DEF 14A 1 ny20008349x2_def14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐			Preliminary Proxy Statement
☐			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒			Definitive Proxy Statement
☐			Definitive Additional Materials
☐			Soliciting Material Pursuant to §240.14a-12

ASTRA SPACE, INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒			No fee required.
☐			Fee paid previously with preliminary materials
☐			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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Astra Space, Inc.

2023 Annual Meeting of Stockholders and Proxy Statement

Fellow Stockholders:

I cordially invite you to attend the 2023 annual meeting of stockholders (the “Annual Meeting”) of Astra Space, Inc., which will be held on June 8, 2023, at 10:00 a.m., Pacific Time at www.virtualshareholdermeeting.com/ASTR2023. The Annual Meeting is again being held virtually to facilitate greater attendance and participation by our stockholders, directors, officers and other stakeholders.

Attached to this letter are the Notice of Annual Meeting of Stockholders and Proxy Statement, which describe the business to be conducted at the Annual Meeting. These proxy materials are being sent to our stockholders of record at the close of business on April 10, 2023. The Proxy Statement also contains instructions on how to access our Proxy Statement and Annual Report online, along with providing directions on how vote online, by mail, or by telephone.

Your vote is important. Whether or not you plan to attend the Annual Meeting, we hope you will vote as soon as possible.

On behalf of the Board of Directors and management, it is my pleasure to express our appreciation for your continued support.

			Sincerely,

			Chris Kemp
			Chairman of the Board and Chief Executive Officer

THIS PROXY STATEMENT AND THE PROXY CARD ARE

BEING DISTRIBUTED ON OR ABOUT APRIL 28, 2022.

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Astra Space, Inc.

1900 Skyhawk Street, Alameda, California 94501

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

When: Thursday, June 8, 2023, 10:00 a.m. Pacific Time

Where: Via the Internet at www.virtualshareholdermeeting.com/ASTR2023

We are pleased to invite you to join our Board of Directors and leadership team at the 2023 annual meeting of stockholders (the “Annual Meeting”) of Astra Space, Inc. (the “Company,” “we,” “our” or “us”). The Annual Meeting will be a completely virtual meeting, which will be conducted via live Internet webcast. You will be able to attend the Annual Meeting online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/ASTR2023. For more information about the Annual Meeting, including how stockholders can ask questions during the Annual Meeting, please see page 60 of the accompanying Proxy Statement.

ITEMS OF BUSINESS:

1.	To elect three Class III directors to serve until our 2026 Annual Meeting of Stockholders.

To approve a Certificate of Amendment to our Second Amended and Restated Certificate of Incorporation to effect a reverse stock split of all of the outstanding shares of our Class A Common Stock and Class B Common Stock at a ratio in the range of 1-for-5 to 1-for-15, with the final decision of whether to proceed with the reverse stock split and the exact ratio and timing of the reverse split to be determined by our Board of Directors, in its discretion, following stockholder approval (if obtained), but no later than June 8, 2024.

To approve the following actions with respect to the existing performance stock options granted to Chris Kemp, Adam London and Martin Attiq under the 2021 Omnibus Incentive Plan (the “Existing PSOs”), that, once vested, are exercisable for an aggregate 9,762,133 shares of our Class A Common Stock and which relate to our long-term incentive plan for senior executives:

(a)	Terminate the Existing PSOs as of the date of the 2023 annual meeting of stockholders; and

(b)

authorize the Compensation Committee to grant to each of Mr. Kemp, Dr. London and Mr. Attiq new performance stock options (the “New PSOs”), with the following parameters: (i) the New PSOs will have an exercise price equal to the fair market value of a share of Astra Space, Inc.’s Class A Common Stock on the date of grant; (ii) the number of shares of Class A common stock to which the New PSOs will be exercisable shall not exceed 4.0 million shares for Mr. Kemp and 1.0 million shares for each of Dr. London and Mr. Attiq, subject to adjustment if Proposal No. 2 is approved and the Board decides to effectuate a reverse stock split; (iii) vesting of the New PSOs will occur over a period of two to five years from the date of grant; and (iv) vesting shall be subject to performance metrics, in the case of clauses (i) through (iv) with the final decision as to the terms of such New PSOs to be determined by the Compensation Committee in its discretion, following stockholder approval (if obtained), but no later than July 31, 2023.

To approve an amendment to the Astra Space, Inc. 2021 Omnibus Incentive Plan (as amended) to increase the number of shares of Class A common stock authorized for issuance under the Plan by either (a) 237,867 shares, if the stockholders approve Proposal No. 3, or (b) 4,000,000 shares if the stockholders do not approve Proposal No. 3.

5.	To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023.

RECORD DATE:

You are entitled to vote if you were a stockholder of record at the close of business on April 10, 2023.

HOW TO VOTE:

Even if you plan to participate in the Annual Meeting, please vote right away using one of the following advance voting methods. Please ensure you have your proxy card or voting instruction form in hand and follow the instructions on the card or form.

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Via the Internet before the Annual Meeting:

You may vote at www.proxyvote.com, 24 hours a day, 7 days a week, up until 11:59 p.m. Eastern Time on June 7, 2023.

By phone:

You may vote 24 hours a day, 7 days a week, up until 11:59 p.m. Eastern Time on June 7, 2023, by calling (800) 690-6903 from a touch-tone phone.

By mail:

If you received a paper copy of the materials, you may mark, sign, date and mail your proxy card or voting instruction card in the enclosed, postage-paid address envelope, as soon as possible as it must be received by the Company prior to 6:00 p.m. Eastern Time on June 7, 2023, the day prior to the Annual Meeting.

Via Remote Communication during the virtual Annual Meeting:

You can vote electronically during the Annual Meeting. To be admitted to the Annual Meeting, please visit www.virtualshareholdermeeting.com/ASTR2023. Stockholders or their legal proxies must enter the 16-digit control number found on their proxy card, voting instruction form, or other proxy materials. You can find instructions for voting online during the virtual Annual Meeting on page 60 of the accompanying Proxy Statement.

			By Order of the Board of Directors,


			Matthew Sant, Corporate Secretary

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2023 ANNUAL MEETING OF STOCKHOLDERS

PROXY STATEMENT

PROXY STATEMENT SUMMARY			1
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS			3
PROXY STATEMENT			4
PROPOSALS TO BE VOTED ON			14
Proposal 1: Election of Class III Directors			14
Director Compensation			19
Proposal 2: Approval of Certificate of Amendment to Second Amended and Restated Certificate of Incorporation to Effect a Reverse Stock Split			20
Proposal 3: Termination of Existing Performance Stock Options to Chris Kemp, Adam London and Martin Attiq and Authorize the Grant of New Performance Stock Options at the Compensation Committee’s Discretion, subject to Certain Parameters			27
Proposal 4: Approval of an Amendment to the Astra Space, Inc. 2021 Omnibus Incentive Plan, as amended, to increase the number of shares of Class A Common Stock authorized for issuance under the 2021 Omnibus Incentive Plan			31
Proposal 5: Ratification of Independent Registered Public Accounting Firm for the Year Ending December 31, 2023			38
EXECUTIVE OFFICERS			39
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			39
EXECUTIVE COMPENSATION			41
PAY VERSUS PERFORMANCE			51
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS			53
AUDIT COMMITTEE REPORT			54
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			55
STOCKHOLDER PROPOSALS FOR THE 2024 ANNUAL MEETING			58
REQUESTING ADDITIONAL MATERIALS			58
HOUSEHOLDING OF PROXY MATERIALS			58
INFORMATION ABOUT THE MEETING AND VOTING			59
APPENDIX A: CERTIFICATE OF AMENDMENT TO SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ASTRA SPACE, INC.			A-1
APPENDIX B: 2021 OMNIBUS INCENTIVE PLAN (AS AMENDED)			B-1

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PROXY STATEMENT SUMMARY

ANNUAL MEETING OF STOCKHOLDERS OF

ASTRA SPACE, INC.

TO BE HELD ON JUNE 8, 2023

This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider before voting and you should read the entire Proxy Statement before you vote. For more complete information regarding Astra Space, Inc.’s 2022 performance, please review Astra Space Inc.’s Annual Report on Form 10-K (the “Form 10-K”) for the year ended December 31, 2022.

INTRODUCTION

The Board of Directors (the “Board”) of Astra Space, Inc. (“Astra,” the “Company,” “us,” “we,” “our” and any related terms) is soliciting proxies from stockholders for its use at the 2023 annual meeting of stockholders (the “Annual Meeting”), and at any adjournment or adjournments thereof. The Annual Meeting is scheduled to be held on June 8, 2023, at 10:00 a.m., Pacific Time, in a virtual meeting format at www.virtualshareholdermeeting.com/ASTR2023.

This Proxy Statement relates to the solicitation of proxies by the Board for use at the Annual Meeting.

PROPOSALS TO BE VOTED ON

Stockholders are being asked to vote on the following matters at the Annual Meeting:

Proposal			Board Recommendation
Proposal 1. Election of Directors (Page 14)
The Board and the Nominating and Corporate Governance Committee believe that each of the director nominees, Michèle Flournoy, Michael Lehman and Lisa Nelson, possess the necessary qualifications, attributes, skills and experiences to provide advice and counsel to the Company’s management and effectively oversee the business and the long-term interests of our stockholders.			FOR all of the director nominees
Michèle Flournoy, as a Class III director, is nominated to serve for a period of three (3) years, which term will expire at the 2026 Annual Meeting of Stockholders.
Michael Lehman, as a Class III director, is nominated to serve for a period of three (3) years, which term will expire at the 2026 Annual Meeting of Stockholders.
Lisa Nelson, as a Class III director, is nominated to serve for a period of three (3) years, which term will expire at the 2026 Annual Meeting of Stockholders.
Proposal 2. Approval of Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation to effect a reverse stock split of all of the outstanding shares of our Class A Class A Common Stock and Class B Common Stock (the “Reverse Stock Split Proposal”) (Page 20)
The Board has determined that is in the best interests of the Company and advisable for stockholders to approve the Reverse Stock Split Proposal to decrease the total number of shares of Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”) and Class B Common Stock, par value $0.0001 per share (“Class B Common Stock”), outstanding and proportionately increase the market price of the Class A Common Stock above $1.00 per share to satisfy the continuing listing requirements of the Nasdaq Capital Market. The Reverse Stock Split Proposal will not reduce the number of authorized shares of Class A Common Stock (which will remain at 400,000,000) or Class B Common Stock (which will remain at 65,000,000) and will not change the par value of the Class A Common Stock and Class B Common Stock (which, in each case, will remain at $0.0001 per share).			FOR

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Proposal			Board Recommendation
Proposal 3. Termination of Existing Performance Stock Options to Chris Kemp, Adam London and Martin Attiq and Authorize the Grant of New Performance Stock Options at the Compensation Committee’s Discretion, subject to Certain Parameters (the “LTIP Proposal”) (Page 27)
The Board, at the recommendation of the Compensation Committee, has determined that the existing performance stock options granted to Mr. Kemp, Dr. London and Mr. Attiq, that, once vested, are exercisable for an aggregate 9,762,133 shares of our Class A Common Stock, should be terminated and that new performance stock options should be granted to Mr. Kemp, Dr. London and Mr. Attiq, in the aggregate of no more than 6,000,000 shares of Class A Common Stock, with performance metrics more in line with our current strategic objectives and stock price. If approved, the grants will be subject to certain parameters regarding the exercise price, vesting and performance metrics, all of which will be determined by the Compensation Committee within those parameters.			FOR
Given the pause in our commercial launch operations to focus on the development of Launch System 2 and our focus on the growth of our space products business with the Astra Spacecraft Engine™, along with the continued decline in our stock price since the fourth quarter of 2021, shortly after the existing performance stock options were granted, both the Board and the Compensation Committee believe that the performance metrics underlying the existing performance stock options, when coupled with the precipitous stock price declines, will be difficult to achieve before their vesting expiration date of November 15, 2026. This, along with the fact that the existing performance stock options are significantly underwater, support the Board’s belief that the existing performance stock options do not serve the Board’s goals of driving financial performance and ultimately long-term stockholder value, nor do they serve as retention tools for Mr. Kemp, Dr. London or Mr. Attiq, as a significant portion of their compensation is tied to these existing performance stock options.
The Board and the Compensation Committee believe these actions are in the best interest of the Company and its stockholders and the stockholders are asked to (i) approve the termination of the existing performance stock options to Mr. Kemp, Dr. London and Mr. Attiq; and (ii) to authorize the Compensation Committee to issue new performance stock option grants to Mr. Kemp, Dr. London and Mr. Attiq, exercisable into no more than 4 million shares for Mr. Kemp and 1 million shares for each of Dr. London and Mr. Attiq and subject to certain other parameters described under Proposal 3 below as determined by the Compensation Committee.
Proposal 4. Approval of an amendment to the Astra Space, Inc. 2021 Omnibus Incentive Plan, as amended (the “Plan”) to increase the number of shares of Class A Common Stock authorized for issuance under the Plan by (a) 237,867 shares, if the stockholders approve the LTIP Proposal or (b) 4,000,000 shares, if the stockholders do not approve the LTIP Proposal (the “Omnibus Plan Proposal”) (Page 31)
The Board has determined that is advisable for stockholders to approve the Omnibus Proposal to ensure that a sufficient reserve of shares remains available for issuance to allow the Company to continue using equity incentives at the levels Astra deems necessary to attract and retain the services of individuals believed to be essential to its long-term growth and financial success. We intend to use these additional shares to support retention grants for employees (other than Mr. Kemp, Dr. London and Mr. Attiq) and to attract key talent for all areas of our business operations.			FOR

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Proposal			Board Recommendation
Proposal 5. Ratification of the appointment of PricewaterhouseCoopers LLP as Astra’s independent registered public accounting firm for the 2023 fiscal year (the “PwC Ratification Proposal”) (Page 38)
The Audit Committee and the Board believe that the retention of PricewaterhouseCoopers LLP (“PwC”) as the Company’s independent registered public accounting firm for the year ending December 31, 2023, is in the best interests of the Company and its stockholders. As a matter of good corporate governance, stockholders are being asked to ratify the Audit Committee’s selection of PwC.			FOR

WHERE TO FIND MORE INFORMATION

Please see the “Information about the Meeting and Voting” section below for important information about the proxy materials, record date, voting shares, and the Annual Meeting.

LEARN MORE ABOUT ASTRA

You can learn more about Astra, view our corporate governance materials, and much more by visiting our website, https://astra.com. Information contained on our website is not incorporated into or a part of this Proxy Statement.

Please also visit the Annual Meeting website at www.proxyvote.com to easily access the Company’s proxy materials or vote through the Internet.

FORWARD-LOOKING STATEMENTS

This Proxy Statement contains information that may constitute “forward-looking statements.” Generally, the words “believe,” “expect,” “intend,” “plan,” “seek,” “estimate,” “anticipate,” “project,” “will” and similar expressions identify forward-looking statements, which generally are not historical in nature. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. All statements that address operating performance, events or developments that we expect or anticipate will occur in the future, including statements expressing general views about future operating results, are forward-looking statements. Management believes that these forward-looking statements are reasonable as and when made. However, caution should be taken not to place undue reliance on any such forward-looking statements because such statements speak only as of the date when made. Astra undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. In addition, forward-looking statements are subject to certain risks and uncertainties that could cause Astra’s actual results to differ materially from historical experience and our present expectations or projections. These risks and uncertainties include, but are not limited to, those described in Part I, “Item 1A. Risk Factors” in our Form 10-K and those described from time to time in our future reports filed with the United States Securities and Exchange Commission (the “SEC.”).

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

The e-proxy rules of the U.S. Securities and Exchange Commission (the “SEC”) require companies to post their proxy materials on the Internet and permit them to provide only a Notice of Internet Availability of Proxy Materials to stockholders. For this Proxy Statement, we have chosen to follow the SEC’s “full set” delivery option and therefore, although we are posting a full set of our proxy materials (this Proxy Statement, our Form 10-K, and our form of Proxy Card (the “Proxy Card”)) online, we are also mailing a full set of our proxy materials to our stockholders. This Proxy Statement, the Form 10-K, and the Proxy Card are available at https://investor.astra.com.

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PROXY STATEMENT

We are providing these proxy materials to you in connection with the solicitation of proxies by the Board for the Annual Meeting and for any adjournment or postponement of the Annual Meeting. The Annual Meeting will be held virtually via the Internet on Thursday, June 8, 2023, 10:00 a.m. Pacific Time, at www.virtualshareholdermeeting.com/ASTR2023.

You are receiving this Proxy Statement because you own shares of our Class A Common Stock or Class B Common Stock, entitling you to vote at the Annual Meeting. By use of a proxy, you can vote whether or not you attend the Annual Meeting. This Proxy Statement describes the matters on which we would like you to vote and provides information on those matters.

ABOUT ASTRA

Astra’s mission is to improve life on Earth from space by launching a new generation of space products and services. These products and services are enabled by new constellations of small satellites in Low Earth Orbit (“LEO”), which have rapidly become smaller, cheaper, and many times more numerous than traditional satellites. We believe that frequent, reliable, dedicated launches and space products enabled by scaled manufacturing are the keys to accelerating the growth of the space economy.

Astra aims to develop and operate a mass-producible dedicated mobile orbital launch system. Our system consists of a small launch vehicle that can be transported inside standard shipping containers and mobile ground launch infrastructure that we designed to be rapidly deployed anywhere in the world we are licensed to operate and where our spaceports are located. This system is designed by Astra and manufactured in Astra’s vertically-integrated rocket factory in Alameda, California, which we have designed to manufacture and integrate the majority of the components. Our launch system requires a launch site with little more than a concrete pad and only six Astra employees on-site. Our system is designed to meet the needs of modern LEO satellite constellations, allowing precise and rapid placement of individual satellites into their required orbits. We believe this makes Astra’s system more responsive and affordable than other launch alternatives for the thousands of LEO satellites which commercial companies and governments plan to launch in the coming decade.

We have made significant progress in the development of our launch capabilities to date. On November 20, 2021, we successfully launched launch vehicle LV0007 into orbit at an inclination of 86.0 degrees, an altitude of 500 km and velocity of 7.61 km/s, making Astra one of the fastest U.S. companies to have successfully demonstrated the orbital placement of a test payload. We commenced paid commercial launch services in 2022. To date, we have had three commercial launches and have delivered 23 satellites into low earth orbit.

During the third quarter of 2022, we decided to focus on the development and production of the next version of our launch system, which we announced at our inaugural Spacetech Day on May 12, 2022. As a result, we have discontinued the production of launch vehicles supported by our previous launch system, Launch System 1, and commenced development of our new launch system, Launch System 2. We anticipate conducting our first test launch of Launch System 2 by the end of 2023 and commencing commercial launches beginning in 2024.

In addition to Launch Services, we also offer Space Products to LEO operators. Currently, under our Space Products segment, we offer an industry leading spacecraft engine platform consisting of two in-space electric propulsion systems. In 2022, we began delivery of our Astra Spacecraft Engines^TM to our customers. Currently, our spacecraft engines have more than 600 on-orbit burns making it one of the most proven spacecraft engine products in the market.

We believe that these two operating segments will create an integrated space services platform that will allow our customers to focus on innovative applications rather than investing in bespoke satellite development and separately contracting Launch Services. Further details of our current and expected future service offerings are provided below.

•

Launch Services — To provide rapid, global, and affordable Launch Services to satellite operators and governments. We have conducted launch operations from Pacific Spaceport Complex in Kodiak, Alaska and Cape Canaveral Space Force Station in Cape Canaveral, Florida. We plan to add additional launch sites in diverse locations based on our customers' inclination requirements and as we increase the frequency of launches.

•

Space Products — To design and provide space products based on the customers' needs for a successful satellite launch. Currently we offer two in space electric propulsion systems. Our offering consists of the design and delivery of a propulsion module comprised of a thruster, a power processing unit, a tank and a feed system.

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Our ability to achieve these goals and objectives by our planned timelines are conditional upon a number of factors, including our ability to successfully and timely develop our launch vehicles and our ability to effectively market and sell our services and products. See Part I, Item 1A. “Risk Factors” in the Form 10-K and subsequent filings with the SEC for additional factors that could affect our ability to achieve these goals.

CORPORATE GOVERNANCE FRAMEWORK

The Board has adopted a Code of Business Conduct and Ethics (the “Code of Conduct”) that, along with Astra’s Second Amended and Restated Certificate of Incorporation (the “Charter”), Astra’s Amended and Restated Bylaws (the “Bylaws”) and the charters of the committees of the Board (the “Committees”), provide the framework for the governance of the Company. The Code of Conduct applies to all of our directors, officers, and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions, and is available on the “Governance Overview” section of Astra’s investor relations website at https://investor.astra.com. The charters for all of our Committees as well as our Corporate Communications Policy and Whistleblower and Complaint Policy are also available on the “Governance Overview” section of Astra’s investor relations website at https://investor.astra.com. In addition, we will post on our website all other disclosures that are required by law or the listing standards of Nasdaq concerning any amendments to, or waivers from, any provision of the Code of Conduct. These documents are also available in print to any stockholder upon request. Stockholders who desire to receive such items in print may request them from Astra’s Corporate Secretary by writing to Astra Space, Inc., Attn: Corporate Secretary, 1900 Skyhawk Street, Alameda, California 94501.

Board Structure and Leadership

The Board consists of seven directors as of April 28, 2023. In accordance with the terms of the Charter and Bylaws, the Board is divided into three classes, Classes I, II and III, each to serve a three-year term, except for the directors’ initial terms. As of the date of this Proxy Statement, the Class I directors are Chris Kemp and Adam London, the Class II directors are Julie Cullivan and Scott Stanford, and the Class III directors are Michael Lehman, Michèle Flournoy and Lisa Nelson. The terms of Class III directors expire at the Annual Meeting, the terms of the Class I directors expire at the 2024 annual meeting of stockholders, and the terms of Class II directors expire at the 2025 annual meeting of stockholders.

Mr. Kemp has served as Chairman of the Board and Chief Executive Officer (“CEO”) since June 30, 2021, when we closed on our Business Combination Agreement dated February 2, 2021 (the “Business Combination”). The Board regularly reviews the leadership structure of the Company, including whether the position of Chairman should be held by an independent director. In connection with Mr. Kemp’s appointment, the Board determined that it was in the best interests of Astra stockholders to keep the Chairman and CEO roles combined. The Board reached this decision in light of Mr. Kemp’s significant industry and leadership experience, including having served as the CEO and President of Astra Space, Inc., now known as Astra Space Operations, Inc. (“Legacy Astra”) since September 28, 2016. The Board also believes that Mr. Kemp is well positioned to effectively connect the Board and Astra management as he continues to work to establish Astra’s strategic framework and orchestrate its long-term plan. Additionally, Mr. Kemp’s employment agreement contemplates and provides for this combined role. Over the course of his tenure at Astra, (including Legacy Astra), he has worked to develop a process through which each component of this strategic framework is reviewed with the Board on a regular basis.

As Chairman of the Board and pursuant to the Bylaws, Mr. Kemp presides at all Board and stockholder meetings, serves as the primary spokesperson for Astra and acts as a liaison between the Board and the stockholders. As CEO and pursuant to the Bylaws, Mr. Kemp supervises the business of the Company, subject to the direction of the Board.

When the Chairman of the Board is not an independent director, (as is the case here), a Lead Independent Director may be elected annually by the Board. The Board has elected Mr. Stanford to serve as Lead Independent Director. In this role, Mr. Stanford acts as principal liaison between the independent directors and the Chairman and CEO and works in tandem with Mr. Kemp in reviewing and approving meeting agendas for the Board and in facilitating timely and appropriate information flow to the Board, among other duties. Our Board has concluded that our current leadership structure is appropriate at this time. However, our Board will continue to periodically review our leadership structure and may make such changes in the future as it deems appropriate.

During the calendar year ended December 31, 2022, the Board held 4 regularly scheduled meetings and 3 special meetings. During the 2022 calendar year, each director on the Board attended more than 75% of the total number of Board meetings and meetings of the Committees on which he or she served.

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Executive Sessions

Independent directors of the Board met in executive session without management at every regularly scheduled meeting during the year ended December 31, 2022. Mr. Stanford, as the Lead Independent Director, led these executive sessions. Additionally, the Audit Committee is required to, and did, meet in executive session at least on an annual basis pursuant to its Charter. The Compensation Committee and Nominating and Corporate Governance Committee have not historically met in executive session during their regularly scheduled meetings, except when necessary to discuss sensitive matters outside the presence of management.

Independence of Directors

The Board has determined that five of its seven directors as of the date of this Proxy Statement are independent directors in accordance with the listing requirements of the Nasdaq Stock Market LLC (“Nasdaq”): Ms. Cullivan, Ms. Flournoy, Mr. Lehman, Ms. Nelson and Mr. Stanford. Under the rules of Nasdaq, independent directors must comprise a majority of a listed company’s board of directors. In addition, the rules of Nasdaq require that, subject to specified exceptions, each member of a listed company’s audit and compensation committees be independent and that director nominees be selected or recommended for the Board’s selection by independent directors constituting a majority of the independent directors or by a nominating and corporate governance committee comprised solely of independent directors. Under the rules of Nasdaq, a director will only qualify as “independent” if, in the opinion of that company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that such person is “independent” as defined by the applicable rules of Nasdaq and the Exchange Act.

Audit Committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act. In order to be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the Board or any other Board committee: (1) accept, directly or indirectly, any consulting, advisory or other compensatory fee from the listed company or any of its subsidiaries or (2) be an affiliated person of the listed company or any of its subsidiaries. Compensation Committee members must satisfy the independence criteria set forth in Rule 10C-1 under the Exchange Act. The Board has determined that all four members of our Audit Committee, Ms. Cullivan, Mr. Lehman, Ms. Nelson and Mr. Stanford, and all three members of our Compensation Committee, Mr. Lehman, Ms. Nelson and Mr. Stanford, have satisfied the applicable independence criteria under the Exchange Act for each such committee.

The Board based its independence determinations upon information requested from and provided by each director concerning their background, employment and affiliations, including family relationships. In making this determination, the Board considered the relationships that each such non-employee director has with our Company and all other facts and circumstances that the Board deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director. Mr. Kemp is not an independent director under these rules because he is our CEO. Dr. London is not an independent director under these rules because he is our Chief Technology Officer.

Board and Committee Evaluations

The Board conducts its annual performance evaluation of the Board as a whole and each of its Committees using in-person interviews with the chair of our Nominating and Corporate Governance Committee. These interviews use an open-ended question and answer format in a survey. All directors are required to assess the actions taken by the Board and each Committee on which the director serves during the past year and suggest changes or improvements for each Committee and the Board. The questions give each director an opportunity to provide candid observations and affirmative feedback to their peers and management. The Nominating and Corporate Governance Committee oversees the evaluation process.

The chair of our Nominating and Corporate Governance Committee combines the responses and then shares the themes and recommendations with the Board in executive session. The summary is used to promote open dialogue during the executive sessions of the Board and Committee meetings.

The Board believes this process evokes meaningful feedback. The process highlights the Board’s commitment to continuous self-improvement by identifying those issues that sometimes require honest and difficult conversations and supports the Board’s nomination and refreshment practices.

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Director Selection and Nomination Process

The Board has delegated to the Nominating and Corporate Governance Committee the task of identifying, considering, recruiting, reviewing, and recommending a slate of director nominees to be proposed by the Board to the stockholders, and recommending any director nominees to be elected by the Board to fill interim vacancies. It is the Board’s policy that directors should possess strong personal and professional ethics, integrity and values and be committed to representing the long-term interests of the stockholders. The Board is also intended to encompass a range of talents, ages, skills, diversity, and expertise sufficient to provide sound and prudent oversight with respect to the operations and interests of the business. Selection of candidates includes consideration of a range of diversity perspectives, including but not limited to professional experience, skills, knowledge, and length of service.

The biography for each of the director nominees included in this Proxy Statement indicate each nominee’s experience, qualifications, attributes and skills that led the Nominating and Corporate Governance Committee and the Board to conclude each such director should continue to serve as a director of the Company. The Nominating and Corporate Governance Committee and the Board believe that each of the nominees has the individual attributes and characteristics required of each of our directors, and the nominees as a group possess the skill sets and specific experience desired of the Board as a whole.

The Nominating and Corporate Governance Committee’s process for identifying and evaluating director nominees includes consultation with all directors, solicitation of proposed nominees from all directors, the engagement of one or more professional search firms, if deemed appropriate, interviews with prospective nominees by the Nominating and Corporate Governance Committee (and other directors, if deemed appropriate) and recommendations regarding qualified candidates to the full Board.

The Board is continually evaluating the need for Board refreshment and has been focused on identifying individuals whose skills and experiences will enable them to make meaningful contributions to the Company in light of Astra’s strategy and long-term plan. The Board also aims to strike a balance between the knowledge and understanding of the business that comes from longer-term service on the Board with the ideas and perspectives that can come from adding new members. The Nominating and Corporate Governance Committee will consider nominations by stockholders who recommend candidates for election to the Board in a similar manner as described above. A stockholder seeking to recommend a prospective candidate for the Committee’s consideration may do so by following the process described under “Stockholder Proposals for the 2024 Annual Meeting” below.

Board Diversity

The table below provides certain information with respect to the composition of our Board. Each of the categories listed in the table has the meaning ascribed to it in Nasdaq Listing Rule 5605(f).

Board Diversity Matrix (as of April 28, 2023)

Total number of directors: 7

Part I: Gender Identity	Female	Male	Non-Binary	Did Not Disclose Gender
Directors	3	4	—	—
Part II: Demographic Background
African American or Black	—	—	—	—
Alaskan Native or American Indian	—	—	—	—
Asian	—	—	—	—
Hispanic or Latinx	—	—	—	—
Native Hawaiian or Pacific Islander	—	—	—	—
White	2	4	—	—
Two or more Races or Ethnicities	1	—	—	—
LGBTQ+	—	—	—	—
Did Not Disclose Demographic Background	—	—	—	—

Board Role in Risk Oversight

The Board has overall responsibility for risk oversight, including, as part of regular Board and Committee meetings, general oversight of executives’ management of risks relevant to the Company. A fundamental part of risk oversight

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is not only understanding the material risks Astra faces and the steps management is taking to manage those risks, but also understanding what level of risk is appropriate for the Company. The involvement of the Board in reviewing Astra’s business strategy is an integral aspect of its assessment of management’s tolerance for risk and its determination of what constitutes an appropriate level of risk for the Company. While the full Board has overall responsibility for risk oversight and is currently overseeing Astra’s business continuity risks, it is supported in this function by its Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee. Each of the Committees regularly reports to the Board.

The Audit Committee assists the Board in fulfilling its risk oversight responsibilities by overseeing the management of financial risks, such as with respect to accounting matters, liquidity and credit risks, corporate tax positions, insurance coverage, insider trading, ITAR and other regulatory compliance risk, environmental risk and cash investment strategy and results, and risks relating to the performance of internal audit function and our independent registered public accounting firm, as well as Astra’s systems of internal controls and disclosure controls and procedures, along with processing information about cybersecurity risks and incidents, as needed. The Compensation Committee assists the Board by overseeing and evaluating Astra’s compensation policies, practices, and arrangements to determine whether they encourage excessive risk-taking. The Nominating and Corporate Governance Committee assists the Board by overseeing the management of risks associated with potential conflicts of interest and overseeing and evaluating programs and risks associated with Board organization, membership and structure, management succession, and corporate governance, ITAR and related regulatory compliance and environmental matters. In addition, the Board and its Committees receive periodic detailed operating performance reviews from members of management.

Director Attendance at Annual Meeting of Stockholders

We do not have a formal policy regarding the attendance of the Board members at our annual meetings of stockholders, but we expect all directors to make every effort to attend any meeting of stockholders. One of our then-serving Board members attended our 2022 annual meeting of stockholders.

COMMITTEES OF THE BOARD

The Board has established three standing committees — Audit, Compensation and Nominating and Corporate Governance — each of which operates under a charter that has been approved by the Board. The charters for each Committee are available in the “Governance Overview” section of Astra’s investor relations website at https://investor.astra.com.

Audit Committee

The members of our Audit Committee are Michael Lehman (Chair), Julie Cullivan, Lisa Nelson, and Scott Stanford. Ms. Cullivan joined the Audit Committee on February 1, 2023 and did not attend any Audit Committee meetings during the year ended December 31, 2022 because she was not yet a director. The Board has determined that each of Mr. Lehman, Ms. Cullivan, Ms. Nelson and Mr. Stanford satisfies the independence standards for audit committee purposes as that term is defined by the applicable rules of Nasdaq and the Exchange Act and that each has sufficient knowledge in financial and auditing matters to serve on the audit committee. The Board has also determined that Mr. Lehman qualifies as an “audit committee financial expert,” as defined under Item 407 of Regulation S-K. During the calendar year ended December 31, 2022, the Audit Committee held ten regularly scheduled meetings and no special meetings.

The primary purpose of the Audit Committee is to discharge the responsibilities of the Board with respect to our accounting, financial, and other reporting and internal control practices and to oversee our independent registered accounting firm. The Audit Committee’s specific responsibilities, among others, include:

•	Annually evaluate, determine the selection of and, if necessary, determine the replacement or rotation of the independent auditor, the lead audit partner and any other active audit engagement team.

•	Approve or pre-approve all auditing services (including comfort letters and statutory audits) and all permitted non-audit services by the independent auditor and pre-approve the related fees.

•

Ensure the receipt of, review, evaluate and discuss formal written reports, at least annually, from the independent auditor regarding the auditor’s independence, including a delineation of all relationships between the auditor and the Company. Review with the independent auditor the overall scope and plans for audits, including authority and organizational reporting lines and adequacy of staffing and compensation.

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Review with the independent auditor any noteworthy audit problems or difficulties, including any restrictions on the scope of the independent auditor’s activities or on access to requested information and any significant disagreements with management, and management’s response to such problems or difficulties.

•	Review and discuss with management and the independent auditor the Company’s system of internal controls, its financial and critical accounting practices and its policies relating to risk assessment and management.

•

Review with management the Company’s procedures and practices designed to provide reasonable assurance that: (i) the Company’s books, records, accounts and internal accounting controls are established and maintained in compliance with all applicable federal and state laws, regulations and requirements to which the Company is subject, and (ii) there are adequate company-level controls in place to prevent or detect (A) any improper or illegal disbursement of corporate funds or property of value or (B) the making of any arrangement on behalf of the Company which may provide for or result in the improper or illegal disbursement of funds or property of value, in order that the Company be in compliance with such laws and regulations.

•

On a timely basis, discuss with management and the independent auditors any correspondence with regulators or governmental agencies and any published reports, if any, that raise material issues regarding, or call into question the integrity of, the Company’s financial statements or accounting policies.

•

Establish procedures for the prompt internal reporting, including confidential reporting of violations of the Code of Conduct and receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, and the confidential, anonymous submissions by employees of concerns regarding questionable accounting or auditing matters and any other violations of the Company’s policies. Review any such complaints and submissions that have been received, including the current status and the resolution if one has been reached, and retain authority to determine the appropriate response and remedy.

•

Assist the Board in its oversight of risk, which includes without limitation overseeing the management of financial risks, such as with respect to accounting matters, liquidity and credit risks, corporate tax positions, insurance coverage, insider trading and cash investment strategy and results, and risks relating to the performance of the Company’s internal audit function and its independent registered public accounting firm, as well as the Company’s systems of internal controls and disclosure controls and procedures, and cybersecurity.

•	Develop procedures for employees to submit concerns anonymously about questionable accounting or audit matters.

•	Review policies on risk assessment and risk management.

•

At least annually, (i) obtain and review a report, orally or in writing, from the independent auditor describing the firm’s internal quality-control procedures and any material issues raised by the most recent internal quality-control review, or peer review, of the firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, with respect to one or more independent audits carried out by the firm, and any steps taken to deal with any such issues, and (ii) assess the auditor’s independence and all relationships between the independent auditor and the Company.

All audit services and all non-audit services, other than de minimis non-audit services, to be provided to us by Astra’s independent registered public accounting firm must be approved in advance by our Audit Committee.

Compensation Committee

The members of our Compensation Committee are Scott Stanford (Chair), Michael Lehman, and Lisa Nelson. The Board has determined that each member of the Compensation Committee satisfies the independence standards of the applicable rules of Nasdaq and Rule 10C-1 of the Exchange Act and is a “non-employee director” as defined in Section 16b-3 of the Exchange Act. The Compensation Committee may delegate any of the responsibilities of the full committee to subcommittees and may delegate such responsibilities of the full committee to the executive officers

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of Astra and other persons as may be permitted by applicable laws, rules or regulations, and in accordance with the listing standards set forth by Nasdaq, except that compensation actions affecting the CEO may not be delegated. During the calendar year ended December 31, 2022, the Compensation Committee held fourteen regularly scheduled meetings and one special meeting.

The primary purpose of the Compensation Committee is to discharge the responsibilities of the Board to oversee its compensation policies, plans and programs and to review and determine the compensation to be paid to its executive officers, directors and other senior management, as appropriate. Our Compensation Committee’s specific responsibilities, among others, include:

•	Review and establish the Company’s overall management compensation philosophy and policies.

•

Annually review, determine and approve corporate, individual and other goals and objectives relevant to the compensation of the CEO, review the evaluation of the CEO’s performance from the Nominating and Corporate Governance Committee and either as a committee or together with the other independent directors, determine and approve the compensation for the CEO based on the performance evaluation to the extent determined to be advisable, with the deliberations and voting on the CEO’s compensation to be conducted without the CEO present.

•

Annually review and approve compensation structure for other executive officers of the Company (including all individuals who are “insiders” subject to Section 16 of the Exchange Act (collectively, the “Senior Officers”)), including approval of salary, bonus, and incentive and equity compensation for executive officers.

•	Review and make recommendations to the Board about the form and amount of cash-based and equity-based compensation to be paid or awarded to the Company’s non-employee directors, including compensation for service on the Board or on committees of the Board.

•

Review and administer the Company’s equity-based compensation plans, management incentive compensation plans, grant awards under such plans and make recommendations to the Board about amendments to such plans (unless the authority to make amendments has been delegated to the Committee under such plans) and the adoption of any new compensation plans, including making recommendations for an increase in shares available for issuance under such plans.

•

Oversee the administration of and, if deemed necessary, amend the Company’s 401(k) plan and any deferred compensation plans (collectively, the “Designated Plans”), and if desired, delegate the routine administration of the Designated Plans to an administrative committee consisting of employees of the Company named by the Committee.

•	Review, consider and select, to the extent determined to be advisable, a peer group of appropriate companies for purposes of benchmarking and analysis of compensation for executive officers and directors and all employees.

•	Recommend to the Board any stock ownership guidelines for the CEO and the Senior Officers, other executives and non-employee directors, periodically assess compliance with these guidelines and recommend revisions as appropriate.

•	Produce, if required, a compensation committee report on executive compensation for inclusion in the Company’s Annual Report on Form 10-K and its annual proxy statement in accordance with Securities and Exchange Commission proxy and disclosure rules, or other similar filings.

•

Review, when applicable, the compensation discussion and analysis disclosures and any narrative disclosure regarding the Company’s compensation policies and practices as they relate to its risk management and are included in the Company’s Annual Report on Form 10-K, its annual proxy statement in accordance with SEC proxy and disclosure rules, or other similar filings.

•	Monitor the Company’s compliance with the requirements under the Sarbanes-Oxley Act of 2002 relating to loans to directors and officers.

•	Review and approve all Senior Officer employment contracts and other compensation, severance and change-in-control arrangements for current and former Senior Officers.

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•	Establish and review periodically policies and procedures with respect to perquisites.

•

Review the Company’s compensation policies, practices and arrangements to determine whether they encourage excessive risk-taking, review and discuss at least annually the relationship between risk management policies and practices and compensation and evaluate compensation policies and practices that could mitigate any such risk.

•	Maintain minutes of Committee meetings and report its actions and any recommendations to the Board on a periodic basis.

The Compensation Committee charter also provides that the Compensation Committee may, in its sole discretion, appoint, retain or obtain the advice of a compensation consultant, legal counsel, or other advisor and will have sole authority and direct responsibility to approve such compensation consultant’s or other advisor’s fees and other retention terms, to oversee the work of and to terminate such compensation consultant or other advisor, to pay from the funds of the Company reasonable compensation to such compensation consultant or other advisor retained by the compensation committee, and to provide for appropriate funding for such reasonable compensation, which will be provided by the Company and determined by the Compensation Committee. However, before selecting or obtaining the advice of a compensation consultant, legal counsel, or other advisor (other than in-house legal counsel), the Compensation Committee will consider all factors relevant to the independence of such consultant, counsel or other advisor from management, including the factors set forth in Nasdaq rules then in effect and any other applicable laws, rules, or regulations. After considering such factors, the Compensation Committee has appointed Aon’s Human Capital Solutions practice, a division of Aon plc (“Aon”), as the Committee’s compensation consultant. The Compensation Committee also obtains advice on compensation related matters from outside legal counsel, Cozen O’Connor P.C.

Nominating and Corporate Governance Committee

The members of our Nominating and Corporate Governance Committee as of the date of this Proxy Statement are Michèle Flournoy (Chair) and Lisa Nelson. The Board has determined that each member of the Nominating and Corporate Governance Committee satisfies the independence standards of the applicable rules of Nasdaq. During the calendar year ended December 31, 2022, the Nominating and Corporate Governance Committee held five regularly scheduled meeting and no special meetings.

Our Nominating and Corporate Governance Committee’s specific responsibilities, among others, include:

•

Identify individuals qualified to become members of the Board, consistent with criteria approved by the Board, receive nominations for such qualified individuals and review recommendations put forward by the Chief Executive Officer (the “CEO”), and recommend to the Board the director nominees for the next annual meeting of stockholders, taking into account each candidate’s ability, judgment and experience and the overall diversity and composition of the Board.

•	Recommend to the Board the classes of the Board on which such nominees should serve.

•	Recommend to the Board the directors who should serve as chairperson of the Board and Lead Director, if the chairperson is the chief executive officer.

•	Establish a policy under which stockholders of the Company may recommend a candidate to the Committee for consideration for nomination as a director.

•	If a vacancy on the Board or any Board committee occurs, identify and recommend to the Board qualified candidates to fill such vacancy.

•	Review, evaluate and recommend changes to the Board with respect to its size, composition and its committees.

•	Review and recommend committee slates annually and recommend additional committee members to fill vacancies as needed.

•	Clearly articulate to each director what service on the Board entails, including reference to the Company’s corporate governance guidelines and directors’ basic duties and responsibilities with respect to attendance at Board meetings, and advance review of meeting materials.

•	Provide for new director orientation and continuing education for existing directors on a periodic basis.

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•	Review from time to time and recommend to the Board changes to the Company’s certificate of incorporation, bylaws and other corporate governance policies and review on other corporate governance matters.

•

Develop and recommend to the full Board a set of corporate governance guidelines applicable to the Company that address, at a minimum, the following subjects: (i) selection and composition of the Board, (ii) Board membership criteria, (iii) Board compensation and performance evaluation, (iv) management succession, (v) director access to management and, as necessary and appropriate, independent advisers, and (vi) protocols for meetings of the Board.

•	Review the corporate governance guidelines on an annual basis, or more frequently if appropriate, and recommend changes as necessary.

•	Review the Company’s practices and policies with respect to directors, including retirement policies, the size of the Board, service of non-employee directors, the meeting frequency of the Board and the structure of Board meetings and make recommendations to the Board with respect thereto.

•	Periodically review and recommend any adjustments to the structure, functions, duties and composition of the Board and committees of the Board and make recommendations to the Board with respect thereto.

•	Review Company policies with respect to significant issues of corporate public responsibility.

•	Recommend to the Board or to the appropriate committee thereof processes for annual evaluations of the performance of the Board and the appropriate committees thereof.

•	Oversee such annual evaluation processes of the Board and its committees.

•	Structure, oversee and conduct the performance evaluation of the Chief Executive Officer and report to the Compensation Committee and the Board.

•	Review and approve all committee charters, including but not limited to, the audit committee charter, the compensation committee charter, the nominating and corporate governance committee charters.

•	Oversee the Company’s compliance with the listing requirements under Nasdaq, particularly as they relate to Board and committee independence and diversity.

•	Oversee the Company’s compliance with regulatory requirements applicable to its business, including the International Traffic in Arms Regulations.

•	Oversee the systems and processes established by the Company to ensure compliance with the Company’s Code of Business Conduct and Ethics and the Company’s conflict of interest policies, and consider and report to the Board any questions of possible conflicts of interest of members of the Board.

•	Oversee the Company’s engagement with and disclosures to stockholders and other interested parties concerning environmental, social and corporate governance (“ESG”) matters.

•	Oversee the development of the Company’s ESG policies and programs and approve ESG reporting metrics.

•	Review and evaluate corporate governance and ESG trends and report to the Board and make recommendations for policies related to ESG and review related ESG matters and opportunities for the Company.

•	Oversee the maintenance and presentation to the Board of management’s plans for succession to senior management positions in the Company.

•	Maintain minutes of Committee meetings and report its actions and any recommendations to the Board on a periodic basis.

•	Annually perform, or participate in, an evaluation of the performance of the Committee, the results of which shall be presented to the Board.

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ESG AND HUMAN CAPITAL

At Astra, we view our ESG responsibilities as paramount to our mission to Improve Life on Earth from Space^® and our vision to create a healthier and more connected planet. As described below, we seek to positively impact all stakeholders. Some of our efforts to further our focus on environmental, social and governance matters are described below and elsewhere in this Proxy Statement.

Environmental Matters

We strive to continuously Improve Life on Earth from Space^®. Our environmental efforts and our business and processes support the impact of our mission. To that end, we have designed our rockets out of simple and safe materials. Our first stage of the launch vehicle, the largest part, is made from aluminum, and upon falling to the ocean, becomes an artificial reef that then supports the flora and fauna in the ocean. Since Legacy Astra was founded in 2016, we have not had any major environmental controversies, which is indicative of the care and attention we take in the manufacture, testing and launch of our launch vehicles. The U.S. Federal Aviation Administration (the “FAA”) regulates and licenses all of our launch activities. This regulatory process includes an environmental review that makes a determination of whether Astra's activities negatively impact the environment. Stated simply, we cannot launch if the FAA determines that our activities will pose significant hazards to people or the environment. To date, the FAA has approved all of our launches, which includes this environmental approval. We are subject to federal, state, local, and foreign laws, regulations, and ordinances relating to the protection of the environment, including those relating to emissions to the air, discharges to surface and subsurface waters, safe drinking water, greenhouse gases and the management of hazardous substances, oils and waste materials. We are an active member of the World Economic Forum, where we are working with companies around the world to help develop sustainable policies and address concerns related to space debris. We continually look to implement sustainability efforts and favor vendors who also have enacted sustainability measures.

Human Capital

We believe our success depends on our ability to attract and retain the best diverse talent in the industry. We ended 2022 with 359 full-time employees, the majority of which work at our headquarters in Alameda, California. Our human capital strategy includes partnerships with several diversity talent partners, compensation programs that recognize and reward employees and teams for demonstrating our values, effectively onboarding and assimilating new employees, advisors and consultants. Our talented team is comprised of employees from a wide variety of reputed commercial aviation, aerospace, high-technology and world-recognized organizations.

Culture

Astra is guided by a core set of values. We recently updated these values to reflect the evolving culture of Astra as we grow, mature and scale as a company. Our new core values reflect that we are a community of people that:

•	Simplicity. We believe that simple scales

•	Trust. We build trust by doing what we say we will do

•	Accountability. We are accountable to each other and for the work we do

•	Respect. We respect each other and opposing ideas

•	Reliability. We are rigorous and consistently deliver quality and reliable products on time

These values are the foundation to our company culture and are a key element to managing and developing our workforce. We believe in a culture of inclusion, collaboration, and innovation supporting our employees to do their best work here. This philosophy is woven into all of our Human Capital programs.

COMMUNICATIONS WITH THE BOARD

Stockholders and other interested parties may communicate with the Board by writing to c/o Corporate Secretary, Astra Space, Inc., 1900 Skyhawk Street, Alameda, California 94501. Communications intended for a specific director or directors should be addressed to their attention to the Corporate Secretary at the address provided above. Communications received are forwarded directly to Board members as part of the materials delivered in advance of the next scheduled Board meeting following receipt of the communications. The Board has authorized the Corporate Secretary, in his discretion, to forward communications on a more expedited basis if circumstances warrant or to exclude a communication if it is illegal, unduly hostile or threatening, or similarly inappropriate. Advertisements, solicitations for periodical or other subscriptions, and other similar communications generally will not be forwarded to the directors.

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PROPOSALS TO BE VOTED ON

PROPOSAL 1

ELECTION OF DIRECTORS

The Board currently consists of seven directors. In accordance with the terms of our Charter and Bylaws, the Board is divided into three classes, Classes I, II and III, each to serve a three-year term, except for the directors’ initial terms. The Class III directors are up for re-election at the Annual Meeting. The Class III directors are Michèle Flournoy, Michael Lehman and Lisa Nelson. The Class I directors are Chris Kemp and Adam London, and their terms will expire at the 2024 Annual Meeting of Stockholders. The Class II directors are Scott Stanford and Julie Cullivan, and their terms will expire at the 2025 Annual Meeting of Stockholders. Ms. Cullivan was appointed to the Board effective February 1, 2023.

At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following the election. We are nominating Ms. Flournoy, Mr. Lehman, and Ms. Nelson for re-election. If re-elected, each director will serve on the Board until the 2026 annual meeting of stockholders, or until his or her successor is duly elected and qualified in accordance with our Charter and Bylaws, or his or her earlier death, resignation or removal.

Below is certain information concerning Ms. Flournoy, Mr. Lehman, and Ms. Nelson, the Board’s nominees for election at the Annual Meeting. The biographies below contain information regarding the experiences, qualifications, attributes or skills that caused the Nominating and Corporate Governance Committee and the Board to determine that Ms. Flournoy, Mr. Lehman, and Ms. Nelson should each be re-elected as a director of the Company. The Board believes that Ms. Flournoy, Mr. Lehman, and Ms. Nelson have valuable individual skills and experiences that, taken together, provide the Company with the variety and depth of knowledge, judgment, and vision necessary to provide effective oversight of the Company. Each nominee’s biography includes the specific experience, qualifications, attributes, and skills that led the Board to conclude that he or she should serve as director.

The persons named as proxies on the proxy card intend to vote the proxies for the election of Ms. Flournoy, Mr. Lehman, and Ms. Nelson to the Board. Ms. Flournoy, Mr. Lehman, and Ms. Nelson have each consented to being named in this Proxy Statement and to serve as a director if elected.

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Michèle Flournoy

Age: 62

Board Committees:

Nominating and Corporate

Governance (Chair)

Michèle Flournoy has served as one of the Company’s directors since August 2021. Ms. Flournoy’s career has spanned many roles in the defense and national security industry, ranging from research to advisory. She is the co-founder and managing partner of WestExec Advisors, a strategic advisory firm formed in early 2018. She previously served as the Under Secretary of Defense for Policy from February 2009 to February 2012, acting as principal advisor to the Secretary of Defense in the formulation of national security and defense policy, oversight of military plans and operations, and in National Security Council deliberations. She led the development of the Department of Defense’s 2012 Strategic Guidance and represented the Department in dozens of foreign engagements, in the media and before Congress. Ms. Flournoy co-founded the Center for a New American Security (“CNAS”), a bipartisan think tank, in 2007 and served as President until 2009. She returned to serve as the CEO of CNAS from July 2014 through December 2017. Ms. Flournoy is also the recipient of numerous honors and awards, and has edited and authored various works on a broad range of defense and national security issues. In addition, Ms. Flournoy has served as a director of Booz Allen Hamilton since 2018, and has also served on numerous other business and advisory boards such as Spirit of America, The U.S. Naval Academy Foundation, CARE and the Honorary Advisory Committee of The Leadership Council for Women in National Security. Ms. Flournoy is also a former member of the President’s Intelligence Advisory Board, the CIA Director’s External Advisory Board, and the Defense Policy Board, and is currently a member of the Council on Foreign Relations and the Aspen Strategy Group, and is a Senior Fellow at Harvard’s Belfer Center for Science and International Affairs.

Ms. Flournoy is qualified to serve as a member of the Board based on her extensive experience in the defense and national security industry and as a co-founder of two respected and successful organizations. In addition, her experience as an incumbent Board member has granted her valuable insight into the operations of Astra’s business and the objectives of our executive management team.

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Michael Lehman Age: 72 Board Committees: Audit (Chair) Compensation			Michael Lehman has served as one of the Company’s directors since June 30, 2021. Mr. Lehman served the University of Wisconsin in various capacities from March 2016 until October 2021, most recently as Interim Chief Operating Officer of the Wisconsin School of Business, and previously as Special Advisor to the Chancellor, Interim Vice Provost for Information Technology, Chief Information Officer and Interim Vice Chancellor for Finance and Administration. He is currently on the Boards of MGIC Investment Corp. (serving in that role since 2001) and Immunicom, Inc. (serving in that role since April 2022). He had previously been a consultant (2014-2016); Interim Chief Financial Officer at Ciber Inc., a global information technology company (2013-2014); Chief Financial Officer of Arista Networks, a cloud networking firm (2012-2013); and Chief Financial Officer of Palo Alto Networks, a network security firm (2010-2012). Earlier in his career, he was the Executive Vice President and Chief Financial Officer of Sun Microsystems, Inc., a provider of computer systems and professional support services. Mr. Lehman is qualified to serve as one of the Company’s directors due to his extensive financial and accounting knowledge gained through his service as chief financial officer of a large, multinational public company; his skills in addressing the range of financial issues facing a large company with complex operations; his senior executive and operational experience; and his technology and cybersecurity experience. In addition, his experience as an incumbent Board member has granted him valuable insight into the operations of Astra’s business and the objectives of our executive management team.

Lisa Nelson Age: 47 Board Committees: Audit Compensation			Lisa Nelson has served as one of Astra’s directors since August 2021. Ms. Nelson has served in different management positions at several Global 500 companies around the world. Ms. Nelson was most recently at Microsoft from August 2005 to October 2019 where she held executive roles across corporate accounting, investor relations, finance and business development. While at Microsoft, Ms. Nelson co-founded Microsoft’s first venture fund, M12, and served as Managing Director for three years before retiring from Microsoft. Following her retirement from Microsoft, she has served as an advisor and director to a number of global businesses and charitable organizations. Currently, she is a member of the board of directors of the following organizations: Limeade, Inc. (since July 2022) where she serves as the chair of the audit committee, Seattle Bank (since October 2021), Transforming Age (since July 2020), and Kuelap Inc. (since June 2021). She also serves on the advisory boards of Flying Fish Partners (since July 2020), Movac, a venture capital fund in New Zealand (since July 2020), Brooks Running (since January 2021), amongst others. She is also an Edmund Hillary Fellow. Ms. Nelson’s extensive knowledge and depth of experiences both as a strategic and operational leader and has developed valuable perspective in matters of digital transformation, business growth strategy and risk management makes her an asset to the Board. In addition, her experience as an incumbent Board member has granted her valuable insight into the operations of Astra’s business and the objectives of our executive management team.

The Board recommends a vote “FOR” the election of each of Ms. Flournoy, Mr. Lehman

and Ms. Nelson to the Board. Proxies received by the Board will be voted “FOR”

each of Ms. Flournoy, Mr. Lehman and Ms. Nelson unless a contrary vote is specified.

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CONTINUING MEMBERS OF THE BOARD

Chris Kemp Age: 45 Board Committees: None Class I Director Term Expiration: 2024 Annual Meeting of Stockholders			Chris Kemp is our co-founder, Chairman and Chief Executive Officer. Mr. Kemp leads the overall company strategy and direction. Mr. Kemp founded Astra in October 2016. Mr. Kemp previously served as the Chief Technology Officer of NASA IT. During his time at NASA from November 2007 until March 2011, Mr. Kemp developed cloud computing strategy for the United States Federal Government with the White House and founded OpenStack, an open infrastructure software platform, which is the largest and fastest growing open source project in history, in 2010. Mr. Kemp currently serves on the Board of Directors at Scalr, an information technology and services company, and has served in that role since April 2015. Mr. Kemp has also served as an advisor to Planet Labs, an aviation and aerospace company, since January 2013, and Ripcord, a computer software company, since October 2015. Mr. Kemp previously founded and served as the CEO of three venture-backed start-ups, all of which are now owned by public companies. Mr. Kemp studied Computer Engineering at the University of Alabama in Huntsville and currently teaches at Stanford University. Mr. Kemp is qualified to serve as our Chief Executive Officer and as a director due to his experience running software, information technology and aerospace companies and his expertise with new technologies, specifically in the aerospace industry, as well as his long standing service to the Company and Legacy Astra.

Adam London Age: 49 Board Committees: None Class I Director Term Expiration: 2024 Annual Meeting of Stockholders			Dr. Adam London is our co-founder, Chief Technology Officer and serves as one of our directors. Dr. London helped to found Astra in October 2016 and has served as the Chief Technology Officer and as a director since then. In his role, Dr. London leads our technology strategy and long-term product roadmap. Dr. London co-founded and served as a managing partner for Ventions, LLC, which was our predecessor company, from January 2005 until September 2016. While at Ventions, LLC, Dr. London spent over 10 years leading initiatives to miniaturize high-performance rocket technologies, supported by funding from the Defense Advanced Research Projects Agency, NASA, and other government agencies. Prior to founding Ventions, LLC and Astra, Dr. London served as an engagement manager at McKinsey & Company, where he focused on the automotive and manufacturing sectors. Dr. London holds a B.S., M.S. and Ph.D. in Aerospace Engineering from Massachusetts Institute of Technology, where his research culminated in the creation of a liquid-cooled chemical rocket engine smaller than a postage stamp. Dr. London is qualified to serve as our Chief Technology Officer and as a director due to his extensive experience leading technology strategy in different capacities and his expertise with rocket design, and his long standing service to the Company and Legacy Astra.

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Julie Cullivan Age: 57 Board Committees: Audit Class II Director Term Expiration: 2025 Annual Meeting of Stockholders			Julie Cullivan joined the Board of Astra effective February 1, 2023. Ms. Cullivan currently serves a special advisor to Brighton Park Capital, an investment firm specializing in the technology and healthcare sectors, joining there in 2020. From 2017 through 2021, she was the Chief Technology and People Officer at Forescout Technologies, Inc., a leading provider of compliance and cybersecurity for all connected devices, reporting to the CEO, where she was responsible for leading the company’s business model transformation, information technology strategy, security risk and compliance program, customer production operations, and human resources. Prior to Forescout, Ms. Cullivan was the EVP, Business Operations and CIO at FireEye, Inc. Ms. Cullivan was a member of the executive team that set the company's strategy and helped scale FireEye from a private company with $80 million in revenue, through its successful IPO, to a global publicly traded company with revenues of over $700 million and a $2.7 billion valuation. Since 2017, Ms. Cullivan has served as a director for Axon Enterprise Inc. (Nasdaq: AXON), a leader in global public safety technology, where she is a member of the Audit Committee and chairs its Enterprise Risk and Information Security Committee. She also serves on the board of directors of HeartFlow, Inc., a medical software company. Ms. Cullivan has a B.S. degree in Finance from Santa Clara University. In addition to the Company, she serves on the board of directors for Axon Enterprise, Inc. and HeartFlow, Inc. Ms. Cullivan is qualified to serve as a director due to her extensive expertise in cybersecurity and information technology, and the leadership positions she has held at a variety of technology companies.

Scott Stanford Age: 52 Board Committees: Compensation (Chair) Audit Class II Director Term Expiration: 2025 Annual Meeting of Stockholders			Scott Stanford has served as a member of the Board since June 30, 2021, and of Legacy Astra’s Board since December 2017. In addition, Mr. Stanford serves as our Lead Independent Director. Mr. Stanford has served as the co-founder of several companies, including ACME, LLC and its affiliates, a venture capital firm, since February 2013; and Silicon Foundry, a membership-based corporate advisory platform, since February 2013. Prior to these roles, Mr. Stanford served as a managing director at Goldman Sachs from June 2004 until February 2013. Mr. Stanford served as director for Cue Health, Inc. from 2021 through 2022. He also serves as a member of the board of directors of several private companies, including Boombox Labs, Inc., a remote culture experience company, since February 2022; Time by Ping, Inc., an artificial intelligence company providing time automation services, since July 2021; Tinycare, Inc., a daycare company, since July 2021; Curology, Inc., a direct to consumer prescription skincare company, since September 2015; Luka, Inc., an artificial intelligence and software development company, since April 2016; and BFA Industries (formerly known as IPSY), a personalized beauty commerce company, since September 2015. Mr. Stanford holds an MBA from Harvard Business School. We believe Mr. Stanford is qualified to serve as a member of the Board based on his experience as a director of multiple technology and healthcare companies.

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DIRECTOR COMPENSATION

Elements of Director Compensation

As of June 30, 2021, the non-employee directors of the Company are entitled to receive for their service on the Board, an annual retainer of $250,000, which is paid in a combination of no more than $87,500 in cash and the issuance of either stock options or restricted stock units of Class A Common Stock, having a value equal to at least $162,500. The form of equity award to the directors, along with the applicable vesting schedule, is determined by the Compensation Committee. Directors may elect the proportion of cash to stock options or restricted stock units of Class A Common Stock they receive, provided that they may not receive more than $87,500 in cash during any annual period. For 2022, the Compensation Committee decided to grant directors restricted stock units for their service and there was no change to the cash compensation to be paid to directors. Non-employee directors serving as Lead Director, committee chairs, and committee members also receive the following cash fees in addition to their base director compensation:

Compensation Element			Compensation Amount ($)
Lead Director			20,000
Audit Committee Chair Retainer			20,000
Audit Committee Member Retainer			10,000
Compensation Committee Chair Retainer			15,000
Compensation Committee Member Retainer			7,500
Nominating and Corporate Governance Committee Chair Retainer			10,000
Nominating and Corporate Governance Committee Member Retainer			5,000

Annual Retainers are pro-rated for non-employee directors who are newly appointed to the Board, other than in connection with an annual meeting of stockholders. For example, because Ms. Cullivan joined the Board effective February 1, 2023, she received pro-rated compensation for 2023. As employees of Astra, Mr. Kemp and Dr. London did not receive additional compensation in connection with their service on the Board. All compensation earned by Mr. Kemp and Dr. London is set forth below under “Executive Compensation.”

The Compensation Committee historically evaluates director compensation on an annual basis, in consultation with its compensation advisor. In evaluating and resetting director compensation, the Compensation Committee intends to consider the compensation paid to directors in the Company’s peer group and other companies who have recently undergone a de-Spac process.

In 2022, the Compensation Committee did not make changes in the annual retainer or cash fees to be paid to directors for service on the Board, as Lead Director, as committee chairs or committee members. For 2023, the Compensation Committee does not expect to make any changes in the annual retainer or cash fees to be paid to directors for service on the Board, as Lead Director, as committee chairs or committee members. Directors are paid on an annual basis running July 1 of each year through June 30 of the following year to coincide with the annual meeting of stockholders.

Director Compensation for the Fiscal Year Ended December 31, 2022

Name	Fees Earned Or Paid in Cash ($)	Stock Awards ($)⁽¹⁾	Total ($)
Julie Cullivan⁽²⁾	0	0	0
Michèle Flournoy	97,500	72,791	170,291
Michael Lehman	77,500	89,590	167,090
Craig McCaw⁽³⁾⁽⁴⁾	38,542	—	38,542
Lisa Nelson	66,504	89,590	156,094
Scott Stanford⁽³⁾	45,000	111,988	156,988

(1)

Reflects the grant date fair value of as determined in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 Compensation-Stock Compensation, the full amount of which is recorded as a compensation expense in the income statement for fiscal year 2022. The grant date fair value was based on the closing price of the Company’s Class A Common Stock, as reported on Nasdaq, on the date of the grant, which was $1.54 per share of Class A Common Stock on June 16, 2022. The restricted stock units issued to the directors each vest in one installment on May 15, 2023.

(2)

Ms. Cullivan was appointed to the Board effective February 1, 2023. As a result, she did not receive any director compensation for the year ended December 31, 2022. She was granted pro-rated director compensation for approximately five months through June 30, 2023 (which is the remainder of the current year of Board service), consisting of $87,500 in cash compensation (representing the maximum amount of cash a director may receive during any annual period for Board service, excluding committee and chair fees) and 40,650 restricted stock units, which vest coincident with our other director grants on May 15, 2023. As a member of the Audit Committee, she will also be entitled to receive a pro-rata portion of the annual Audit Committee member retainer for her service through June 30, 2023.

(3)	At Mr. Stanford’s and Mr. McCaw’s request, the cash compensation they each earned in connection with their service as a director to the Company was paid to their employers, ACME, LLC and Pendrell Corporation, respectively.

(4)	Mr. McCaw served on the Board until June 1, 2022.

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PROPOSAL 2

APPROVAL OF CERTIFICATE OF AMENDMENT TO THE CHARTER TO EFFECT A REVERSE STOCK SPLIT

The Reverse Stock Split Amendment

On April 17, 2023, our Board adopted resolutions approving, declaring advisable and recommending to our stockholders for their approval a Certificate of Amendment to the Charter (the “Reverse Stock Split Charter Amendment”) to effect a reverse stock split of our issued and outstanding Class A Common Stock and Class B Common Stock (the “Reverse Stock Split”) with a ratio in the range between and including 1-for-5 shares and 1-for-15 shares of each of our Class A Common Stock and Class B Common Stock, such ratio to be determined by our Board in its discretion. The Reverse Stock Split will also affect outstanding warrants, options and restricted stock units, as described in “Effect on Outstanding Options, Warrants and Restricted Stock Units” below. Approval of this proposal will grant the Board the authority, without further action by the stockholders, to carry out the Reverse Stock Split any time after the approval of the Reverse Stock Split Charter Amendment but prior to the date that is one year after the approval of the Reverse Stock Split Amendment, with the exact exchange ratio and timing to be determined at the discretion of the Board and set forth in a public announcement. Even if the Company’s stockholders approve this proposal, the Board may determine in its discretion not to effect the Reverse Stock Split and to abandon the Reverse Stock Split Charter Amendment to implement the Reverse Stock Split prior to the time the Reverse Stock Split Charter Amendment is filed and becomes effective.

If approved, this proposal would approve the Reverse Stock Split Charter Amendment set forth in Appendix A. The text of the proposed Reverse Stock Split Charter Amendment to effect the Reverse Stock Split is subject to revision to include such changes as may be required by the Secretary of State of the State of Delaware and as our Board deems necessary and advisable to effect the proposed Reverse Stock Split Charter Amendment. Stockholders are urged to carefully read Appendix A.

When implemented, the Reverse Stock Split will be realized simultaneously for all outstanding Class A Common Stock and Class B Common Stock. The Reverse Stock Split will affect all holders of Class A Common Stock and Class B Common Stock uniformly, and no stockholder’s interest in the Company will be diluted as each stockholder will hold the same percentage of Class A Common Stock and/or Class B Common Stock outstanding, as applicable, immediately following the Reverse Stock Split as that stockholder held immediately prior to the Reverse Stock Split, except for immaterial adjustments that may result from the treatment of fractional shares as described below. The relative voting rights and other rights and preferences that accompany the shares of Class A and Class B Common Stock will not be affected by the Reverse Stock Split. The Reverse Stock Split Charter Amendment will not reduce the number of authorized shares of Class A Common Stock (which will remain at 400,000,000) or Class B Common Stock (which will remain at 65,000,000) and will not change the par value of the Class A Common Stock and Class B Common Stock (which, in each case, will remain at $0.0001 per share).

Please note that the proposed Reverse Stock Split will apply equally to the Class A Common Stock and Class B Common Stock. However, because only the Class A Common Stock is listed on a public exchange, namely, the Nasdaq Capital Market, the discussion below relates principally to the Class A Common Stock.

Background

Our Class A Common Stock is currently listed on the Nasdaq Capital Market under the symbol “ASTR.” On October 6, 2022, we received a deficiency notice from Nasdaq that we were not in compliance with Rule 5450(a)(1) of Nasdaq’s listing requirements because our per share closing bid price had been below $1.00 for the thirty consecutive business days. At that time, we were listed on the Nasdaq Global Select Market. On April 10, 2023, Nasdaq informed us that our transfer application from Nasdaq Global Select Market to Nasdaq Capital Market and our request for a 180 day extension to our deadline to cure the deficiency notice were approved. The Board has determined that the continued listing of our Class A Common Stock on the Nasdaq Capital Market is beneficial for our stockholders. If our Class A Common Stock is delisted from the Nasdaq Capital Market, our Board believes that the trading market for our Class A Common Stock could become significantly less liquid, which could reduce the trading price of our Class A Common Stock and increase the transaction costs of trading in shares of our Class A Common Stock.

The purpose of the proposed Reverse Stock Split is to decrease the total number of shares of Class A Common Stock outstanding and proportionately increase the market price of the Class A Common Stock above $1.00 per share in

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order to meet the continuing listing requirements of the Nasdaq Capital Market. Our Board intends to effect the Reverse Stock Split only if and when it believes that a decrease in the number of shares outstanding is in the best interests of the Company and our stockholders, and is likely to improve the trading price of our Class A Common Stock and improve the likelihood that we will be allowed to maintain our continued listing on the Nasdaq Capital Market. Accordingly, our Board approved the Reverse Stock Split Proposal in order to help ensure that the share price of our Class A Common Stock meets the continued listing requirements of the Nasdaq Capital Market.

Reasons for the Reverse Stock Split

The principal purpose of the Reverse Stock Split is to decrease the total number of shares of Class A Common Stock outstanding and proportionately increase the market price of the Class A Common Stock above $1.00 per share in order to meet the continuing listing minimum bid price requirements of the Nasdaq Capital Market. Management, and the Board believes that delisting from Nasdaq would adversely affect our ability to raise additional financing through the public or private sale of our equity securities and would significantly affect the ability of investors to trade the Company’s securities. Delisting would also negatively affect the value and liquidity of our Class A Common Stock because alternatives, such as the OTC Markets and the pink sheets, are generally considered to be less efficient markets with greater transaction costs. The Board intends to effect the Reverse Stock Split only if and when it believes that a decrease in the number of shares outstanding is in the best interests of the Company and the Company’s stockholders and is likely to improve the trading price of the Class A Common Stock and improve the likelihood that we will be allowed to maintain the Company’s continued listing on the Nasdaq Capital Market. Accordingly, the Company’s Board has approved the Reverse Stock Split Proposal to help ensure that the share price of the Class A Common Stock meets the continued listing requirements of the Nasdaq Capital Market.

Board Discretion to Implement the Reverse Stock Split

The Board believes that stockholder approval of a range of Reverse Stock Split ratios (rather than a single exchange ratio) is in the best interests of the Company’s stockholders because it provides the Board with the flexibility to achieve the desired results of the Reverse Stock Split, and because it is not possible to predict market conditions at the time the Reverse Stock Split would be implemented. If stockholders approve this proposal, the Board would carry out the Reverse Stock Split only upon the Board’s determination that the Reverse Stock Split would be in the best interests of the Company’s stockholders at that time. The Board would then set the ratio for the Reverse Stock Split within the range approved by stockholders and in an amount it determines is advisable and in the best interests of the stockholders considering relevant market conditions at the time the Reverse Stock Split is to be implemented. In determining the Reverse Stock Split ratio, following receipt of stockholder approval, the board of the directors may consider numerous factors including:

•	the historical and projected performance of the Company’s Class A Common Stock;

•	general economic and other related conditions prevailing in our industry and in the marketplace;

•	the projected impact of the Reverse Stock Split ratio on trading liquidity in our Class A Common Stock and the Company’s ability to maintain continued listing on the Nasdaq Capital Market;

•	the Company’s capitalization (including the number of shares of Class A Common Stock issued and outstanding);

•	the then-prevailing trading price for the Class A Common Stock and the volume level thereof; and

•	the potential devaluation of the Company’s market capitalization as a result of the Reverse Stock Split.

The Board intends to select a Reverse Stock Split ratio that it believes would be most likely to achieve the anticipated benefits of the Reverse Stock Split.

Principal Effects of the Reverse Stock Split

If the Reverse Stock Split is approved and effected with respect to the issued and outstanding Class A and Class B Common Stock, each holder of Class A Common Stock and/or Class B Common Stock outstanding immediately prior to the effectiveness of the Reverse Stock Split will own a reduced number of shares of Class A Common Stock and/or Class B Common Stock upon effectiveness of the Reverse Stock Split. The Reverse Stock Split would be effected simultaneously for all outstanding shares of Class A Common Stock and Class B Common Stock at the same exchange ratio. Except for adjustments that may result from the treatment of fractional shares (as described below),

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the Reverse Stock Split would affect all stockholders uniformly and would not change any stockholder’s percentage ownership interest in the Company. The relative voting rights and other rights and preferences that accompany the shares of Class A and Class B Common Stock will not be affected by the Reverse Stock Split. Shares of Class A Common Stock and Class B Common Stock issued pursuant to the Reverse Stock Split will remain fully paid and nonassessable.

The table below provides examples of the results of a Reverse Stock Split at various ratios between 1-for-5 and 1-for-15:

	Prior to the Reverse Stock Split	Assuming a 1-for-5 Reverse Stock Split	Assuming a 1-for-10 Reverse Stock Split	Assuming a 1-for-12 Reverse Stock Split	Assuming a 1-for-15 Reverse Stock Split
Aggregate Number of Shares of Class A Common Stock	215,286,444	43,057,288	21,528,644	17,940,537	14,352,429
Aggregate Number of Shares of Class B Common Stock	55,539,188	11,107,837	5,553,918	4,628,265	3,702,612

Risks Associated with the Reverse Stock Split

The Reverse Stock Split may not increase the price of our Class A Common Stock over the long-term.

As noted above, a principal purpose of the Reverse Stock Split is to increase the trading price of our Class A Common Stock to enhance our ability to satisfy Nasdaq Capital Market’s continued listing requirements. However, the effect of the Reverse Stock Split on the market price of our Class A Common Stock cannot be predicted with any certainty, and we cannot assure you that the Reverse Stock Split will accomplish this objective for any meaningful period of time, or at all. While we expect that the reduction in the number of outstanding shares of Class A Common Stock will proportionally increase the market price of our Class A Common Stock, we cannot assure you that the Reverse Stock Split will increase the market price of our Class A Common Stock by a multiple of the Reverse Stock Split ratio, or result in any permanent or sustained increase in the market price of our Class A Common Stock. The market price of our Class A Common Stock may be affected by other factors which may be unrelated to the number of shares outstanding, including the Company’s business and financial performance, general market conditions, and prospects for future success.

The Reverse Stock Split may decrease the liquidity of our Class A Common Stock.

The Board believes that the Reverse Stock Split may result in an increase in the market price of our Class A Common Stock, which could lead to increased interest in our Class A Common Stock and possibly promote greater liquidity for our stockholders. However, the Reverse Stock Split will also reduce the total number of outstanding shares of Class A Common Stock, which may lead to reduced trading and a smaller number of market makers for our Class A Common Stock, particularly if the price per share of our Class A Common Stock does not increase as a result of the Reverse Stock Split.

The Reverse Stock Split may result in some stockholders owning “odd lots” that may be more difficult to sell or require greater transaction costs per share to sell.

If the Reverse Stock Split is implemented, it will increase the number of stockholders who own “odd lots” of less than 100 shares of Class A Common Stock. A purchase or sale of less than 100 shares of Class A Common Stock (an “odd lot” transaction) may result in incrementally higher trading costs through certain brokers, particularly “full service” brokers. Therefore, those stockholders who own fewer than 100 shares of Class A Common Stock following the Reverse Stock Split may be required to pay higher transaction costs if they sell their Class A Common Stock.

The Reverse Stock Split may lead to a decrease in our overall market capitalization.

The Reverse Stock Split may be viewed negatively by the market and, consequently, could lead to a decrease in our overall market capitalization. If the per share market price of our Class A Common Stock does not increase in

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proportion to the Reverse Stock Split ratio, or following such increase does not maintain or exceed such price, then the value of our Company, as measured by our market capitalization, will be reduced. Additionally, any reduction in our market capitalization may be magnified as a result of the smaller number of total shares of Class A Common Stock outstanding following the Reverse Stock Split.

The Reverse Stock Split will not affect the number of authorized shares of Class A or Class B Common Stock, meaning that the Company has the ability to issue proportionately more shares of Common Stock without obtaining separate approval for an increase in authorized shares from its stockholders.

The Reverse Stock Split will not affect the number of authorized shares of Class A Common Stock, which is currently 400,000,000 shares. Similarly, the Reverse Stock Split will not affect the number of authorized shares of Class B Common Stock, which is currently 65,000,000 shares. As a result, the number of shares of Common Stock issued and outstanding will be reduced by the ratio of the Reverse Stock Split, but the overall number of authorized shares will not be reduced. This means that the Company has the ability to issue proportionately more shares of Common Stock without obtaining separate approval for an increase in authorized shares from its stockholders. Such additional issuances may be dilutive to existing stockholders. Actual or potential future dilution may be viewed negatively by the market and, consequently, could lead to a decrease in the market price of our stock.

Anti-Takeover and Dilutive Effects

We have not proposed the Reverse Stock Split, which reduces the number of issued and outstanding shares of Common Stock but does not change the total number of authorized shares of Common Stock, with the intention of using the additional authorized but unissued shares for anti-takeover purposes, although we could theoretically use the additional authorized but unissued shares to make it more difficult or to discourage an attempt to acquire control of the Company.

We do not believe that our officers or directors have interests in this proposal that are different from or greater than those of any other of our stockholders.

Effect on Registered and Beneficial Stockholders

If you hold shares of Class A Common Stock in “street name” through an intermediary, we will treat your Class A Common Stock in the same manner as stockholders whose shares are registered in their own names. Intermediaries will be instructed to effect the Reverse Stock Split for their customers holding Class A Common Stock in street name. However, these intermediaries may have different procedures for processing a reverse stock split. If you hold shares of Class A Common Stock in street name, we encourage you to contact your intermediaries.

Registered “Book-Entry” Holders of Common Stock

If you hold shares of Class A Common Stock electronically in book-entry form with our transfer agent Continental Stock Transfer & Trust Company, you do not currently have and will not be issued stock certificates evidencing your ownership after the reverse stock split, and you do not need to take action to receive post-reverse stock split shares. If you are entitled to post-reverse stock split shares, a transaction statement will automatically be sent to you indicating the number of shares of Class A Common Stock held following the reverse stock split.

Effect on Registered Stockholders Holding Certificates

None of our stockholders of record hold their shares of our Class A Common Stock in certificate form or a combination of certificate and book-entry form.

Effect on Outstanding Options, Warrants and Restricted Stock Units

Upon a reverse stock split, all outstanding options, warrants, restricted stock units and future or contingent rights to acquire Class A Common Stock will be adjusted to reflect the Reverse Stock Split. With respect to all outstanding options, warrants and restricted stock units for Class A Common Stock, the number of shares of Class A Common Stock that such holders may purchase upon exercise of such options or warrants or that will be issued on the vesting of restricted stock units will decrease, and the exercise prices of such options or warrants will increase, in proportion to the fraction by which the number of shares of Class A Common Stock underlying such options and warrants are reduced as a result of the Reverse Stock Split. Also, the number of shares reserved for issuance under our existing stock incentive and employee stock purchase plans would be equitably adjusted by the Company in the manner determined by the Board.

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Fractional Shares

Fractional shares will not be issued in connection with the Reverse Stock Split. Each stockholder who would otherwise hold a fractional share of Class A Common Stock as a result of the Reverse Stock Split will receive one share of Class A Common Stock in lieu of such fractional share. If such shares are subject to an award granted under our 2021 Omnibus Incentive Plan, each fractional share of Class A Common Stock will be rounded down to the nearest whole share of Class A Common Stock in order to comply with the requirements of Sections 409A and 424 of the Code.

Appraisal Rights

Under the Delaware General Corporation Law, our stockholders are not entitled to appraisal or dissenter’s rights with respect to the Reverse Stock Split, and we will not independently provide our stockholders with any such rights.

Regulatory Approvals

The Reverse Stock Split will not be consummated, if at all, until after approval of the Company’s stockholders is obtained. The Company is not obligated to obtain any governmental approvals or comply with any state or federal regulations prior to consummating the Reverse Stock Split other than the filing of the Reverse Stock Split Amendment with the Secretary of State of the State of Delaware.

Procedure for Effecting the Reverse Stock Split

If our stockholders approve this proposal, and the Board elects to effect the Reverse Stock Split, we will effect the Reverse Stock Split by filing the Reverse Stock Split Charter Amendment with the Secretary of State of the State of Delaware. The Reverse Stock Split will become effective, and the combination of, and reduction in, the number of our outstanding shares as a result of the Reverse Stock Split will occur automatically, at the time of the filing of the Reverse Stock Split Charter Amendment (referred to as the “Effective Time”), without any action on the part of our stockholders and without regard to the date that stock certificates representing any certificated shares prior to the Reverse Stock Split are physically surrendered for new stock certificates. Beginning at the Effective Time, each certificate representing pre-Reverse Stock Split shares will be deemed for all corporate purposes to evidence ownership of the corresponding number of post-Reverse Stock Split shares. The text of the Reverse Stock Split Charter Amendment is subject to modification to include such changes as may be required by the office of the Secretary of State of the State of Delaware and as the Board deems necessary and advisable to effect the Reverse Stock Split.

The Board reserves the right, notwithstanding stockholder approval and without further action by the stockholders, to elect not to proceed with the Reverse Stock Split if, at any time prior to filing the Reverse Stock Split Charter Amendment, the Board, in its sole discretion, determines that it is no longer in the best interests of the Company and its stockholders to proceed with the Reverse Stock Split. By voting in favor of the Reverse Stock Split, you are also expressly authorizing the Board to delay or abandon the Reverse Stock split. Stockholders should not destroy any stock certificate(s) and should not submit any certificate(s) until they receive a letter of transmittal from our transfer agent.

Material U.S. Federal Income Tax Consequences of the Reverse Stock Split

The following is a summary of material U.S. federal income tax consequences of the Reverse Stock Split to our stockholders. This summary does not purport to be a complete discussion of all of the possible federal income tax consequences of the Reverse Stock Split and is included for general information only. Further, it does not address any state, local or foreign income or other tax consequences. Also, it does not address the tax consequences to stockholders that are subject to special tax rules, including but not limited to banks, insurance companies, regulated investment companies, personal holding companies, foreign entities, nonresident alien individuals, broker-dealers, traders, and tax-exempt entities. Other stockholders also may be subject to special tax rules, including but not limited to: stockholders who received Class A Common Stock as compensation for services or pursuant to the exercise of an employee stock option, or stockholders who have held, or will hold, stock as part of a straddle, hedging or conversion transaction for federal income tax purposes. This summary also assumes that you are a U.S. Holder (defined below) who has held, and will hold, shares of Class A Common Stock as a “capital asset,” as defined in the Internal Revenue Code of 1986, as amended (the “Code”), generally, property held for investment. Finally, the

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following discussion does not address the tax consequences of transactions occurring prior to or after the Reverse Stock Split (whether or not such transactions are in connection with the Reverse Stock Split), including, without limitation, the exercise of options or rights to purchase Class A Common Stock in anticipation of the Reverse Stock Split or otherwise.

The tax treatment of a stockholder may vary depending upon the particular facts and circumstances of such stockholder. You should consult with your own tax advisor with respect to your tax consequences of the Reverse Stock Split. As used herein, the term “U.S. Holder” means a stockholder that is, for federal income tax purposes: a citizen or resident of the U.S.; a corporation or other entity taxed as a corporation created or organized in or under the laws of the U.S. or any state, including the District of Columbia; an estate the income of which is subject to U.S. federal income tax regardless of its source; or a trust that (i) is subject to the primary supervision of a U.S. court and the control of one of more U.S. persons (within the meaning of Section 7701(a)(30) of the Code) or (ii) has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person.

The following discussion is based on the Code, applicable Treasury Regulations, judicial authority and administrative rulings and practice, all as of the date hereof. The Internal Revenue Service could adopt a contrary position. In addition, future legislative, judicial or administrative changes or interpretations could adversely affect the accuracy of the statements and conclusions set forth herein. Any such changes or interpretations could be applied retroactively and could affect the tax consequences described herein. No ruling from the Internal Revenue Service or opinion of counsel has been obtained in connection with the Reverse Stock Split.

The Reverse Stock Split is intended to be treated as a “recapitalization” pursuant to Section 368(a)(1)(E) of the Code. As a result, the Company should not recognize taxable income, gain or loss in connection with the Reverse Stock Split.

Other than in respect of a fractional share that is rounded up to a full share, no gain or loss should be recognized by a U.S. Holder upon such U.S. Holder’s exchange of pre-Reverse Stock Split shares of Class A Common Stock for post-Reverse Stock Split shares of Class A Common Stock pursuant to the Reverse Stock Split. The aggregate tax basis of the post-Reverse Stock Split shares received in the Reverse Stock Split (including any whole share received in exchange for a fractional share) will be the same as the U.S. Holder’s aggregate tax basis in the pre-Reverse Stock Split shares exchanged therefor. The U.S. Holder’s holding period for the post-Reverse Stock Split shares will include the period during which the stockholder held the pre-Reverse Stock Split shares surrendered in the Reverse Stock Split. Although the matter is not clear, it is possible that U.S. Holders whose fractional shares resulting from the Reverse Stock Split are rounded up to the nearest whole share will recognize gain, which may be characterized as either a capital gain or as a dividend, to the extent of the value of such rounded-up amount (i.e., less than one share).

THE PRECEDING DISCUSSION IS INTENDED ONLY AS A SUMMARY OF MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT AND DOES NOT PURPORT TO BE A COMPLETE ANALYSIS OR DISCUSSION OF ALL POTENTIAL TAX EFFECTS RELEVANT THERETO. YOU ARE STRONGLY ADVISED TO CONSULT YOUR OWN TAX ADVISORS AS TO THE PARTICULAR FEDERAL, STATE, LOCAL, FOREIGN AND OTHER TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT IN LIGHT OF YOUR SPECIFIC CIRCUMSTANCES.

Accounting Matters

The par value of the Class A Common Stock and Class B Common Stock will remain unchanged at $0.0001 per share after the Reverse Stock Split. The stockholders' equity, in the aggregate, will remain unchanged. Our stated capital, which consists of the par value per share of the Class A Common Stock and Class B Common Stock multiplied by the aggregate number of shares of the Class A Common Stock and Class B Common Stock issued and outstanding, will be reduced proportionately at the Effective Time of the Reverse Stock Split. Correspondingly, our additional paid-in capital, which consists of the difference between our stated capital and the aggregate amount paid to us upon the issuance of all currently outstanding shares of Class A Common Stock and Class B Common Stock, will be increased by a number equal to the decrease in stated capital. Further, net loss per share, book value per share and other per share amounts will be increased as a result of the Reverse Stock Split because there will be fewer shares of Class A Common Stock and Class B Common Stock outstanding.

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Vote Required

In accordance with our Charter and with Delaware law, approval and adoption of this proposal requires the affirmative vote of at least a majority of our issued and outstanding shares entitled to vote either in person or by proxy at the meeting, with Class A Common Stock and Class B Common Stock voting together as a single class. Accordingly, abstentions and broker non-votes will have the same effect as a vote against the proposal. Shares represented by valid proxies and not revoked will be voted at the meeting in accordance with the instructions given. If no voting instructions are given, such shares will be voted “FOR” this proposal.

The Board recommends a vote “FOR” the approval of the reverse stock split.

Proxies received by the Board will be voted “FOR” approval unless a contrary vote is specified.

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PROPOSAL 3

LTIP PROPOSAL

The Board is asking stockholders to approve certain actions in connection with its long-term incentive plan for senior executives related to performance stock options issued under the 2021 Omnibus Incentive Plan (the “Plan”) in September 2021. Specifically, the Board is asking stockholders to:

(a)

Terminate all outstanding performance stock options that, once vested, would be exercisable for the purchase of an aggregate 9,762,133 shares of our Class A Common Stock (the “Existing PSOs”), which are currently held by Chris Kemp, our chief executive officer (6,508,088 PSOs), Adam London, our chief technology officer (1,301,618 PSOs) and Martin Attiq, our chief business officer (1,952,427); and

(b)

Authorize the Compensation Committee to issue new performance stock options to the holders of the Existing PSOs at an exercise price equal to the fair market value of a share of our Class A Common Stock on the date of grant, and in that number of shares, aggregating no more than 6,000,000 and subject to vesting restrictions and performance metrics determined in the Compensation Committee’s discretion and subject to parameters described below (the “New PSOs”).

Background

Our primary incentive and retention tool for employees is our 2021 Omnibus Incentive Plan (the “Plan”) and in September 2021, consistent with our pay for performance philosophy, we awarded the Existing PSOs to the then-executive officers with the intention that these awards would cover a five-year performance period. These PSOs were issued as part of our long-term incentive plan for senior executives (the “LTIP”).

The Existing PSOs, once vested, would be exercisable for an aggregate 9,762,133 shares of our Class A Common Stock. The exercise price of the Existing PSOs is $9.04, which was the closing share price for a share of our Class A Common Stock on September 20, 2021, the grant date. The awards vest subject to the achievement of the following milestones:

Milestone A:			The Company has had a Successful Orbital Delivery.
Milestone B:			The Company has had six (6) Orbital Launches during a six (6) consecutive month period.
Milestone C:			The Company has completed a prototype for a Spacecraft that has achieved an Orbital Launch.
Milestone D:			The Company has conducted twenty-six (26) Orbital Launches during a six (6) consecutive month period.
Milestone E:			The Company has achieved an Orbital Launch for an aggregate of 100 Spacecraft.

The milestones did not need to be achieved in any specific order or sequence. After a milestone is achieved, twenty percent (20%) of the PSO grant would vest on the vesting date immediately following the date that the volume weighted average share price for a period of thirty trading days has met the share price threshold. For this purpose, a “vesting date” is the February 15, May 15, August 15 or November 15 immediately following the date the share price threshold is achieved and the “share price threshold” is (a) $15.00 following the achievement of the first milestone; (b) $20.00 following the achievement of the second milestone; (c) $30.00 following the achievement of the third milestone; (d) $40.00 following the achievement of the fourth milestone, and (e) $50.00 following the achievement of the fifth milestone.

The size of the Existing PSO grants reflected the expectation of our Compensation Committee at that time that the grants would address the Company’s growth strategies and development goals over a five-year period, and the Compensation Committee did not, at that time, anticipate granting any additional PSOs in the near future.

As of April 17, 2023, we have only achieved Milestone A, which occurred with our successful flight of LV0007 on November 20, 2021. However, since that date, we have not achieved the “share price threshold” so none of the Existing PSOs have vested. Further, since the successful flight of LV0007 in November 2021, the closing per share price for our Class A Common Stock has steadily declined due, at least in part, to market conditions over which we have no control. On April 10, 2023, the per share closing price for a share of our Class A Common Stock was $0.3814, and as a result, the value of the Existing PSOs has declined precipitously and are deeply underwater, when compared to their exercise price of $9.04. The last day that our closing per share price was above $9.04 was December 9, 2021, when it was $9.05. Given this, it is unlikely that the “share price threshold” will be met at any time in the near future.

Further, given the pause in our then-existing commercial launch operations beginning in July 2022 to focus on the development of Launch System 2 and our focus on the growth of our space products business with the Astra Spacecraft

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Engine™, the milestones are no longer fully in alignment with our current business strategies and core focuses. For example, Milestones C and E relate to the development a satellite or spacecraft to support our space services business which, as of September 30, 2022, we were in the preliminary stages of developing and then decided to put these development efforts on hold to focus on our primary objectives of developing Launch System 2 and the production and delivery of Astra Spacecraft Engines™. Moreover, while the achievement of Milestones B and E, which focus on the increase of our launch cadence, may be achievable by the PSOs’ vesting expiration date of November 15, 2026, the achievement of these milestones was delayed as a result of our decision to pause our then-existing commercial launch operations and even if achieved, it is unlikely that any portion of the Existing PSOs would vest given that they only vest if there is a combination of a milestone met, and a share price threshold satisfied. This, along with the fact that the Existing PSOs are significantly underwater, supports the Board’s and the Compensation Committee’s belief that the Existing PSOs do not serve the Board’s goals of driving financial performance and ultimately long-term stockholder value, nor do they serve as retention tools for Mr. Kemp, Dr. London or Mr. Attiq, as a significant portion of their compensation is tied to these Existing PSOs.

Given this, our Board and Compensation Committee believe that the Existing PSOs are no longer effective as incentives to motivate and retain Mr. Kemp, Dr. London or Mr. Attiq, and that they perceive that these Existing PSOs have little or no value. In addition, although these Existing PSOs are not likely to vest or be exercised as long as our stock price remains below the applicable “share price threshold”, they will remain on our books with the potential to dilute stockholders’ interests for up to the full remaining term of these options and would continue to be expensed for financial statement purposes where performance conditions are probable, while delivering no economic value to Mr. Kemp, Dr. London and Mr. Attiq and having no real retentive or incentive value to any of them, and no opportunity for the Company to recapture value from or get relief from the associated compensation expense, unless they are surrendered or cancelled.

The objective of our LTIP (as well as our other equity compensation programs) has been, and continues to be to link the interests of our senior executives and employees to those of our stockholders. We believe that, if approved by our stockholders, the termination of the Existing PSOs and the issuance of new performance stock options (“New PSOs”) to each of Mr. Kemp, Dr. London and Mr. Attiq would be an important component in our efforts to retain and motivate Mr. Kemp, Dr. London and Mr. Attiq, three of our key leaders, to continue to build stockholder value and achieve further stock price growth.

Summary for Material Terms of the Proposal

If this proposal is approved, it would provide for the following:

•	All Existing PSOs would be terminated as of the date of the Annual Meeting.

•	The Compensation Committee will be authorized to issue the New PSOs to Mr. Kemp, Dr. London and Mr. Attiq, subject to the following:

○

The maximum amount of shares underlying each performance stock option grant will be 4.0 million to Mr. Kemp and 1.0 million to each of Dr. London and Mr. Attiq, for an aggregate of 6.0 million shares and subject to adjustment if the Reverse Stock Split Proposal is approved and the Board determines to conduct the Reverse Stock Split Proposal.

○	The exercise price for the performance stock options shall be the per share closing for a share of our Class A Common Stock on the date of grant.

○	Vesting of the performance stock options shall be over a period of two to five years from the date of grant and shall be subject to performance metrics, each as determined by the Compensation Committee.

○	The performance stock options must be granted no later than July 31, 2023.

○	Each of Mr. Kemp, Dr. London and Mr. Attiq must be employed on the date the New PSOs are granted to be eligible to receive a New PSO grant.

○	The expiration date of the performance stock options will be ten years from the date of grant.

The Compensation Committee would determine, subject to the limits described above, the number of New PSOs to issue to each of Mr. Kemp, Dr. London and Mr. Attiq, the date such New PSOs will be granted, the vesting period and the performance metrics. Further, while the terms of the New PSOs are expected to be materially similar to the terms described in this proposal, our Compensation Committee will have the discretion to change the terms of the

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New PSOs to take into account a change in circumstances or local regulations and to determine not to issue the New PSOs even if stockholder approval of this proposal is obtained.

Rationale for this Proposal

We have been thoughtfully considering the idea of restructuring the LTIP since the third quarter of 2022. We first began internal discussions to consider various ways to better retain and incentivize our senior leadership team. At that time, we began discussions with our compensation consultant, Aon, to evaluate the equity compensation alternatives that were available to us. During the fourth quarter of 2022, two of our executive officers left us, including our Chief Financial Officer, and we needed to recruit and hire a new Chief Financial Officer. This required us to offer a compensation package that was competitive for a public company Chief Financial Officer in the Bay Area of California. In addition, we also recruited and hired a General Counsel and we recruited, hired, promoted or elevated a number of other members of senior management to reconstitute our leadership team. As a result of our declining stock price and our need to hire and retain new members of the leadership team, the equity-based compensation for Mr. Kemp, Dr. London, our continuing NEOs, and Mr. Attiq was deeply underwater and was not aligned with the equity based compensation for our new Chief Financial Officer and other members of the leadership team.

As discussed above, since November 2021, shortly after the grant of the Existing PSOs, the per share closing price of our Class A Common Stock has declined significantly such that the Existing PSOs no longer provide the retention incentive and motivation that the Compensation Committee intended and the qualitative milestones upon which these Existing PSOs are subject to vesting do not align with our current business focus and growth strategies. We evaluated several alternatives to this proposal for remaining competitive within our industry, including granting additional stock options or restricted stock unit awards or new performance stock awards or providing additional cash compensation. While equity awards and cash compensation are important elements of our executive compensation, we do not believe that relying exclusively on either of these approaches is an ideal use of our resources. For example, granting additional stock options or restricted stock unit awards, without terminating the Existing PSOs, would cause further dilution to and increase equity overhang for our current stockholders, reduce the amount of shares available for issuance under the Plan, increase compensation expense and impact our ability to provide competitive compensation packages to retain and attract talent. If our equity compensation is not competitive and retentive, we could be forced to increase cash compensation, which will reduce the resources we have allocated to meeting our core business objectives and growth strategies. Accordingly, we determined that the approach set forth in this Proposal (i.e. terminating the Existing PSOs and issuing New PSOs) aligned the best with our goals of motivating, retaining and incentivizing Mr. Kemp, Dr. London and Mr. Attiq, ensuring that a significant portion of their compensation remained at-risk consistent with our pay for performance philosophy so as to drive our financial and business objectives while at the same time not continuing to dilute stockholders’ interests or unnecessarily use cash resources.

Mr. Kemp, Dr. London and Mr. Attiq are the only remaining executives with Existing PSOs and will be the only employees benefiting from this Proposal. No other executive, non-executive employee or other person with grants issued under the Plan is similarly situated. Since the closing of our business combination on June 30, 2021, and until September 15, 2022, we only issued stock options (both service-based, and then the PSOs) to our executive officers. All other employees were issued service-based restricted stock units and we have continued that practice through January 2023 with only a few key management team members receiving retention or promotion grants in the form of stock options with a range of exercise prices of $0.5190 and $0.7705. None of such employees are part of the LTIP. Mr. Kemp, Dr. London and Mr. Attiq are the only employees with vested options that are significantly underwater and the PSOs, while underwater, are currently unvested (as described above). The proposal does not affect the underwater service based options that Mr. Kemp, Dr. London and Mr. Attiq have currently vested, which will continue to be held by Mr. Kemp, Dr. London and Mr. Attiq. The current vested service-based options for each of Mr. Kemp, Dr. London and Mr. Attiq are 650,806, 325,400 and 114,657, respectively. Those options have exercise prices of $5.21 per share and $9.04 per share.

Without restructuring the LTIP, we cannot assure that Mr. Kemp, Dr. London and Mr. Attiq are incentivized to achieve our business objectives and growth goals, including the development of Launch System 2, the restart of our commercial launch operations and the continued production and delivery of our Astra Spacecraft Engines^TM. The retention of Mr. Kemp, Dr. London and Mr. Attiq, who are our longest tenured senior leadership, is necessary to maintain continuity in our business operations and increase the likelihood of achieving our business objectives and growth opportunities, which we believe will bring value to our stockholders.

We have discussed this proposal with Mr. Kemp, Dr. London and Mr. Attiq, all of whom are in agreement with the proposal, including the termination of the Existing PSOs.

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Alignment of Interests

Because the New PSOs to be granted (assuming approval of the Proposal) are non-statutory stock options, Mr. Kemp, Dr. London and Mr. Attiq will only receive value for these equity awards based on positive stock price performance following the grant date of the New PSOs, and then only if certain performance metrics are achieved. This aligns the interests of Mr. Kemp, Dr. London and Mr. Attiq with our stockholders in achieving long-term value in our shares of Class A Common Stock.

Impact of Termination of Existing PSOs and Issuance of New PSOs on Share Pool under 2021 Omnibus Plan

There are 9,762,133 shares underlying the Existing PSOs. Assuming that Mr. Kemp, Dr. London and Mr. Attiq are all employed with us as of the date of the Annual Meeting and this proposal is approved, all Existing PSOs will be terminated. Under Section 4.1 of the Plan, shares underlying terminated grants are not deemed to be delivered and thus will not decrease the Share Pool. Instead, we intend to use up to an aggregate 6,000,000 shares to issue the New PSOs to Mr. Kemp, Dr. London and Mr. Attiq, and the remaining 3,762,133 shares for the issuance of equity grants to new hires or in connection with the retention of key talent as needed through the remainder of 2023. We also expect to use these shares and other shares that remain available for issuance under the 2021 Omnibus Incentive Plan, as amended, to support these purposes, as well as for other grants that the Compensation Committee determines are in our and our stockholders’ best interests.

No Appraisal Rights

Under the Delaware General Corporation Law, our stockholders are not entitled to appraisal or dissenter’s rights with respect to this Proposal, and we will not independently provide our stockholders with any such rights.

Accounting Impact

The incremental compensation expense associated with the LTIP Proposal will be measured as the excess, if any, of the fair value of New PSOs granted to Mr. Kemp, Dr. London and Mr. Attiq, measured as of the date the New PSOs are granted, over the fair value of the Existing PSOs terminated, measured immediately prior to the termination of the Existing PSOs. We do not expect the incremental compensation expense, if any, to be material to our financial results. We will recognize any such incremental compensation expense over the vesting period of the new replacement share options.

Material U.S. Federal Income Tax Consequences of the LTIP Proposal

The termination of the Existing PSOs and the issuance of New PSOs should be treated as a non-taxable exchange because the New PSOs will have an exercise price equal to the fair market value of our Class A Common Stock on the grant date. None of Mr. Kemp, Dr. London or Mr. Attiq or us should recognize any income for U.S. federal income tax purposes upon the grant of the New PSOs. New PSOs granted in connection with the LTIP Proposal (if approved by the stockholders) will be non-qualified stock options for U.S. federal income tax purposes. Tax effects may vary in other countries.

Interests of Certain Persons

In considering the recommendation of our Board that our stockholders approve this Proposal, stockholders should be aware that Mr. Kemp, Dr. London and Mr. Attiq have direct interests in the adoption of this Proposal, which may present them with conflicts of interest in connection with the recommendation and approval of this proposal. As discussed above if the Proposal is approved, each of Mr. Kemp, Dr. London and Mr. Attiq will be eligible to receive, at the Compensation Committee’s discretion, new grants of performance stock options, provided that they are providing services to us through the grant date of such New PSOs. Due to these conflicts, Mr. Kemp, Dr. London and Mr. Attiq are not eligible to vote on this Proposal and will abstain from voting on the LTIP Proposal. Their votes of abstention will not be treated as votes properly cast in connection with the LTIP Proposal and thus will not have an impact on whether the LTIP Proposal is approved. Mr. Kemp, Dr. London and Mr. Attiq are in agreement with the terms of the LTIP Proposal, including the termination of their Existing PSOs. Further, given that Mr. Kemp and Dr. London are the only holders of Class B Common Stock, the holders of Class B Common Stock are not eligible to vote on this Proposal.

The Board recommends a vote “FOR” the approval of the termination of the Existing PSOs and

the issuance of New PSOs subject to the parameters discussed above. Proxies received by the Board will be voted “FOR” approval unless a contrary vote is specified.

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PROPOSAL 4

AMENDMENT OF ASTRA SPACE, INC. 2021 OMNIBUS EQUITY INCENTIVE PLAN

The market for talent in the Bay Area of California and the SpaceTech industry has become increasingly competitive. This, coupled with the precipitous declines in our stock price since December 2021, has required the issuance of grants exercisable or issuable into larger number of shares to match the compensation requirements of the talent we need in the Bay Area, the SpaceTech industry and other markets and to retain our existing talent. Despite the automatic annual increase of shares available for issuance under our 2021 Omnibus Incentive Plan, we expect to need an additional 4.0 million shares to meet our requirements for annual refresh and retention grants for our executives (other than Mr. Kemp, Dr. London and Mr. Attiq, who will benefit from new grants of performance stock options if the LTIP Proposal is approved) and other key management employees as well as grants for new talent hired for the remainder of 2023 (the “Future Grants”).

If the LTIP Proposal is approved, we intend to use at least 3,762,133 shares remaining in the Share Pool (as defined in the 2021 Omnibus Incentive Plan, as amended (the “Plan”)) from the termination of the Existing PSOs for these Future Grants, and thus we are seeking approval of an amendment to the Plan to reserve an additional 237,867 shares of Class A Common Stock for issuance under the Plan, representing less than 0.09% of the issued and outstanding shares of Class A and Class B Common Stock as of April 10, 2023.

If the LTIP Proposal is not approved, we are seeking approval of an amendment to the Plan to reserve an additional 4.0 million shares of Class A Common Stock for issuance under the Plan, representing 1.5% of the issued and outstanding shares of Class A and Class B Common Stock as of April 10, 2023.

The Plan was originally approved by our stockholders on June 30, 2021, authorizing 36,765,000 shares of Class A Common Stock for issuance under the Plan. Under the terms of the Plan, the shares of Class A Common Stock authorized for issuance under the Plan was automatically increased on both January 1, 2022, and January 1, 2023, and on June 1, 2022, the stockholder also approved an amendment to the Plan further increasing the number of shares, in each case as set forth in the table below:

Initial Reserve on June 30, 2021			36,765,000
Automatic Increase on January 1, 2022			13,148,738
Stockholder Approved Amendment to Plan on June 1, 2022			6,000,000
Automatic Increase on January 1, 2023			7,500,000⁽¹⁾
Total Reserve on January 1, 2023			63,413,738⁽²⁾

(1)	Pursuant to the terms of the Plan and in an effort to limit dilution to our stockholders, our Board approved a smaller increase to the Share Pool (as defined in the Plan) than 13,149,515, which is the maximum annual increase under the Plan permitted without stockholder approval.

(2)	Includes a net 43,349,231 (inclusive of stock option forfeitures and restricted unit award forfeitures through April 10, 2023); Represents 23.4% of issued and outstanding shares of Class A and Class B Common Stock as of April 10, 2023.

As of April 10, 2023, there are 14,764,507 shares of Class A Common Stock available for issuance under the Plan. For the reasons discussed above, we do not anticipate there will be enough shares available under the Plan to support our growth initiatives and retention efforts.

The Board believes that increasing the number of authorized shares of Class A Common Stock under the Plan is necessary to ensure that a sufficient reserve of shares remains available for issuance to allow us to continue to use equity incentives at the levels we have deemed necessary to attract and retain the services of individuals we believe are essential to our long-term growth and financial success.

We rely on equity incentives to attract and retain employees and believe that such equity incentives are necessary for us to remain competitive in the marketplace for highly qualified and skilled employees and to retain our executives and other key talent.

Beginning in December 2021 and continuing through today, we have experienced significant pressure on our stock price. This, along with the increasingly competitive nature of the industry in which we operate and the increases to compensation required to attract and retain top talent, has resulted is the award of larger equity grants than we had anticipated.

Thus, in determining the appropriate number of shares to reserve under the Plan, our Board considered the number of shares currently issued and outstanding, the fact that the Board approved a smaller automatic increase as of January 1, 2023, than permitted under the Plan, and the future needs of the Company in trying to attract and retain the services

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of key individuals to implement our strategic plan and long-term business objectives. We expect to use the additional 237,867 shares (if the LTIP Proposal is approved) or 4,000,000 shares (if the LTIP Proposal is not approved) of Class A Common Stock to fund our refresh equity program for current employees (other than Mr. Kemp, Dr. London and Mr. Attiq) to minimize attrition risks and to fund targeted hires within the Spacetech industry to help us achieve our mission to Improve Life on Earth from Space^®. We also expect to use these shares and other shares that remain available for issuance under the Plan to support these purposes, as well as for other grants that the Compensation Committee determines are in our and our stockholders’ best interests.

Assuming that this proposal is adopted, we estimate the shares authorized for issuance under the Plan would be sufficient to grant awards for the remainder of 2023, including as part of our equity refresh program to executive (other than Mr. Kemp, Dr. London and Mr. Attiq) and non-executive employees whom we desire to retain with us and in connection with the on-boarding of new employees. Our Plan allows for an increase of the shares reserved under the Plan as of January 1 of each year through 2031, and we believe that the increases allowed for under the Plan will be sufficient for our needs in 2024. However, our actual share usage is dependent on a number of important variables, including the future trading price of our Class A Common Stock, our hiring and promotion activity, our retention needs, and market practices within the Bay Area of California, the Spacetech industry and other geographic regions where key talent is located. As a result, the share reserve under our Plan could last for a longer or shorter period of time than we currently expect.

Accordingly, subject to stockholder approval, our Board has approved an amendment to the Plan (the “Proposed Amendment”) to increase the number of shares of Class A Common Stock authorized for issuance under the Plan by either (a) 237,867 shares of Class A Common Stock, if the LTIP Proposal is approved, and (b) 4.0 million shares of Class A Common Stock, if the LTIP Proposal is not approved. The Plan, as amended by the Proposed Amendment, is referred to as the “Amended Plan.”

Summary of the Amended Plan

The following is a summary of the material features of the Amended Plan. The summary is qualified in its entirety by reference to the complete text of the Amended Plan attached as Appendix A to this Proxy Statement.

Purpose

The purpose of the Amended Plan is to advance our interests by providing for the grant to our employees, directors, consultants, and advisors of stock and stock-based awards.

Administration

The Amended Plan will be administered by the Compensation Committee, except with respect to matters that are not delegated to the Compensation Committee by the Board. The Compensation Committee (or the Board, as applicable) will have the discretionary authority to interpret the Amended Plan and any awards granted under it, determine eligibility for and grant awards, determine the exercise price, base value from which appreciation is measured or purchase price, if any, applicable to any award, determine, modify, accelerate and waive the terms and conditions of any award, determine the form of settlement of awards, prescribe forms, rules and procedures relating to the Amended Plan and awards and otherwise to do all things necessary or desirable to carry out the purposes of the Amended Plan or any award. The Compensation Committee may delegate such of its duties, powers and responsibilities as it may determine to one or more of its members, members of the Board and, to the extent permitted by law, our officers, and may delegate to employees and other persons such ministerial tasks as it deems appropriate. As used in this summary, the term “Administrator” refers to the Compensation Committee and its authorized delegates, as applicable.

Eligibility

Our employees, directors, consultants, and advisors are eligible to participate in the Amended Plan. Eligibility for stock options intended to be incentive stock options (“ISOs”), is limited to our employees or employees of certain of our affiliates. Eligibility for stock options other than ISOs and stock appreciation rights (“SARs”) is limited to individuals who are providing direct services to us or certain of our affiliates on the date of grant of the award.

As of April 10, 2023, approximately 335 employees and all of the non-employee directors would be eligible to participate in the Amended Plan, including all of our executive officers. In addition, certain consultants may, in the future, become eligible to participate in the Amended Plan, though, as of the date of this Proxy Statement, no grants to any consultants are expected.

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Authorized Shares

Subject to adjustment as described below, the maximum number of shares of our Common Stock that may be delivered in satisfaction of awards under the Amended Plan is 63,651,605, if the LTIP Proposal is approved, and 67,413,738, if the LTIP Proposal is not approved (the “Share Pool”). The Share Pool will automatically increase on January 1 of each year from 2024 to 2031 by the lesser of 5% of the number of shares of Class A Common Stock and Class B Common Stock outstanding as of the close of business on the immediately preceding December 31 and the number of shares determined by the Board on or prior to such date for such year. The number of shares of Class A Common Stock delivered in satisfaction of awards under the Amended Plan is determined (i) by excluding shares withheld by us in payment of the exercise price or purchase price of the award or in satisfaction of tax withholding requirements with respect to the award, (ii) by including only the number of shares delivered in settlement of a SAR any portion of which is settled in shares of our Common Stock, and (iii) by excluding any shares underlying awards settled in cash or that expire, become un-exercisable, terminate or are forfeited to us without the delivery (or retention, in the case of restricted stock or unrestricted stock) of shares of our Common Stock. The number of shares available for delivery under the Amended Plan will not be increased by any shares that have been delivered under the Amended Plan and are subsequently repurchased using proceeds directly attributable to stock option exercises.

Shares that may be delivered under the Amended Plan may be authorized but unissued shares, treasury shares or previously issued shares acquired by us.

Director Limits

The aggregate value of all compensation granted or paid to any of our non-employee directors with respect to any calendar year, including awards under the Amended Plan, for his or her services as a director during such calendar year, may not exceed $750,000 ($1 million with respect to the director’s first year of service) with the value of any awards under the Amended Plan calculated based on their grant date fair value and assuming maximum payout.

Types of Awards

The Amended Plan provides for the grant of stock options, SARs, restricted and unrestricted stock and stock units, performance awards and other awards that are convertible into or otherwise based on our Common Stock. Dividend equivalents may also be provided in connection with certain awards under the Amended Plan, provided that any dividend equivalents will be subject to the same risk of forfeiture, if any, as applies to the underlying award.

•

Stock options and SARs. The Administrator may grant stock options, including ISOs and SARs. A stock option is a right entitling the holder to acquire shares of our Common Stock upon payment of the applicable exercise price. A SAR is a right entitling the holder upon exercise to receive an amount (payable in cash or shares of equivalent value) equal to the excess of the fair market value of the shares subject to the right over the base value from which appreciation is measured. The exercise price per share of each stock option, and the base value of each SAR, granted under the Amended Plan shall be no less than 100% of the fair market value of a share on the date of grant (110% in the case of certain ISOs). Other than in connection with certain corporate transactions or changes to our capital structure, stock options and SARs granted under the Amended Plan may not be repriced, amended, or substituted for with new stock options or SARs having a lower exercise price or base value, nor may any consideration be paid upon the termination of any stock options or SARs that have a per share exercise or base price greater than the fair market value of a share on the date of such termination, in each case, without stockholder approval. Each stock option and SAR will have a maximum term of not more than ten years from the date of grant (or five years, in the case of certain ISOs).

•

Restricted and unrestricted stock and stock units. The Administrator may grant awards of stock, stock units, restricted stock and restricted stock units. A stock unit is an unfunded and unsecured promise, denominated in shares, to deliver shares or cash measured by the value of shares in the future, and a restricted stock unit is a stock unit that is subject to the satisfaction of specified performance or other vesting conditions. Restricted stock are shares subject to restrictions requiring that they be forfeited, redelivered or offered for sale to us if specified performance or other vesting conditions are not satisfied.

•	Performance awards. The Administrator may grant performance awards, which are awards subject to the achievement of performance criteria.

•	Other stock-based awards. The Administrator may grant other awards that are convertible into or otherwise based on shares of our Common Stock, subject to such terms and conditions as it determines.

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•	Substitute awards. The Administrator may grant substitute awards in connection with certain corporate transactions, which may have terms and conditions that are inconsistent with the terms and conditions of the Amended Plan.

Vesting; Terms of Awards

The Administrator determines the terms and conditions of all awards granted under the Amended Plan, including the time or times an award vests or becomes exercisable, the terms and conditions on which an award remains exercisable, and the effect of termination of a participant’s employment or service on an award. The Administrator may at any time accelerate the vesting or exercisability of an award. The Administrator may terminate rescind, withhold or otherwise limit or restrict any award if a participant is not in compliance with all applicable provisions of the Amended Plan and/or any award agreement evidencing the grant of an award, or if the participant breaches any restrictive covenants.

Transferability of Awards

Except as the Administrator may otherwise determine, awards may not be transferred other than by will or by the laws of descent and distribution.

Effect of Certain Transactions

In the event of certain covered transactions (including the consummation of a consolidation, Business Combination or similar transaction, the sale of all or substantially all of our assets or shares of our Common Stock, or our dissolution or liquidation), the Administrator may, with respect to outstanding awards, provide for (in each case, on such terms and subject to such conditions as it deems appropriate):

•	The assumption, substitution or continuation of some or all awards (or any portion thereof) by the acquiror or surviving entity;

•	The acceleration of exercisability or delivery of shares in respect of any award, in full or in part; and/or

•	The cash payment in respect of some or all awards (or any portion thereof) equal to the difference between the fair market value of the shares subject to the award and its exercise or base price, if any.

Except as the Administrator may otherwise determine, each award will automatically terminate or be forfeited immediately upon the consummation of the covered transaction, other than awards that are substituted for, assumed, or that continue following the covered transaction.

Adjustment Provisions

In the event of certain corporate transactions, including a stock dividend, stock split or combination of shares (including a reverse stock split), recapitalization or other change in our capital structure, the Administrator shall make appropriate adjustments to the maximum number of shares that may be delivered under the Amended Plan, the individual award limits, the number and kind of securities subject to, and, if applicable, the exercise or purchase prices (or base values) of outstanding awards, and any other provisions affected by such event.

Clawback

The Administrator may provide that any outstanding award, the proceeds of any award or shares acquired thereunder, and any other amounts received in respect of any award or shares acquired thereunder will be subject to forfeiture and disgorgement to us, with interest and other related earnings, if the participant to whom the award was granted is not in compliance with any provision of the Amended Plan or any award, any non-competition, non-solicitation, no-hire, non-disparagement, confidentiality, invention assignment or other restrictive covenant, or any company policy that relates to trading on non-public information and permitted transactions with respect to shares of our Common Stock or provides for forfeiture, disgorgement or clawback, or as otherwise required by law or applicable stock exchange listing standards.

Amendments and Termination

The Administrator may at any time amend the Amended Plan or any outstanding award and may at any time suspend or terminate the Amended Plan as to future grants. However, except as expressly provided in the Amended Plan, the Administrator may not alter the terms of an award so as to materially and adversely affect a participant’s rights

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without the participant’s consent (unless the Administrator expressly reserved the right to do so in the applicable award agreement). Any amendments to the Amended Plan will be conditioned on stockholder approval to the extent required by applicable law, regulations, or stock exchange requirements.

Term

No awards shall be granted under the Amended Plan after June 30, 2031, but awards previously granted may extend beyond that time.

U.S. Federal Income Tax Consequences

The following is a summary of U.S. federal income tax consequences associated with awards granted under the Amended Plan. The summary does not purport to cover federal employment tax or other U.S. federal tax consequences that may be associated with the Amended Plan, nor does it cover state, local or non-U.S. taxes, except as may be specifically noted. The Amended Plan is not subject to the Employee Retirement Income Security Act of 1974, as amended, and is not intended to be qualified under Section 401(a) of the Internal Revenue Code of 1986, as amended (the “Code”).

Stock Options (other than ISOs)

In general, a participant has no taxable income upon the grant of a stock option that is not intended to be an ISO (an “NSO”) but realizes income in connection with the exercise of the NSO in an amount equal to the excess (at the time of exercise) of the fair market value of the shares acquired upon exercise over the exercise price. A corresponding deduction is generally available to us, subject to the limitations set forth in the Code. Upon a subsequent sale or exchange of the shares, any recognized gain or loss is treated as a capital gain or loss for which we are not entitled to a deduction.

Incentive Stock Options (ISOs)

In general, a participant realizes no taxable income upon the grant or exercise of an ISO. However, the exercise of an ISO may result in an alternative minimum tax liability to the participant. With some exceptions, a disposition of shares purchased pursuant to an ISO within two years from the date of grant or within one year after exercise produces ordinary income to the participant (and generally a deduction to us, subject to the limitations set forth in the Code) equal to the value of the shares at the time of exercise less the exercise price. Any additional gain recognized in the disposition is treated as a capital gain for which we are not entitled to a deduction. If the participant does not dispose of the shares until after the expiration of these one and two-year holding periods, any gain or loss recognized upon a subsequent sale of shares purchased pursuant to an ISO is treated as a long-term capital gain or loss for which we are not entitled to a deduction.

Stock Appreciation Rights (SARs)

The grant of a SAR does not itself result in taxable income, nor does taxable income result merely because a SAR becomes exercisable. In general, a participant who exercises a SAR for shares of stock or receives payment in cancellation of a SAR will have ordinary income equal to the amount of any cash and the fair market value of any stock received upon such exercise. A corresponding deduction is generally available to us, subject to the limitations set forth in the Code.

Unrestricted Stock Awards

A participant who purchases or is awarded unrestricted stock generally has ordinary income equal to the excess of the fair market value of the shares at that time over the purchase price, if any, and a corresponding deduction is generally available to us, subject to the limitations set forth in the Code.

Restricted Stock Awards

A participant who is awarded or purchases shares subject to a substantial risk of forfeiture generally does not have income until the risk of forfeiture lapses. When the risk of forfeiture lapses, the participant has ordinary income equal to the excess of the fair market value of the shares at that time over the purchase price, if any, and a corresponding deduction is generally available to us, subject to the limitations set forth in the Code. However, a participant may make an election under Section 83(b) of the Code to be taxed on restricted stock when it is acquired rather than later,

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when the substantial risk of forfeiture lapses. A participant who makes an effective 83(b) election will realize ordinary income equal to the fair market value of the shares as of the time of acquisition less any price paid for the shares. A corresponding deduction will generally be available to us, subject to the limitations set forth in the Code. If a participant makes an effective 83(b) election, no additional income results by reason of the lapsing of the restrictions.

For purposes of determining capital gain or loss on a sale of shares awarded under the Amended Plan, the holding period in the shares begins when the participant recognizes taxable income with respect to the transfer. The participant’s tax basis in the shares equals the amount paid for the shares plus any income realized with respect to the transfer. However, if a participant makes an effective 83(b) election and later forfeits the shares, the tax loss realized as a result of the forfeiture is limited to the excess of what the participant paid for the shares (if anything) over the amount (if any) realized in connection with the forfeiture.

Restricted Stock Units (RSUs)

The grant of a restricted stock unit does not itself generally result in taxable income. Instead, the participant is taxed upon vesting (and a corresponding deduction is generally available to us, subject to the limitations set forth in the Code), unless he or she has made a proper election to defer receipt of the shares (or cash if the award is cash settled) under Section 409A of the Code. If the shares delivered are restricted for tax purposes, the participant will instead be subject to the rules described above for restricted stock.

Application of Section 409A of the Code

Section 409A of the Code imposes an additional 20% tax and interest on an individual receiving non-qualified deferred compensation under a plan that fails to satisfy certain requirements.

While the awards to be granted pursuant to the Amended Plan are expected to be designed in a manner intended to comply with the requirements of Section 409A of the Code, if they are not exempt from coverage under such section, if they do not, a participant could be subject to additional taxes and interest.

New Plan Benefits

No awards have been granted pursuant to the Amended Plan that are contingent upon the approval by our stockholders of the Proposed Amendment to the Plan. Future awards under the Amended Plan will be granted at the discretion of the Board, provided that if the LTIP Proposal is approved, the Compensation Committee will issue the New PSOs under the parameters set forth in the LTIP Proposal. Subject to the foregoing, the number of future awards under the Amended Plan to be received by particular employees, directors or consultants is presently not determinable. The following table provides information with respect to the number of shares granted under the Plan as of December 31, 2022. This table (a) does not include 18,863,169 shares of Class A Common Stock underlying stock options issued under Legacy Astra’s 2016 Equity Incentive Plan (including options to acquire 6,650 shares of Class A Common Stock by Mr. Kemp, and options to acquire 710,905 shares of Class A Common Stock by Mr. Attiq) or shares for issuance in connection with stock option and restricted stock grants made after December 31, 2022, and (b) includes 5,220,689 shares underlying restricted stock units which have vested prior to and including December 31, 2022, which shares are already issued and outstanding as of December 31, 2022.

	2022
Name and Title	Number of Shares Subject to Stock Options	Number of Shares Subject to Stock Awards
Chris Kemp, Chief Executive Officer	8,243,578	867,745
Adam London, Chief Technology Officer	2,169,362	433,873
Axel Martinez, Chief Financial Officer	—	1,500,000
Martin Attiq, Chief Business Officer	2,258,188	345,047

All Current Executive Officers and Senior Management as Group	13,421,128	4,876,649
All Current Non-Executive Directors as a Group	—	307,884
All Current Non-Executive Officer and Senior Management as a Group	100,000	12,801,178
All Current Consultants and Independent Contractors as a Group	—	163,000

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The Board recommends a vote “FOR” the Amendment to 2021 Omnibus Incentive Plan Proposal.

Proxies received by the Board will be voted “FOR” the Amendment to 2021 Omnibus Incentive Plan Proposal unless a contrary vote is specified.

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PROPOSAL 5

RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2023

The Audit Committee is directly responsible for the appointment, compensation, retention, and oversight of the independent registered public accounting firm retained to audit the Company’s consolidated financial statements. To execute this responsibility, the Audit Committee engages in a thorough annual evaluation of (i) the independent registered public accounting firm’s qualifications, performance, and independence, (ii) whether the independent registered public accounting firm should be rotated, and (iii) the advisability and potential impact of selecting a different independent registered public accounting firm.

On March 18, 2022, the Audit Committee appointed PricewaterhouseCoopers LLP (“PwC”), an independent registered public accounting firm, to audit the consolidated financial statements of the Company and its subsidiaries for the year ending December 31, 2022. PwC had not previously held this position in relation to the Company. In accordance with SEC rules and PwC policies, audit partners are subject to rotation requirements to limit the number of consecutive years an individual partner may provide audit services to the Company. For lead and concurring review audit partners, the maximum number of consecutive years of service in that capacity is five years. The Audit Committee was involved in the selection of PwC’s lead audit partner.

The Audit Committee and the Board believe that the retention of PwC to serve as Astra’s independent registered public accounting firm for the year ending December 31, 2023, is in the best interests of the Company and its stockholders. If the stockholders do not ratify the appointment of PwC, the Audit Committee will reconsider its selection. Representatives of PwC are expected to attend the Annual Meeting where they will be available to respond to questions and, if they desire, to make a statement.

The Board recommends a vote “FOR” the ratification of the appointment of PwC as Astra’s

independent registered public accounting firm for the year ending December 31, 2023.

Proxies received by the Board will be voted “FOR” ratification unless a contrary vote is specified.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information known to the Company regarding the beneficial ownership of our Class A Common Stock and Class B Common Stock as of April 10, 2023 by:

•	each person known by us to beneficially own more than 5% of our Common Stock;

•	each of our named executive officers;

•	each of our directors (including the director nominees); and

•	all of our directors and executive officers as a group.

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if they possess sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days. In computing the number of shares of Class A Common Stock and Class B Common Stock beneficially owned by a person and the percentage ownership, the Company deemed outstanding shares of its Class A Common Stock subject to options held by that person that are currently exercisable or exercisable within 60 days and restricted stock units held by that person that are subject to vest within 60 days. The Company did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person.

The beneficial ownership of Company stock is based on 215,286,444 shares of Class A Common Stock and 55,539,188 shares of Class B Common Stock issued and outstanding as of April 10, 2023.

Unless otherwise indicated, the Company believes that each person named in the table below has sole voting and investment power with respect to all of the Class A Common Stock and Class B Common Stock beneficially owned by them. Except as otherwise indicated, the address of each beneficial owner listed is c/o Astra Space, Inc., 1900 Skyhawk Street, Alameda, California 94501.

Name and Address of Beneficial Owner	Number of Shares of Class A Common Stock	% of Class A Common Stock	Number of Shares of Class B Common Stock	% of Class B Common Stock	% of Total Voting Power**
Directors and Executive Officers:
Martin Attiq⁽¹⁾⁽²⁾	1,109,244	*	—	—	*
Michèle Flournoy⁽¹⁾⁽³⁾	60,826	*	—	—	*
Chris C. Kemp⁽¹⁾⁽⁴⁾	1,397,796	*	27,095,633	48.8%	35.3%
Michael E. Lehman⁽¹⁾⁽⁵⁾	182,781	*	—	—	*
Adam London⁽¹⁾⁽⁶⁾	492,415	*	28,443,555	51.2%	37.0%
Axel Martinez^(1)((7)	—	—	—	—	—
Lisa Nelson⁽¹⁾⁽⁸⁾	74,863	*	—	—	*
Scott Stanford⁽¹⁾⁽⁹⁾	28,560,788	13.3%	—	—	3.7%
Julie Cullivan^(1)(10)	40,650	*	—	—	*
Kelyn Brannon^(1)(11)	—	—	—	—	—
All directors and executive officers as a group (ten individuals)	31,919,363	14.5%	55,539,188	100%	76.0%

SEC Form DEF 14A filed by Astra Space Inc.