree in physics from The George Washington University.

Other current public company directorships: None

Heather A. Wilson

Independent | Director since 2021 | Compensation Committee Member | Risk Committee Member

Experience, Skills and Key Maxar Director Qualifications:

Dr. Wilson has served as President of The University of Texas at El Paso since August 2019. Previously, Dr. Wilson was the Secretary of the United States Air Force from May 2017 through May 2019 and President of the South Dakota School of Mines and Technology from June 2013 through May 2017. From 1998 to 2009, Dr. Wilson represented Albuquerque, New Mexico in the U.S. House of Representatives, where she was a senior member of the House Energy and Commerce Committee and Chair of the House Intelligence Subcommittee on Technical and Tactical Intelligence. She is a former U.S. Air Force officer. Dr. Wilson previously served on the Boards of Peabody Energy (NYSE: BTU) from August 2013 through April 2017 and Raven Industries (NASDAQ: RAVN) from February 2016 to May 2017. Dr. Wilson is a member of the National Science Board and chairs the Women in Aviation Advisory Board of the Federal Aviation Administration. Dr. Wilson holds a Bachelor of Science Degree from the U.S. Air Force Academy and earned her Master’s and Doctoral degrees from Oxford University in England as a Rhodes Scholar.

Other current public company directorships: None

Eric J. Zahler

Independent | Director since 2014 | Compensation Committee Chair | Nominating and Corporate Governance Committee Member

Experience, Skills and Key Maxar Director Qualifications:

Mr. Zahler is Co-founder and Managing Member of Monocle Partners, LLC and was President and Chief Executive Officer of Monocle Acquisition Corp, from August 2018 until December 2020. He previously served as Managing Director of Sagamore Capital Group LLC from 2008 to 2018. From February 2000 to November 2007, Mr. Zahler was President and Chief Operating Officer of Loral Space & Communications Inc., a global satellite communications services provider and a manufacturer of commercial satellites. From 1992 to 2000, Mr. Zahler held varying senior-level management positions at Loral and its predecessor companies. Mr. Zahler was an attorney at Fried, Frank, Harris, Shriver & Jacobson LLP for seventeen years, where he was elected Partner in 1983. Mr. Zahler currently serves as a director of AerSale Corporation and is a member of their Compensation Committee. Mr. Zahler holds a Bachelor of Science degree in mathematics from Yale University and a law degree from Harvard Law School.

Other current public company directorships: AerSale Corporation (NASDAQ: ASLE)

Eddy Zervigon

Independent | Director since 2019 | Audit and Finance Committee Member | Nominating and Corporate Governance Committee Member

Experience, Skills and Key Maxar Director Qualifications:

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Mr. Zervigon is the Chief Executive Officer of Quantum Xchange, Inc., a cybersecurity company. He has been a Special Advisor at Riverside Management Group, a boutique merchant bank since 2012. Previously, he was a Managing Director in the Principal Investments Group at Morgan Stanley & Co. LLC, a global financial services firm, from 1997 to 2012. Prior to joining Morgan Stanley, Mr. Zervigon was a Certified Public Accountant at Coopers & Lybrand (now PricewaterhouseCoopers LLP), a public accounting firm. Mr. Zervigon has served as a director of Bloom Energy Corp. since 2007 and serves as a member of its Audit Committee and as Chair of its Nominating, Governance and Public Policy Committee. He previously served as a director of DigitalGlobe, Inc. and Alta Loma Energy. Mr. Zervigon has a B.A. in accounting and a master’s degree in taxation from Florida International University and an M.B.A. from the Amos Tuck School of Business at Dartmouth College and is a licensed CPA in Florida.

Other current public company directorships: Bloom Energy Corp. (NYSE: BE)

Code of Ethics and Business Conduct

Our Board of Directors has adopted a Code of Ethics and Business Conduct that governs our Board of Directors, senior officers (including our Chief Executive Officer and Chief Financial Officer) and employees. Copies of our Code of Ethics and Business Conduct can be found on our website under Investors, Corporate Governance, Governance Documents at http://investor.maxar.com. We will post to our website any amendments and waivers to the Code of Ethics and Business Conduct that are required to be disclosed by the rules of either the SEC, the New York Stock Exchange (“NYSE”), or the Toronto Stock Exchange (“TSX”).

Audit and Finance Committee

We have a standing Audit and Finance Committee of the Board of Directors. The Audit Committee currently consists of four directors Messrs. Cyprus (chair), Louie, Mason and Zervigon. Each member of the Audit and Finance Committee qualifies as an independent director, as defined under the NYSE and TSX rules and Rule 10A-3 of the Exchange Act applicable to the Audit and Finance Committee members. The Board of Directors has determined that each of Mr. Cyprus and Mr. Zervigon qualifies as an audit committee financial expert as defined by applicable SEC rules.

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Executive Summary

The Compensation Discussion & Analysis (“CD&A") describes the Company’s compensation philosophy and program for the Named Executive Officers listed below during 2022. It also describes our 2022 performance and the compensation decisions made by the Compensation Committee (or the “Committee” within this CD&A).

Our compensation philosophy and governance guidelines are the foundation for our program design and decision-making. The approach to compensation is informed by the business strategy and the evolving landscape, stockholder feedback and the balance of attracting and retaining key talent. The key components are listed beginning on page 18 of this document, and our actions are highlighted throughout the document with a corresponding green check mark. √

2022 Say on Pay Vote Results, Stockholder Outreach and What We Heard    √

In 2022, we held a non-binding advisory vote of our stockholders on executive compensation (“Say on Pay”). Stockholders representing approximately 95% of our common stock in person or by proxy and entitled to vote on the proposal voted in favor of the Say on Pay proposal. Based on the overwhelming support of our stockholders, our Compensation Committee determined not to make any significant changes to our compensation program following our annual meeting. However, we continue to drive alignment of our executive compensation with stockholder interests and with this result, we continued our outreach efforts to: (1) listen to any stockholder concerns; (2) solicit feedback on our executive pay programs and potential changes; (3) answer any questions about Maxar’s executive pay strategy, or other governance related questions and (4) reinforce that Maxar’s business and compensation programs will continue to evolve.

This effort included highlighting Company actions and decisions through individual investor calls with management in April 2022, at analyst conferences, and Investor conferences. The outreach efforts were led by the Chair of the Compensation Committee, with support from Maxar’s Chief Human Resources Officer and others. The focus of these conversations was to discuss Maxar’s executive

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compensation program design, discuss our compensation philosophy and commitment to pay for performance, highlight our governance focus and gather feedback. What we heard:

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2022 Compensation-Related Actions    √

For 2022, the Board and Compensation Committee made the following key compensation determinations, which continue to reflect pay practices aligned with U.S. market expectations and further align our executives with stockholders.

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Objectives and Elements of our Compensation Program    √

The overall objectives of our compensation program allow us to:

Executives are generally eligible for programs aligned with all employees within their country of employment. Maxar offers minimal perquisites, primarily an executive physical program and an executive financial planning benefit. In the United States we do not offer pension or other retirement plans, other than a 401(k) retirement plan that is offered to our U.S. employees generally.

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Compensation Principles and Governance Highlights    √

The Compensation Committee has designed CEO and executive total compensation packages to drive actions that align with both the short-term and long-term interests of our stockholders, through application of the following principles:

Compensation Philosophy and Objectives    √

Maxar’s executive compensation philosophy is built on a commitment to link pay to performance and align our compensation incentives with stockholder interests. Executives are rewarded for achieving our key strategic business goals, and a substantial portion of each executive’s compensation opportunity is in the form of equity awards with value directly linked to our stock price. Our executive compensation program is also designed to attract and retain executive talent in a competitive marketplace and challenging business environment and to compensate executives at competitive, but responsible, levels. We maintain executive compensation and governance risk-mitigating best practices (such as clawback policies and executive and board stock ownership guidelines) to help ensure that our compensation programs do not encourage excessive risk taking. In addition, the majority of our compensation for our executives is in the form of equity, which further ties their interests to those of our stockholders. We believe that our balanced, performance-based approach best serves the interests of our stockholders.

A key component of our business strategy is to provide appropriate incentives to attract, retain and motivate top talent. The Compensation Committee has designed CEO and executive total compensation packages to drive actions that align with both the short-term and long-term interests of our stockholders and to provide value as the business continues to de-lever and profitably grow.

Executive Compensation Decision-Making Process    √

The Compensation Committee devotes significant time throughout the year to executive compensation matters in order to align executive pay with corporate performance and stockholder interests. In determining executive compensation, the Compensation Committee obtains input and advice from our independent compensation consultant and reviews recommendations from our CEO with respect to the performance and compensation of our other NEOs. Annually the Board of Directors, upon recommendation from the Compensation Committee, reviews and approves CEO compensation.

In determining appropriate executive compensation levels and design parameters, the Compensation Committee reviews the feedback we receive from investors and considers Maxar’s financial and stock price performance. The Compensation Committee structures the executive compensation program to: (1) link pay and performance; (2) align compensation with stockholder interests; (3) drive and support our business strategy; (4) attract and retain a qualified senior executive team to provide business continuity and strategic leadership; and (5) incorporate market and best practices with respect to compensation-related governance.

With the unprecedented uncertainty driven by the global dynamic business market and environment, the Compensation Committee retains discretion to review and modify metrics to ensure appropriate alignment of business objectives with stakeholder interests.

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Key Participants and Their Roles    √

The key roles and responsibilities of parties involved with executive compensation include the following:

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Engagement of Independent Compensation Consultant    √

The Compensation Committee again engaged Meridian Compensation Partners (“Meridian”) as its compensation consultant in 2022 to provide advice on compensation of the Company’s executive officers and Non-Employee Directors. Meridian did not provide any other services to the Company in 2022. Pursuant to SEC rules, the Compensation Committee has assessed the independence of the consultants engaged in 2022, and concluded that Meridian is independent and did not have any conflict of interest with the Company or any of its directors or executive officers.

Risk Considerations    √

While the Board of Directors has overall responsibility for risk oversight, each of the standing committees of the Board of Directors regularly assesses risk in connection with executing its responsibilities. As such, the Compensation Committee assesses the potential risks arising from our compensation policies and practices. The Compensation Committee and its independent compensation consultant reviewed and discussed the Compensation Committee’s risk assessment for 2022 including the governance components and roles and decision-making described earlier. The Compensation Committee determined that our compensation programs do not create risks that are reasonably likely to have a material adverse effect on our Company.

Compensation Competitive Analysis and Market Data    √

The Compensation Committee’s decision-making on executive pay levels and executive compensation program design is informed by benchmark compensation market data. However, executive compensation levels are not targeted to any particular reference point against peer group or other market data; instead the Compensation Committee reviews each individual’s compensation against available data, the executive’s background and experience, past performance where known, span and scope of the role and other factors as appropriate.

Executive compensation determinations are based on various factors, some of which include (1) the results of the competitive market analysis and peer practices; (2) input from the Compensation Committee’s independent consultant; (3) the Company’s performance; (4) the performance of each NEO and their contribution to our overall results; (5) each NEO’s experience, skill set, span of responsibilities and tenure and (6) internal equity. The weight of each factor is likely to vary from year to year and from executive to executive and, except as discussed in this Compensation Discussion and Analysis, executive compensation decisions are the result of the Compensation Committee’s (or the Board of Directors’, as the case may be) business judgement.

Peer Group    √

For 2022 compensation decisions, in the third quarter of 2021 the Compensation Committee, management and Meridian worked together to refine the Company’s peer group of public companies for executive compensation benchmarking. Following consideration of the business performance, the market capitalization (“Market Cap”) of the Company and the Company’s business, the Compensation Committee determined that the previous peer group needed to be adjusted to ensure appropriate benchmarking of executive compensation pay levels, pay structure and policies, in support of Company decision-making.

Maxar has few natural peers due to the Company’s unique mix of business offerings and operations, therefore companies were sought to represent the complexity of the Company and the markets in which Maxar competes for executive talent. The peer screening criteria included the following:

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Additional considerations included: (1) key competitors for executive and non-executive talent; (2) investor peers (and peers of those peers); and (3) other qualitative factors about peer candidate degree of business similarity to Maxar.

Some of Maxar’s closest business peers and competitors for talent from the list below exceeded the higher end of the revenue range, but the Compensation Committee determined to include them in the peer group given their similarities to Maxar otherwise.

The final benchmark peer group for 2022 compensation decisions includes companies from a cross-section of industries to help mirror Maxar’s business and operations. At the time of the competitive benchmarking analysis, the median revenue of the peer group was $2.6 billion compared to Maxar’s $1.7 billion revenue. The Compensation Committee viewed this positioning as appropriate while also taking this relative positioning into account when evaluating market data results. Market data results are just one factor among many that influence pay decisions at Maxar.

Given the changes in Maxar’s business size and strategy, as well as ongoing industry consolidation, the Compensation Committee will continue to review the peer group and criteria for alignment with the size and complexity of the Company on a regular basis.

The companies removed from the peer group for 2022 compensation decisions were: Aerojet Rocketdyne Holdings Inc, FLIR Systems, Inc., CAE Inc. and Cubic Corporation. Aerojet Rocketdyne Holdings, Inc., FLIR Systems, Inc. and Cubic Corporation were removed due to completed or pending merger and acquisition activity; CAE Inc. was removed due to business fit. Five companies were added to the peer group for 2022 compensation decisions: Parsons Corporation, HEICO Corporation, Perficient Inc., Iridium Communications, Inc., and Virgin Galactic Holdings, Inc.

In the third quarter of 2022, the Compensation Committee, management and Meridian reviewed the Company’s peer group of public companies for executive compensation benchmarking for 2023. The peer screening criteria and other considerations taken into account in the review were substantially similar to those described above. Following consideration of the business performance, the Company’s Market Cap, the Company’s Business and changes in the market due to consolidation, the Compensation Committee determined to remove ManTech International Corporation due to pending merger and acquisition activity.

We maintain stock ownership guidelines that apply to the CEO, other executive officers including the NEOs and our Non-Employee Directors. The Stock Ownership Guidelines require our directors and officers to hold shares of our common stock at the levels listed above. Shares counted for purposes of the guidelines include shares of common stock: (i) held directly or indirectly (either individually or in a brokerage account) or by or for the benefit of immediate family members; (ii) by trusts for the benefit of such person or such person’s immediate family members; (iii) in a retirement plan, or employee equity purchase or deferred compensation

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plan; and (iv) shares underlying restricted stock or RSU awards that vest solely based on the passage of time (provided that shares that would need to be withheld for taxes for employees shall be deducted).

Participants have until the later of the fifth anniversary of: (i) the original effective date of the policy of November 1, 2018; or (ii) their date of hire, promotion or appointment, as applicable, to come into compliance with the policy. With recent changes in stock price and newly increased ownership guidelines, the Compensation Committee is monitoring the compliance of NEOs and Board members with the enhanced guidelines. As of the date of this Amendment, all NEOs and Board members with greater than two years of service have met or exceeded their ownership guideline.

Please refer to Item 12, “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” for a presentation of the equity holdings of our directors and NEOs.

Clawback Policy    √

We maintain a clawback policy. This policy provides that in the event the Company must restate its financial statements due to its material noncompliance with any financial reporting requirement, within three years of the date of the first public filing of such financial statements, the Compensation Committee may direct the Company to seek to recover, any variable cash compensation and any incentive equity awards awarded or paid to the Company’s executive officers. In addition, if the Compensation Committee determines that the amount of any such variable compensation actually paid or awarded to the executive officer would have been lower had it been calculated based on such restated financial statements then the Compensation Committee may cancel or retract any variable compensation that has not yet been paid or settled and/or seek to recover from such executive officer the after-tax portion of the difference between the awarded compensation and the actual compensation that has been paid or settled. This clawback policy does not limit any other remedies the Company may have available to it in the circumstances, which may include, without limitation, dismissing an employee or initiating other disciplinary procedures. The provisions of this clawback policy are in addition to (and not in lieu of) any rights to repayment the Company may have under Section 304 of the Sarbanes-Oxley Act of 2002 (applicable to the Chief Executive Officer and Chief Financial Officer only) and other applicable laws.

Anti-Hedging and Pledging Policy    √

The Company’s Insider Trading Policy prohibits the Company’s directors, officers, employees, consultants and agents from engaging in hedging transactions or pledging the Company’s securities as collateral for a loan.

Employment Agreements and Severance Protections

We have entered into employment and severance agreements with certain of our NEOs, and our equity awards provide for continued or accelerated vesting in certain circumstances in connection with a termination of the award holder’s employment. We believe that these arrangements help to ensure the day-to-day stability and focus of our management team and are consistent with competitive practices.

For a description of the employment agreements and severance protections with our NEOs, please see the section “Employment Agreements and Severance Protections” below.

Benefits and Perquisites    √

The Company offers an elective annual executive medical evaluation, in coordination with our health insurance, as a perquisite to our NEOs. Additionally in 2022, we offered an executive financial planning benefit to provide individualized financial guidance and tax preparation to our executives. The Company believes that perquisites should not represent a significant portion of compensation to our NEOs.

Tax and Accounting Considerations    √

The financial reporting and income tax consequences of individual compensation elements are important considerations for the Compensation Committee when it is analyzing the overall level of compensation and the mix of compensation paid to our executive

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officers. The Compensation Committee considers the tax and accounting consequences of utilizing various forms of compensation. However, the Compensation Committee believes that it is important to preserve flexibility in administering compensation programs in a manner designed to promote varying corporate goals. Accordingly, we have not adopted a policy regarding financial reporting and income tax consequences to our executive compensation programs.

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In 2022, 85% of our CEO’s Total Direct Compensation was tied to performance and/or the value of our common stock and 79% of Total Direct Compensation for our other NEOs on average, was performance-based and/or had a value based on the value of our common stock.

2022 Short-Term Incentive Plan (STIP)

Maxar’s STIP is designed to motivate executives to achieve specified Board-approved financial performance goals that are established at the beginning of each year and that are aligned with the Company’s strategy and operating plan. The STIP provides the opportunity for individual executive payments to be adjusted based on performance in a range of 50% to 120% of funded individual target.

The STIP incorporated the following performance measures and weightings in 2022:

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Each NEO’s target annual cash incentive (expressed as a percentage of base salary) under the STIP for 2022 was: 110% for Mr. Jablonsky, 80% for Mr. Porter, 75% for Mr. Scott, 90% for Mr. Frazier and 70% for Mr. Nord. Each NEO’s maximum annual cash incentive for 2022 was capped at 200% of the target amount. In February 2022, Mr. Jablonsky’s target cash incentive was increased from 105% to 110% and Mr. Nord’s target cash incentive was increased from 65% to 70% to align with similar roles at other companies in the peer group.

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Performance goals for the 2022 performance measures were discussed with the Compensation Committee in February 2022 in conjunction with a review by the Board of the Company’s 2022 AOP and budget and approved later that month. The approved performance goals included performance targets and weightings to achieve threshold, target and maximum levels for the Company.

The table below illustrates the financial performance goals approved by the Compensation Committee for the 2022 STIP, the actual Company performance result for 2022 and the corresponding payout percentage of that component of the incentive opportunity. At the threshold level of performance, which is 90% of the target goal for Revenue, 85% for Corporate Adjusted EBITDA, and 29% for Corporate Free Cash Flow, 25% of the incentive can be earned, and at the maximum level, which is 110% of the goal for Revenue, 115% of the goal for Corporate Adjusted EBITDA and 71% for Corporate Free Cash Flow, the maximum possible achievement is 200% of target. Achievement between threshold and target, and target and maximum, is determined based on linear interpolation. The maximum potential achievement for WorldView Legion launch and Project Gaia was 150% and the maximum potential for ESG was 100%.

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Individual payouts under the STIP resulted from quantitative achievement on the measures described in the table above and an assessment of the executive’s performance. The CEO’s individual payout was recommended by the Compensation Committee and determined by the Board of Directors. The individual payouts for the other NEOs were approved by the Compensation Committee with input from the CEO. For 2022, our Compensation Committee approved that Mr. Jablonsky would receive a payment at the approved funding percentage of 61%, Mr. Porter would receive a payment at the approved funded percentage of 61%, Mr. Scott would receive an overall payment of 55% of his annual target, Mr. Frazier would receive an overall payment of 64% of his annual target and Mr. Nord would receive an overall payment of 50% of his annual target.

The table below details the actual payouts under the STIP for our NEOs for 2022 performance:

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Long-Term Incentive Plan (LTIP)

The 2022 annual equity awards were granted on February 24, 2022, with 50% of the grant comprised of performance-vested, equity-settled PSUs with 3-year performance metrics and 50% comprised of time-vested RSUs.

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The Compensation Committee granted our NEOs PSUs and RSUs based on the aggregate target values outlined in the table below. The Compensation Committee set the aggregate target values based on its consideration of peer and market compensation data and individual performance. The target values were converted into a number of PSUs or RSUs based on the closing price per share of our common stock on the applicable grant date.

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2022 RSUs

The RSUs granted to our NEOs in 2022 vest in three substantially equal installments on each of the first three anniversaries of the applicable grant date of February 24, 2022, subject to the NEO’s continued service with the Company through such vesting date. Also see the discussion in the Compensation Discussion and Analysis above under the heading “Employment Agreements and Severance Protections” and under “Payments and Potential Payments upon Termination or Change in Control” below for the severance provisions applicable to the awards.

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performance goal is not met. For performance between the applicable performance levels, the achievement factor will be determined using linear interpolation between the levels.

Vesting of the 2022 PSUs is also conditioned on the award recipient continuing in employment or service to us through the third anniversary of the grant date to receive any amounts eligible to vest based on performance earned in respect of the 2022 PSUs. In the event of a change in control of the Company, the 2022 PSUs will be earned and vest if (i) the 2022 PSUs are not assumed or substituted or (ii) the PSUs are assumed or substituted and the NEO’s employment or service is terminated without “cause” or for “good reason” (each, as defined in the 2019 Incentive Award Plan) during the one-year period following the change in control. In such case, the 2022 PSUs will be earned and vest based on the greater of (1) the number eligible to vest based on actual performance through an early measurement date in connection with such event, or (2) a prorated portion of the target number of target number of units subject to the award. Also see the discussion in the Compensation Discussion and Analysis above under the heading “Employment Agreements and Severance Protections”, under “Merger Agreement with Advent” below, and under “Payments and Potential Payments upon Termination or Change in Control” below for the severance provisions and other change in control provisions applicable to the awards

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The number of shares of common stock earned in respect of each performance measure is determined by multiplying the target number of 2021 PSUs allocated to such measure period by (1) in the case of the ACL PSUs, the weighted average of the ACL achievement factors for the three ACL performance periods under the awards (with ACL performance periods one and two weighted 25% each and performance period three weighted 50%) with the ACL achievement factors for the performance periods determined using the chart below and based on actual performance for the performance periods and (2) in the case of TSR PSUs, the TSR achievement factor determined using the chart below and based on actual performance for the TSR performance period. For each performance period, the achievement factor will be zero if the threshold performance goal is not met. For performance between the applicable performance levels, the achievement factor will be determined using linear interpolation between the levels.

Vesting of the 2021 PSUs is also conditioned on the award recipient continuing in employment or service to us through the third anniversary of the grant date to receive any amounts eligible to vest based on performance earned in respect of the 2021 PSUs. In the event of a change in control of the Company, the 2021 PSUs will be earned and vest if (i) the 2021 PSUs are not assumed or substituted or (ii) the PSUs are assumed or substituted and the NEO’s employment or service is terminated without “cause” or for “good reason” (each, as defined in the 2019 Incentive Award Plan) during the one-year period following the change in control. In such case, the 2021 PSUs will be earned and vest based on the greater of (1) the number eligible to vest based on actual performance through an early measurement date in connection with such event, or (2) a prorated portion of the target number of target number of units subject to the award. Also see the discussion in the Compensation Discussion and Analysis above under the heading “Employment Agreements and Severance Protections”, under “Merger Agreement with Advent” below, and under “Payments and Potential Payments upon Termination or Change in Control” below for the severance provisions and other change in control provisions applicable to the awards. Because our Merger Agreement (as defined below) with Advent (as defined below) provides a specified vesting level for the 2021 PSUs, no performance determination has been made with respect to the 2021 PSUs for the performance period ending December 31, 2022.

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2020 PSUs

We awarded PSUs to our NEOs in 2020 (2020 PSUs) that were similar in design to the 2021 PSUs. The 2020 PSUs were earned based on relative TSR against the Russell 2000 and ACL performance, with 50% of the 2020 PSUs allocated to the relative TSR performance measure and 50% allocated to the ACL performance measure, and with performance measured over the following two performance periods with 33% of the target number of shares subject to the award eligible to vest based on performance for the first performance period and 67% of the target number of shares subject to the award eligible to vest based on performance for the second performance period:

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The final performance period under the 2020 PSUs ended in 2022. The achievement factors for the 2020 PSUs were to be determined based on the performance goals set forth in the following charts.

Because our Merger Agreement with Advent provides a specified vesting level for the 2020 PSUs, no performance determination was made with respect to the 2020 PSUs for the performance period ending December 31, 2022 and the Compensation Committee approved the vesting of the awards at 175% of target level provided for in the Merger Agreement. Accordingly, on February 28, 2023

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(the vesting date under the 2020 PSUs for the performance period ending December 31, 2022) our NEOs vested in the number of 2020 PSUs set forth in the table below.

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2019 PSUs

We awarded PSUs to our NEOs in 2019 (2019 PSUs) that were similar in design to the 2020 PSUs. The 2019 PSUs were earned based on relative TSR against the Russell 2000 and ACL performance, with 50% of the 2019 PSUs allocated to the relative TSR performance measure and 50% allocated to the ACL performance measure, and with performance measured over the following three performance periods, with 25%, 25% and 50% of the target number of shares subject to the award allocated to each of the first, second and third, respectively, performance periods:

The final performance period under the 2019 PSUs ended in 2022. The TSR achievement factor for each performance period under the 2019 PSUs, including the final performance period, was determined as described above for the 2020 PSUs and determined applying the same achievement factor chart for each of the three performance periods under the 2019 PSUs.

For the final performance period under the 2019 PSUs, which ended on March 31, 2022, the Company’s relative TSR was at the 98th percentile relative to the index, resulting in a TSR achievement factor for the first performance period of 2.0.

As a result, on March 31, 2022 our NEOs vested in the number of 2019 PSUs set forth in the table below. The 2019 PSUs provided that any payout for a performance period up to the target number of PSUs eligible to vest for that performance period would be settled

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in shares of our common stock and any PSUs vesting above the target level for a performance period would be settled in cash based on the fair market value of a share of common stock in accordance with the terms of the 2019 PSU award agreement.

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The NEOs were required to continue their service through the end of each performance period to be eligible to receive any amounts earned in respect of the 2019 PSUs for that performance period.

Merger Agreement with Advent

As reported in a Current Report on Form 8-K that we filed with the SEC on December 16, 2022, on December 15, 2022 we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Galileo Parent, Inc., a Delaware corporation (“Parent”), Galileo Bidco, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and Galileo Topco, Inc. Parent and Merger Sub are affiliates of funds advised by Advent International Corporation (“Advent”).

Treatment of Equity Awards

The Merger Agreement provides that, among other things and on the terms and subject to the conditions of the Merger Agreement, each outstanding SAR, RSU (excluding any RSUs granted in 2023 to any individual who is not a Non-Employee Director of the Company), PSUs, and deferred stock unit outstanding as of the effective time of the merger provided for in the Merger Agreement will be settled in cash as provided in the Merger Agreement. The Merger Agreement also provides the following vesting levels for our PSU Awards: (a) for our 2020 PSUs, 175% of the target number of shares, (b) for our 2021 PSUs, 176% of the target number of shares, and (c) for our 2022 PSUs, 184% of the target number of shares. Each equity award that is granted by us in 2023 (all of which will be RSUs) will have (i) 33% of the shares subject to such RSU will be cashed out at the effective time of the merger, and (ii) the remaining number of shares covered by such RSU converted into a cash award based on the value of the merger consideration will be scheduled to vest and pay out in equal installments on January 1, 2024, and January 1, 2025, subject to the holder’s continued employment with us or earlier severance qualifying termination.

Retention Bonuses

In connection with the Merger, Maxar awarded each named executive officer a one-time cash retention bonus. Maxar awarded Mr. Jablonsky a retention bonus of $1,500,000, Mr. Frazier a retention bonus of $700,000, Mr. Porter a retention bonus of $500,000, Mr. Scott a retention bonus of $300,000 and Mr. Nord a retention bonus of $200,000. Each retention bonus was scheduled to vest with respect to one third of the award upon the effective time of the merger provided for in the Merger Agreement and with respect to the remaining two thirds of the award on the one-year anniversary of such effective time, subject to the recipient’s continued employment through the applicable vesting date (or such recipient’s earlier qualifying termination).

Accelerated Vesting of Certain Equity Awards

In December 2022, the Compensation Committee accelerated the vesting of certain equity awards and certain portions of the retention bonuses because it determined that the executives were both focused on consummating the transactions contemplated by the Merger Agreement and held other awards that were sufficient to incentivize them to remain employed with us through the consummation of

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such transactions, and that accelerating such equity awards could provide a significant tax savings for the executives. The Compensation Committee accelerated the vesting of the first third of the retention bonuses awarded to Mr. Jablonsky ($500,000 of his total retention bonus) and Mr. Nord ($66,667 of his total retention bonus). On December 28, 2022, the following equity awards were accelerated for Mr. Nord: 23,716 Performance Share Units that would have otherwise vested on December 31, 2023, 5,890 Restricted Share Units that would have otherwise vested on February 24, 2023, 5,891 Restricted Share Units that would have otherwise vested on February 24, 2024, 6,058 Restricted Share Units that would have otherwise vested on May 21, 2023, and 6,242 Restricted Share Units that would have otherwise vested on May 21, 2024.

Employment Agreements and Severance Protections

In September 2022, the Company entered into an amended and restated employment agreement with Mr. Jablonsky, and with respect to the other executive officers, entered into executive change in control and severance agreements, which superseded their prior employment arrangements with us. Maxar believes that reasonable severance payments and benefits provide for stability and focus, by reinforcing and encouraging the continued attention and dedication of our key executive officers to their duties of acting in the best interests of stockholders, by removing the distractions or uncertainty in circumstances which could arise from the occurrence of a change in control.

Daniel L. Jablonsky. On September 6, 2022, we entered into an amended and restated employment agreement with Mr. Jablonsky, which superseded his prior employment agreement with us. The agreement provides that Mr. Jablonsky’s employment with us is at-will. The agreement provides that Mr. Jablonsky will be eligible for equity awards with grant size and terms determined by our Board of Directors and/or our Compensation Committee.

Pursuant to his amended and restated employment agreement, in the event of a termination of employment by the Company without cause or termination by Mr. Jablonsky for good reason not in connection with a change in control of the Company, he will be entitled to the following: (i) 24 months of salary continuation; (ii) a prorated annual bonus for the year of termination, paid at the same time annual bonuses are paid to our other executives; (iii) continued vesting of his outstanding equity awards over the 12-month period following his termination; (iv) up to 24 months of continued coverage under our group health plan (or reimbursement for such costs); and (v) outplacement services at the Company’s cost.

Under the amended and restated employment agreement, if Mr. Jablonsky experiences a termination of employment by the Company without cause or termination by Mr. Jablonsky for good reason that occurs during the period beginning three months before and ending 12 months after a change in control of Maxar, then he will be entitled to the following: (i) a payment equal to 2.99 times the sum of his then-current base salary plus his target annual bonus for the year of termination, generally payable in a lump sum unless the covered termination occurs before the change in control; (ii) full vesting acceleration of his outstanding equity awards, with any performance conditions calculated based on the higher of actual achievement and prorated target achievement; (iii) up to 36 months of continued coverage under our group health plan (or reimbursement for such costs) and (iv) outplacement services at the Company’s cost.

Additionally, if Mr. Jablonsky’s employment with us terminates due to his death or disability, he (or his estate) will be entitled to a prorated annual bonus for the year of termination, paid at the same time annual bonuses are paid to our other executives and continued vesting of his outstanding equity awards over the 12-month period following his termination.

Mr. Jablonsky’s (or his estate’s) receipt of any severance benefits under the agreement is subject to Mr. Jablonsky (or his estate) signing a general release of claims in favor of the Company.

Other NEOs. In September 2022, we entered into executive change in control and severance agreements with each of Messrs. Porter, Scott, Frazier and Nord. These agreements supersede the rights Mr. Porter had under his employment term sheet and Mr. Scott had under a Severance Protection Agreement (SPA). Pursuant to the agreement, in the event the executive’s employment is terminated by the Company other than for cause or if he resigns for good reason (each, as defined in the applicable agreement) not in connection with a change in control of the Company, he will be entitled to the following: (i) 18 months of base salary, payable in installments; (ii) a lump sum payment equal to 18 months of continued COBRA premiums; and (iii) outplacement services at the Company’s cost.

In the event the executive’s employment is terminated by the Company other than for cause or if he resigns for good reason during the period beginning three months before and ending 24 months following a change in control of Maxar (or, in the case of Messrs. Porter

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and Scott, on or during 24 months following a change in control), then he will be entitled to the following: (i) a payment equal to two times the sum of his then-current base salary plus his target annual bonus for the year of termination generally payable in a lump sum; (ii) a lump sum payment equal to 24 months of continued COBRA premiums; (iii) outplacement services at the Company’s cost; and (iv) full vesting acceleration of his outstanding equity awards, with any performance conditions calculated based on the higher of actual achievement and prorated target achievement unless otherwise set forth in the applicable award agreement.

Under Mr. Porter’s agreement (the “September 2022 Agreement with Mr. Porter), he is eligible to receive continued vesting of his outstanding equity awards granted prior to 2022 and extended exercisability of his options and SARs through their expiration dates in the event of (i) a termination without cause, for good reason or due to his death or disability, or (ii) his termination for any reason other than cause after the third anniversary of his employment start date. In addition, under Mr. Scott’s agreement, Mr. Scott is eligible to receive continued vesting of his equity awards upon his retirement, which is defined as a termination by the Company other than for cause after he attained the age of 65. As of December 31, 2022, Mr. Scott was not retirement eligible.

In addition, on September 15, 2022, Mr. Porter announced his intention to retire in 2023. In connection with this announcement, Mr. Porter and the Company entered into a letter agreement, dated September 15, 2022 (the “September 2022 Agreement with Mr. Porter”), pursuant to which Mr. Porter has agreed to continue in the role of Chief Financial Officer of the Company until the earlier of the appointment of his successor or March 31, 2023 and to provide transition support in a consulting role through March 31, 2024 to ensure an orderly transition of his responsibilities. In consideration of the foregoing, (i) Mr. Porter will remain eligible for a short-term incentive bonus from the Company with respect to 2022; (ii) the equity awards previously granted by the Company to Mr. Porter will continue to vest while he is providing such consulting services to the Company; and (iii) Mr. Porter will vest two-thirds of his performance stock units granted by the Company in 2022. Mr. Porter is not entitled to any additional compensation during the period of his consulting services.

The executive’s receipt of any severance benefits is subject to the executive signing a general release of claims in favor of the Company.

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Compensation Committee Report

Compensation Committee Interlocks and Insider Participation

General Kehler, Mr. Zahler, Dr. Wilson and Mmes. Decyk and Isham each served on the Compensation Committee during 2022. No member of the Compensation Committee: (i) is or has ever been an officer or employee of the Company; (ii) during the last year, had any relationships requiring disclosure by the Company under Item 404 of Regulation S-K promulgated by the SEC or (iii) is an executive officer of another entity at which one of our executive officers serves either as a director or on its compensation committee.

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