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

 

Check the appropriate box:

Global Eagle Entertainment Inc.

Payment of filing fee (Check the appropriate box):

TABLE OF CONTENTS

Global Eagle Entertainment Inc.

4553 Glencoe Avenue
Los Angeles, California 90292

May 1, 2014

Dear Fellow Stockholders:

You are cordially invited to attend the 2014 Annual Meeting of Stockholders of Global Eagle Entertainment Inc. on Friday, June 6, 2014, at 7:30 a.m. (local time) at The London Hotel, 151 West 54^th Street, New York, New York 10019.

Details about the business to be conducted at the Annual Meeting and other information can be found in the attached Notice of Annual Meeting of Stockholders and Proxy Statement. As a stockholder, you will be asked to vote on a number of proposals.

Whether or not you plan to attend the Annual Meeting of Stockholders in person, your vote is important. After reading the attached Notice of Annual Meeting of Stockholders and Proxy Statement, please submit your proxy or voting instructions promptly.

On behalf of the management team and your Board of Directors, thank you for your continued support and interest in Global Eagle Entertainment Inc.

Sincerely,

John LaValle
Chief Executive Officer and Director

TABLE OF CONTENTS

Global Eagle Entertainment Inc.

4553 Glencoe Avenue
Los Angeles, California 90292

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on June 6, 2014

The 2014 Annual Meeting of Stockholders of Global Eagle Entertainment Inc. (the “Annual Meeting”) will be held on June 6, 2014 at 7:30 a.m. (local time) at The London Hotel, 151 West 54^th Street, New York, New York 10019, for the following purposes:

These items of business are more fully described in the Proxy Statement accompanying this Notice.

Stockholders of record of the company’s common stock as of the close of business on April 23, 2014 are entitled to receive notice of and to vote at the Annual Meeting of Stockholders and any and all adjournments or postponements thereof. Stockholders who hold shares in street name may vote through their brokers, banks or other nominees.

Regardless of the number of shares you own and whether you plan to attend the Annual Meeting, please vote. All stockholders of record can vote (i) over the Internet by accessing the Internet website specified on the enclosed proxy card and following the instructions provided to you, (ii) by calling the toll-free telephone number specified on the enclosed proxy card and following the instructions when prompted, (iii) by written proxy by signing and dating the enclosed proxy card and returning it, or (iv) by attending the Annual Meeting in person.

We encourage you to receive all proxy materials in the future electronically to help us save printing costs and postage fees, as well as natural resources in producing and distributing these materials. If you wish to receive these materials electronically in the future, please follow the instructions on the proxy card.

By Order of the Board of Directors,

Jay Itzkowitz
Senior Vice President, General Counsel and Secretary

May 1, 2014

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 6, 2014
This Notice of Annual Meeting and Proxy Statement and our Annual Report are available on our website at www.globaleagleent.com under “Investors — Financial Information.”

TABLE OF CONTENTS

TABLE OF CONTENTS

		Page
QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING			1
PROPOSAL 1 — ELECTION OF DIRECTORS			6
DIRECTORS AND EXECUTIVE OFFICERS			7
Directors			7
Executive Officers			10
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE			11
Director Independence			11
Board Leadership Structure			11
Role of the Board in Risk Oversight			11
Meetings of the Board of Directors			12
Information Regarding Committees of the Board of Directors			12
Audit Committee			12
Compensation Committee			13
Compensation Committee Interlocks and Insider Participation			14
Nominating Committee			14
Director Nominations			14
Stockholder Communications with the Board of Directors			15
Code of Ethics			15
Director Compensation			15
EXECUTIVE COMPENSATION			17
Compensation Discussion and Analysis			17
Summary Compensation Table for 2013			23
Grants of Plan-Based Awards for 2013			24
Outstanding Equity Awards at 2013 Year-End			25
Securities Authorized for Issuance under Equity Compensation Plans			25
Employment Agreements			25
Potential Payments upon Termination or Change in Control			26
COMPENSATION COMMITTEE REPORT			29
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			30
Section 16(a) Beneficial Ownership Reporting Compliance			32
PROPOSAL 2 — ADVISORY VOTE TO APPROVE THE COMPANY’S EXECUTIVE COMPENSATION			33
PROPOSAL 3 — ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS			34
PROPOSAL 4 — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			35
AUDIT-RELATED MATTERS			36
Change in Registered Public Accounting Firm			36
Independent Registered Public Accounting Firm Fees			37
Pre-Approval Policy and Procedures			37
Report of the Audit Committee			38

TABLE OF CONTENTS

		Page
RELATED PERSON POLICY AND TRANSACTIONS			39
Related Person Transactions Policy and Procedures			39
Related Person Transactions			39
OTHER MATTERS			41
Householding of Proxy Materials			41
Electronic Access to Proxy Statement and Annual Report			41

TABLE OF CONTENTS

Global Eagle Entertainment Inc.

4553 Glencoe Avenue
Los Angeles, California 90292

 

PROXY STATEMENT
FOR THE 2014 ANNUAL MEETING OF STOCKHOLDERS
To Be Held on June 6, 2014

 

This Proxy Statement is being furnished to stockholders of record of Global Eagle Entertainment Inc. (“Global Eagle,” the “Company,” “we,” “us” or “our”) as of the close of business on April 23, 2014 in connection with the solicitation by our Board of Directors of proxies for the 2014 Annual Meeting of Stockholders (the “Annual Meeting”) to be held at The London Hotel, 151 West 54^th Street, New York, New York 10019, on Friday, June 6, 2014, at 7:30 a.m. (local time), or at any and all adjournments or postponements thereof, for the purposes stated in the Notice of Annual Meeting of Stockholders. The approximate date of mailing of this Proxy Statement and the enclosed form of proxy is May 1, 2014.

QUESTIONS AND ANSWERS
ABOUT THESE PROXY MATERIALS AND VOTING

Why am I receiving these materials?

We have sent you these proxy materials because our Board of Directors is soliciting your proxy to vote at the Annual Meeting, including at any adjournments or postponements of the meeting. You are invited to attend the Annual Meeting to vote on the proposals described in this Proxy Statement. However, you do not need to attend the meeting to vote your shares. Instead, you may simply complete, sign and return the enclosed proxy card, or follow the instructions below to submit your proxy over the telephone or through the Internet.

How do I attend the Annual Meeting?

The Annual Meeting will be held at The London Hotel, 151 West 54^th Street, New York, New York 10019, on Friday, June 6, 2014, at 7:30 a.m. (local time). For directions, contact The London Hotel at (212) 307-5000. Information on how to vote in person at the Annual Meeting is discussed below.

Who can vote at the Annual Meeting?

Only stockholders of record at the close of business on April 23, 2014, the record date for the Annual Meeting, will be entitled to vote at the Annual Meeting. On this record date, there were 52,866,867 shares of common stock outstanding and entitled to vote. For ten days prior to the Annual Meeting, during normal business hours, a complete list of all stockholders on the record date will be available for examination by any stockholder at the Company’s offices at 4553 Glencoe Avenue, Los Angeles, California 90292. The list of stockholders will also be available at the Annual Meeting.

Stockholder of Record: Shares Registered in Your Name

If at the close of business on April 23, 2014 your shares were registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, LLC, then you are a stockholder of record. As a stockholder of record, you may vote in person at the meeting or vote by proxy. Whether or not you plan to attend the meeting, we urge you to fill out and return the enclosed proxy card or vote by proxy over the telephone or through the Internet as instructed below to ensure your vote is counted.

Beneficial Owner: Shares Registered in the Name of a Broker or Bank

If at the close of business on April 23, 2014 your shares were held in an account at a brokerage firm, bank, dealer or other similar organization, rather than in your own name, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. The organization holding your account is considered to be the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker or other agent regarding how

TABLE OF CONTENTS

to vote the shares in your account. You are also invited to attend the Annual Meeting. However, since you are not the stockholder of record, you may not vote your shares in person at the meeting unless you request and obtain a valid proxy from your broker or other agent.

What am I voting on?

There are four matters scheduled for a vote:

What are our Board of Directors’ recommendations?

Unless you give other instructions on your proxy card, or by telephone or on the Internet, the persons named as proxy holders on the proxy card will vote in accordance with the recommendations of our Board of Directors. Our Board of Directors’ recommendation is set forth together with the description of each item in this Proxy Statement. In summary, our Board of Directors recommends a vote:

What if another matter is properly brought before the meeting?

The Board of Directors knows of no other matters that will be presented for consideration at the Annual Meeting. If you have submitted a proxy and any other matter is properly presented at the meeting, your proxyholder (one of the individuals named on your proxy card) will vote your shares using his best judgment.

How do I vote?

For Proposal 1, you may either vote “For” all the nominees to the Board of Directors or you may “Withhold” your vote for any one or more nominees you specify. For Proposals 2 and 4, you may vote “For” or “Against” or abstain from voting. For Proposal 3, you may vote for every year, every two years, every three years or abstain from voting.

The procedures for voting are fairly simple:

Stockholder of Record: Shares Registered in Your Name

If you are a stockholder of record, you may vote in person at the Annual Meeting, vote by proxy using the enclosed proxy card, vote by proxy over the telephone or vote by proxy through the Internet. Whether or not you plan to attend the meeting, we urge you to vote by proxy to ensure your vote is counted. You may still attend the meeting and vote in person even if you have already voted by proxy.

TABLE OF CONTENTS

Beneficial Owner: Shares Registered in the Name of Broker or Bank

If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, you should have received a proxy card and voting instructions with these proxy materials from that organization rather than from us. Simply complete and mail the proxy card to ensure that your vote is counted. Alternatively, you may vote by telephone or through the Internet as instructed by your broker or bank. To vote in person at the Annual Meeting, you must obtain a valid proxy from your broker, bank, or other agent. Follow the instructions from your broker or bank included with these proxy materials, or contact your broker or bank to request a proxy form.

How many votes do I have?

On each matter to be voted upon, you have one vote for each share of common stock you owned at the close of business on April 23, 2014.

What happens if I do not vote?

Stockholder of Record: Shares Registered in Your Name

If you are a stockholder of record and do not vote by completing your proxy card, by telephone, through the Internet or in person at the Annual Meeting, your shares will not be voted, nor will your shares count toward the establishment of a quorum for the meeting.

Beneficial Owner: Shares Registered in the Name of Broker or Bank

If you are a beneficial owner and do not instruct your broker, bank or other agent how to vote your shares, the question of whether your broker or nominee will still be able to vote your shares depends on whether the proposal is considered to be a “routine” matter. See below under “What are broker non-votes?” for more information. At the Annual Meeting, only Proposal 4 is considered to be a routine matter. Accordingly, without your instructions, your broker or nominee may not vote your shares on Proposals 1, 2 or 3, but may vote your shares on Proposal 4.

What if I return a proxy card or otherwise vote but do not make specific choices?

If you return a signed and dated proxy card or otherwise vote without marking voting selections, your shares will be voted, as applicable, “For” the election of the three nominees to our Board of Directors, “For” Proposals 2 and 4, and “1 Year” for Proposal 3. If any other matter is properly presented at the meeting, your proxyholder (one of the individuals named on your proxy card) will vote your shares using his best judgment.

Who is paying for this proxy solicitation?

We will pay for the entire cost of soliciting proxies. In addition to these proxy materials, our directors and employees may also solicit proxies in person, by telephone, or by other means of communication. Directors and employees will not be paid any additional compensation for soliciting proxies. We also have hired Morrow & Co., LLC (“Morrow”) to assist us in the distribution of proxy materials and the solicitation of votes described above. Morrow may solicit proxies personally, electronically or by telephone. We will pay Morrow a base fee of $7,500 plus customary costs and expenses for these services. We have agreed to indemnify Morrow against certain liabilities arising out of or in connection with these services. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.

TABLE OF CONTENTS

What does it mean if I receive more than one set of proxy materials?

If you receive more than one set of proxy materials, your shares may be registered in more than one name or in different accounts. Please follow the voting instructions on the proxy card in the proxy materials to ensure that all of your shares are voted.

Can I change my vote after submitting my proxy?

Yes. You can revoke your proxy at any time before the final vote at the meeting. If you are the record holder of your shares, you may revoke your proxy in any one of the following ways:

Your most recent proxy card or telephone or Internet proxy is the one that is counted.

If your shares are held by your broker or bank as a nominee or agent, you should follow the instructions provided by your broker or bank for changing your vote.

When are stockholder proposals and director nominations due for next year’s annual meeting?

To be considered for inclusion in next year’s proxy materials, your proposal must be submitted in writing by February 6, 2015 to our Secretary at 4553 Glencoe Avenue, Los Angeles, California, 90292. If you wish to submit a proposal to be acted on at next year’s annual meeting but not included in next year’s proxy materials, or if you wish to nominate a director, you must provide written notice as required by our amended and restated by-laws no earlier than February 6, 2015 and no later than the close of business on March 9, 2015 to our Secretary at 4553 Glencoe Avenue, Los Angeles, California, 90292. You are also advised to review our amended and restated by-laws, filed with the SEC as an exhibit to the Current Report on Form 8-K, dated February 6, 2013, which contain additional requirements about advance notice of stockholder proposals and director nominations.

How are votes counted?

Votes will be counted by the inspector of election appointed for the meeting, who will separately count, for the election of directors (Proposal 1), votes “For,” “Withhold” and broker non-votes; for the advisory vote to approve the compensation of our named executive officers (Proposal 2) and the ratification of the appointment of our independent registered public accounting firm (Proposal 4), votes “For,” “Against,” abstentions and, if applicable, broker non-votes; and for the advisory vote on the frequency of future advisory votes to approve the compensation of our named executive officers (Proposal 3), votes for every year, every two years and every three years, abstentions and, if applicable, broker non-votes. Broker non-votes, if applicable, will have no effect on the outcome of Proposal 1. Abstentions and broker non-votes, if applicable, will not be counted towards the vote total for Proposals 2, 3 and 4, and thus will have no effect on the outcome of those proposals.

What are “broker non-votes”?

Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee. The proposals presented to the stockholders, other than Proposal 4, the ratification of the appointment of our independent registered public accounting firm, will be considered non-discretionary and therefore your broker, bank, or nominee cannot vote your shares without your instruction. If you do not provide instructions with your proxy, your bank, broker, or other nominee may deliver a proxy card expressly indicating that it is NOT voting your shares; this indication that a bank, broker, or nominee is not voting your shares is referred to as a

TABLE OF CONTENTS

“broker non-vote.” Because banks, brokers and nominees are permitted to vote uninstructed shares on Proposal 4, broker non-votes will be counted for the purpose of determining the existence of a quorum at the Annual Meeting, but will not count for purposes of determining the number of votes cast on Proposals 1, 2 and 3. You should instruct your broker to vote your shares in accordance with directions you provide.

How many votes are needed to approve each proposal?

What is the quorum requirement?

Holders of a majority in voting power of the Company’s issued and outstanding capital stock entitled to vote at the Annual Meeting, present in person or represented by proxy, constitute a quorum. In the absence of a quorum, the chairman of the Annual Meeting will have the power to adjourn the Annual Meeting. As of the record date for the Annual Meeting, 26,433,434 shares of our common stock would be required to achieve a quorum.

Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or if you vote in person at the meeting. Abstentions and broker non-votes will be counted towards the quorum requirement.

How can I find out the results of the voting at the Annual Meeting?

Preliminary voting results may be announced at the Annual Meeting. In addition, final voting results will be published in a Current Report on Form 8-K that we expect to file with the SEC within four business days after the Annual Meeting. If final voting results are not available to us in time to file a Form 8-K within four business days after the meeting, we intend to file a Form 8-K to publish preliminary results and, within four business days after the final results are known to us, file an additional Form 8-K to publish the final results.

What proxy materials are available on the Internet?

The Notice of Annual Meeting and Proxy Statement and Annual Report are available at www.globaleagleent.com.

TABLE OF CONTENTS

PROPOSAL 1
 
ELECTION OF DIRECTORS

Our Board of Directors currently consists of eight directors, and is divided into three classes. The number of directors is split among the three classes as equally as possible. The term of each directorship is three years so that one class of directors is elected each year. All directors are elected for three-year terms and until their successors are elected and qualified, or, if sooner, until the director’s death, resignation or removal. The current size and composition of the Board of Directors has been in place since January 31, 2013, the date on which we completed the acquisition of all of the outstanding capital stock of Row 44, Inc. (“Row 44”) and 86% of the shares of Advanced Inflight Alliance AG (“AIA”), in a transaction that we refer to as the “Business Combination.” This is the first year we will hold an annual meeting of stockholders.

At the Annual Meeting, the stockholders will vote to elect three current Class III directors, Louis Bélanger-Martin, John LaValle and Robert W. Reding. The Class III directors will have a term expiring at the 2017 Annual Meeting of Stockholders. Information concerning each nominee for director is set forth below under “Directors and Executive Officers.”

Directors are elected by a plurality of the votes of the holders of shares present in person or represented by proxy and entitled to vote on the election of directors. The three nominees for director receiving a plurality of the votes cast (from the holders of shares present in person or represented by proxy and entitled to vote on the election of directors) will be elected. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the three nominees named below. Broker non-votes, if applicable, will have no effect on the outcome of this proposal. If any nominee becomes unavailable for election as a result of an unexpected occurrence, your shares will be voted for the election of a substitute nominee proposed by us. Each person nominated for election has agreed to serve if elected. Our management has no reason to believe that any nominee will be unable to serve.

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH
OF LOUIS BÉLANGER-MARTIN, JOHN LAVALLE AND ROBERT W. REDING AS
CLASS III MEMBERS OF OUR BOARD OF DIRECTORS.

TABLE OF CONTENTS

DIRECTORS AND EXECUTIVE OFFICERS

Directors

CLASS III DIRECTOR NOMINEES
Terms Expiring at the Annual Meeting

Louis Bélanger-Martin, 43

Louis Bélanger-Martin joined our Board of Directors upon the consummation of the Business Combination. Mr. Bélanger-Martin has over 20 years of management, financial and business development experience. He is the former Chief Executive Officer of AIA. He served as AIA’s Chief Executive Officer from August 2011 to October 2013 and as a member of the Management Board of AIA from October 2010 to October 2013. Mr. Bélanger-Martin previously served as Chief Operating Officer of AIA from October 2010 to August 2011. From 1995 to October 2010, Mr. Bélanger-Martin served as Chief Executive Officer of DTI Software (“DTI”), a provider of in-flight entertainment software and services provider, which he co-founded and which was sold to AIA in 2008. Mr. Bélanger-Martin served in various roles at DTI, and currently remains on the board of directors of DTI. In 1998, Mr. Bélanger-Martin co-founded Groupe W Inc., a private equity firm of which he is currently a director. Mr. Bélanger-Martin is also a director of Sonifi Solutions, Inc. (formerly LodgeNet), a privately held interactive content and connectivity solutions provider, and Hybrid Paytech World Inc., a mobile credit, debit and ecouponing company that is publicly listed on The Canadian Securities Exchange. Mr. Bélanger-Martin is a certified public accountant and certified management accountant and Chartered Administrator (Adm.A).

We believe Mr. Bélanger-Martin is qualified to serve on our Board of Directors due to his extensive experience as the Chief Executive Officer of AIA, the co-founder and chief executive officer of DTI and in the in-flight entertainment industry in general.

John LaValle, 57

John LaValle joined our Board of Directors and has been our Chief Executive Officer since the consummation of the Business Combination. Mr. LaValle was promoted to Chief Executive Officer of our wholly-owned subsidiary, Row 44, in January 2012. Prior to that time, he served as Row 44’s Chief Operating Officer and Chief Financial Officer, positions that he held since he joined the Company in June 2007. From 2005 to 2006, Mr. LaValle was Chief Operating Officer and Chief Financial Officer of National Beverage Properties, a beverage distribution finance company. From 2002 to 2005, he was Chief Financial Officer of Telasic Communications, a privately held telecommunications company. From 2001 to 2002, he was Chief Financial Officer of Lightcross, a silicon photonics company that was subsequently merged with Kotuta. From 1998 to 2000, Mr. LaValle was Chief Financial Officer and Executive Vice President Operations of Stamps.com, a NASDAQ traded Internet postage and shipping company. From 1997 to 1998 he was Chief Financial Officer of Comcore Semiconductor, a developer of high-speed communications chips that was sold to National Semiconductor in 1998. He graduated Summa Cum Laude from Boston College and earned an MBA from Harvard Business School.

We believe Mr. LaValle is qualified to serve on our Board of Directors due to his significant experience in the management and operations of Row 44, and his considerable operating and management experience in several technology and middle-market companies.

Robert W. Reding, 64

Robert W. Reding joined our Board of Directors following the consummation of the Business Combination. Mr. Reding has been a consultant in the commercial airline industry since January 2012. From September 2007 until December 2012, Mr. Reding was Executive Vice President-Operations for American Airlines and Executive Vice President of AMR Corporation. Prior to that, Mr. Reding served as Senior Vice President-Technical Operations for American from May 2003 to September 2007. In November 2011, AMR Corporation filed for protection under Chapter 11 of the United States Bankruptcy Code pursuant to a pre-packaged plan of reorganization. Mr. Reding joined AMR Corporation in March 2000 and served as Chief Operations Officer of AMR Eagle through May 2003. Prior to joining AMR Corporation, Mr. Reding served as President and Chief Executive Officer of Reno Air from 1992 to 1998 and President and Chief Executive

TABLE OF CONTENTS

Officer of Canadian Regional Airlines from 1998 to March 2000. Mr. Reding is a distinguished graduate of the United States Air Force pilot training program and served as an officer and pilot flight examiner with the United States Air Force from 1972 to 1979. He has an FAA Air Transport Pilot Rating for Douglas DC-9-MD-80 and Boeing 737 series aircraft and has accumulated over 10,000 hours as a commercial pilot. Mr. Reding is an honors graduate from the California State Polytechnic University with a Bachelor of Science degree in Aeronautical Engineering and received his master's degree in Business Administration from Southern Illinois University. He is a member of the President's Council of the California State Polytechnic University and has served as a board member on numerous aviation, civic and charitable organizations.

We believe Mr. Reding is qualified to serve on our Board of Directors due to his more than 20 years of experience in the airline industry.

CLASS I DIRECTORS REMAINING IN OFFICE
Terms Expiring at the 2015 Annual Meeting of Stockholders

Jeffrey E. Epstein, 57

Jeffrey E. Epstein joined our Board of Directors upon the consummation of the Business Combination in January 2013 and is our Lead Director, Chairman of the Audit Committee, and a member of the Nominating Committee. Mr. Epstein is an Operating Partner at Bessemer Venture Partners, a venture capital firm, which he joined in November 2011. He also serves as a Senior Advisor at Oak Hill Capital Partners, a private equity firm, which he joined in August 2011. Mr. Epstein was Executive Vice President and Chief Financial Officer of Oracle Corporation (NYSE: ORCL) from September 2008 to April 2011. Mr. Epstein has served as a director of The Priceline Group (NASDAQ: PCLN) since April 2003, and is a member of the Audit Committee and the Compensation Committee of that company. Since April 2012, Mr. Epstein has served on the Board of Directors and as a member of the Audit Committee and the Nominating and Governance Committee of Shutterstock, Inc. (NYSE: SSTK) Mr. Epstein serves on the Board of Directors of Kaiser Permanente, a leading non-profit U.S. health care provider and health plan.

We believe Mr. Epstein is qualified to serve on our Board of Directors due to his expertise in finance as a former chief financial officer of multiple publicly held companies, including Oracle Corporation, one of the world’s largest enterprise software companies.

Jeffrey A. Leddy, 59

Jeffrey A. Leddy joined our Board of Directors upon the consummation of the Business Combination. Mr. Leddy has been the Chief Executive Officer of Hughes Telematics, Inc. and has served as a member of its board of directors since the merger in March 2009 between Hughes Telematics, Inc., a privately-held company (“Old HTI”) and Polaris Acquisition Corp., with Hughes Telematics, Inc. surviving (“New HTI”). Mr. Leddy served as the Chief Executive Officer of Old HTI from December 2006 to March 2009 and has served as the Chief Executive Officer of New HTI since March 2009. Mr. Leddy also served as a member of Old HTI’s board of directors from March 2006 until March 2009 and has served as a member of New HTI’s board of directors since March 2009. From April 2003 through December 2006, Mr. Leddy served as Chief Executive Officer and President of SkyTerra Communications, Inc. (“SkyTerra”). Prior to serving as Chief Executive Officer and President, Mr. Leddy served as the President and Chief Operating Officer of SkyTerra from October 2002 and its Senior Vice President of Operations from June 2002. From September 1980 to December 2001, Mr. Leddy worked for EMS Technologies serving most recently as Vice President. From 2005 to 2011, Mr. Leddy served on the board of directors of Hughes Communications, Inc. and Hughes Systique Corporation and on the board of managers of Hughes Network Systems, LLC. From 2006 to 2008, Mr. Leddy served on the board of directors of SkyTerra. Mr. Leddy received his bachelor’s degree in Physics from the Georgia Institute of Technology and a master’s degree in Electrical Engineering from Stanford University.

We believe Mr. Leddy is qualified to serve on our Board of Directors due to his extensive experience with satellite communications and telematics businesses and extensive executive experience, including his current position as Chief Executive Officer of New HTI.

TABLE OF CONTENTS

CLASS II DIRECTORS REMAINING IN OFFICE
Terms Expiring at the 2016 Annual Meeting of Stockholders

Jeff Sagansky, 62

Jeff Sagansky was our President from our inception until the consummation of the Business Combination and joined our Board of Directors upon the consummation of the Business Combination. Mr. Sagansky has been President of Silver Eagle Acquisition Corp. (NASDAQ: EAGL) since April 11, 2013. Mr. Sagansky has served as Chairman of Hemisphere Media Capital, a private motion picture and television finance company, since 2008. Since January 2013, Mr. Sagansky has been a member of the Board of Directors of Starz (NASDAQ: STRZA, STRZB) and a member of the Audit Committee and Compensation Committee of that company. From February 2009 to April 2011, he served as non-executive Chairman of RHI Entertainment, Inc., which develops, produces and distributes original made-for-television movies and miniseries. From January 2007 through December 2011, he served as Chairman of Elm Tree Partners, a private casino development company and from September 2007 to February 2009, he served as Co-Chairman of Peace Arch Entertainment Group, Inc., or Peace Arch, a Canadian production and sales company. He also served as interim chief executive officer of Peace Arch from November 2007 to July 2008. From December 2002 to August 2003, he was Vice Chairman of Paxson Communications Corporation, a television network and stations group. From 1998 to 2002, Mr. Sagansky served as Chief Executive Officer of Paxson Communications Corporation. Prior to joining Paxson Communications Corporation, Mr. Sagansky was Co-President of Sony Pictures Entertainment, or SPE, a motion picture, television, and home entertainment production and distribution company which is a subsidiary of Sony Corporation of America, or SCA, from 1996 to 1998 where he was responsible for SPE’s strategic planning and worldwide television operations. Prior to his position with SPE, Mr. Sagansky served as executive vice president of SCA, which he joined in 1994. Prior to joining SCA, Mr. Sagansky was President of CBS Entertainment, a television network, from 1990 to 1994. Mr. Sagansky previously served as president of production and then president of TriStar Pictures, a motion picture and television production and distribution company, from 1985 to 1989. He is currently a director of Scripps Networks Interactive, Inc., a publicly traded lifestyle media company, and serves on its Audit Committee and Corporate Governance Committee. Mr. Sagansky earned a Bachelor of Arts degree from Harvard College and a Masters in Business degree from Harvard Business School.

We believe Mr. Sagansky is qualified to serve on our Board of Directors due to his extensive executive leadership experience with the management and operations of companies in the entertainment sector, including public companies in the television industry, as well as his depth of experience in the media and entertainment industries generally.

Edward L. Shapiro, 49

Edward L. Shapiro is our Executive Chairman and joined our Board of Directors upon the consummation of the Business Combination. Mr. Shapiro is a Partner and Vice President at PAR Capital Management, Inc., a Boston-based investment management firm specializing in investments in travel, media and Internet-related companies. Prior to joining PAR Capital in 1997, Mr. Shapiro was a Vice President at Wellington Management Company, LLP and before that an Analyst at Morgan Stanley & Co. Mr. Shapiro also serves as chairman of the supervisory board of AIA, and is Chairman of the Board of Legend 3D, Inc. and Lumexis Corporation, a member of the Wharton Undergraduate Board and on the Trust Board for Children’s Hospital Boston. He previously served on the board of US Airways from 2005 – 2008. Mr. Shapiro earned his BS in economics from the University of Pennsylvania’s Wharton School and an MBA from UCLA’s Anderson School of Management.

We believe Mr. Shapiro is qualified to serve on our Board of Directors due to his experience in corporate governance matters, considerable expertise in finance and financial matters, deep understanding of Row 44 and the airline industry, and his extensive experience in the travel, media and related businesses.

Harry E. Sloan, 64

Harry E. Sloan was our Chairman and Chief Executive Officer from our inception in 2011 until the consummation of the Business Combination and is now a member of our Board of Directors. Mr. Sloan has been Chairman and Chief Executive Officer of Silver Eagle Acquisition Corp. (NASDAQ: EAGL) since

TABLE OF CONTENTS

April 11, 2013. From October 2005 to August 2009, Mr. Sloan served as Chairman and Chief Executive Officer of Metro-Goldwyn-Mayer, Inc., or MGM, a motion picture, television, home entertainment, and theatrical production and distribution company, and thereafter continued as non-executive chairman until January 2011. He was appointed by a consortium comprised of private equity investors, Comcast Corporation and Sony Corporation of America one year after they agreed to acquire MGM through a leveraged buyout in September 2004. MGM filed for protection under Chapter 11 of the United States Bankruptcy Code in November 2010 pursuant to a pre-packaged plan of reorganization, which was confirmed by a federal bankruptcy court in December 2010. Mr. Sloan served as an outside consultant to MGM pursuant to a consulting agreement which expired in October 2011. From 1990 to 2001, Mr. Sloan was Chairman and Chief Executive Officer of SBS Broadcasting, S.A., or SBS, a European broadcasting group, operating commercial television, premium pay channels, radio stations and related print businesses in Western and Central and Eastern Europe, which he founded in 1990 and continued as Executive Chairman until 2005. In 1999, SBS became the largest shareholder of Lions Gate Entertainment Corp., or Lions Gate, an independent motion picture and television production company. Mr. Sloan served as chairman of the board of Lions Gate from April 2004 to March 2005. From 1983 to 1989, Mr. Sloan was Co-Chairman of New World Entertainment Ltd., an independent motion picture and television production company. In January 2011, Mr. Sloan joined the board of Promotora de Informaciones, S.A., or PRISA, Spain’s largest media conglomerate which owns El Pais, the leading newspaper in the Spanish-speaking world, as well as pay television, radio and digital properties. He has served on the board of ZeniMax Media Inc., an independent producer of interactive gaming and web content, since 1999. Mr. Sloan was appointed by President Ronald Reagan in 1987 to the President's Advisory Council on Trade and Policy Negotiations (ACTPN). He currently serves on the UCLA Anderson School of Management Board of Visitors and the Executive Board of UCLA Theatre, Film and Television. Mr. Sloan received his Juris Doctor from Loyola Law School in 1976 and his Bachelor of Arts degree from the University of California, Los Angeles in 1971.

We believe Mr. Sloan is qualified to serve on our board of directors due to his extensive background and experience as an executive in the media and entertainment industries and his substantial experience in identifying and acquiring a wide variety of businesses.

Executive Officers

Our current executive officers consist of John LaValle, whose biographical information is set forth above on page 7, and David M. Davis, our Chief Financial Officer, Treasurer and Chief Operating Officer.

David M. Davis, 47

David M. Davis has been our Chief Financial Officer and Treasurer since the consummation of the Business Combination and our Chief Operating Officer since January 16, 2014. Mr. Davis joined the Board of Directors of Row 44 in December 2011. In November 2012, Mr. Davis became the Chief Financial Officer of Row 44. In 2010, Mr. Davis co-founded Bearpath Capital, LLC, a private equity investment and advisory firm. From December 2008 to September 2010, he was a senior managing director at Perseus, LLC, a private equity investment firm. From February 2009 to March 2010, Mr. Davis also served as Chairman of the Board and Chief Executive Officer of Workflow Management, Inc., one of country’s largest printing and promotional products companies. From July 2010 to December 2011, he served as Chief Executive Officer and a member of the Board of Established Brands, a footwear and apparel company. From August 2005 to December 2008, and previously from 1994 to 1999, Mr. Davis spent a total of nearly nine years at Northwest Airlines, eventually being appointed Executive Vice President and Chief Financial Officer. After playing a leading role in Northwest’s successful merger with Delta Air Lines in 2008, Mr. Davis left the merged company. From 2002 to 2004, Mr. Davis served as a senior financial executive, including CFO, of US Airways. Earlier in his career, Mr. Davis worked for Rosemount Aerospace (later acquired by BF Goodrich), a manufacturer of instrumentation for aircraft and spacecraft, as a marketing engineer, and for Rockwell International as a flight-planning engineer. Mr. Davis was a member of the board of directors of Lumexis Corporation, a leading provider of in-flight entertainment systems to airlines. Previously, Mr. Davis served on the board of ARINC, Inc. a provider of communications services to the aerospace industry, and MCH Holdings, a regional airline holding company. Mr. Davis holds a Bachelor of Aerospace Engineering and Mechanics and a Master of Business Administration, both from the University of Minnesota.

TABLE OF CONTENTS

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Director Independence

Pursuant to NASDAQ listing standards, a majority of the members of our Board of Directors must qualify as “independent,” as affirmatively determined by our Board of directors. Consistent with this requirement, based on the review and recommendation of the Nominating Committee, our Board of Directors reviewed all relevant identified transactions or relationships between each of our directors, or any of his family members, and us, our senior management and our independent registered public accounting firm, and has affirmatively determined that each of Messrs. Sloan, Sagansky, Leddy, Reding and Epstein meets the standards of independence under the applicable NASDAQ listing standards. In making this determination, our Board of Directors found that each of these directors is free of any relationship that would impair his individual exercise of independent judgment with regard to us. Our Board of Directors has also determined that each member of its Audit Committee, Compensation Committee and Nominating Committee is independent under Nasdaq Rule 5605(a)(2).

Board Leadership Structure

Our Board of Directors has an Executive Chairman, Mr. Shapiro, who has authority, among other things, to call and preside over Board meetings, to set meeting agendas and to determine materials to be distributed to the Board. Accordingly, the Executive Chairman has substantial ability to shape the work of the Board. Mr. Shapiro, however, is not deemed an independent director. In light of this, in March 2014, our Board of Directors created the position of Lead Director and elected Jeffrey E. Epstein as our initial Lead Director. Our Lead Director is an independent director who has authority to, among other things: call meetings of the independent directors; preside at Board meetings at which the Executive Chairman is absent or may not preside due to conflicts, including executive sessions of the independent directors; coordinate all activities of the other independent directors; serve as principal liaison between the Executive Chairman and the independent directors; interview, along with the chair of the Board’s Nominating Committee, all candidates for election to the Board, and make recommendations to the Board’s Nominating Committee with respect to such candidates; and be available, when appropriate, for consultation and direct communication with the Company’s stockholders.

We believe that separation of the positions of Executive Chairman and Chief Executive Officer plus the addition of a Lead Director reinforces the independence of the Board in its oversight of our business and affairs, is more conducive to objective evaluation and oversight of management’s performance, increasing management accountability and improving the ability of the Board to monitor whether management’s actions are in the best interests of us and our stockholders.

Role of the Board in Risk Oversight

One of the Board’s key functions is informed oversight of our risk management process. The Board does not have a standing risk management committee, but rather administers this oversight function directly through the Board as a whole, as well as through various Board standing committees that address risks inherent in their respective areas of oversight. In particular, while our Board is responsible for monitoring and assessing strategic risk exposure, our Audit Committee has the responsibility to consider and discuss our major financial risk exposures and the steps our management has taken to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. Our Audit Committee also monitors compliance with legal and regulatory requirements. Our Compensation Committee assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking. It is the responsibility of the committee chairs to report findings regarding material risk exposures to the Board. The Executive Chairman has the responsibility of coordinating between the Board and management with regard to the determination and implementation of responses to any problematic risk management issues.

TABLE OF CONTENTS

Meetings of the Board of Directors

The Board of Directors met eight times during 2013. Each Board member attended 75% or more of the aggregate number of meetings of the Board and of the committees on which he served that were held during the year.

Information Regarding Committees of the Board of Directors

Our Board has committees that include an Audit Committee, a Compensation Committee and a Nominating Committee. Prior to the Business Combination, our Board had an Audit Committee and a Nominating Committee. The following tables provide membership and meeting information for 2013 for each of these Board committees before and after the Business Combination:

Pre-Business Combination

Name		Audit				Nominating
Harry E. Sloan
Dennis A. Miller			X*				X
James M. McNamara			X				X*
Cole A. Sirucek			X
Total meetings in 2013			0				0

Post-Business Combination

Name

Audit

Compensation

Nominating

John LaValle

Edward L. Shapiro

Louis Bélanger-Martin

Harry E. Sloan

X*

X

Jeff Sagansky

X

X

X*

Jeffrey A. Leddy

X

X

Jeffrey E. Epstein

X*

X

Robert W. Reding

X

Total meetings in 2013

12

7

0

Below is a description of each committee of our Board of Directors.

Audit Committee

Each member of the Audit Committee is financially literate and our Board of Directors has determined that Jeffrey E. Epstein qualifies as an “audit committee financial expert” as defined in applicable SEC rules because he meets the requirement for past employment experience in finance or accounting, requisite professional certification in accounting or comparable experience. The responsibilities of our Audit Committee include:

TABLE OF CONTENTS

Compensation Committee

Our Compensation Committee was formed upon the consummation of the Business Combination. The Compensation Committee is responsible for overseeing matters relating to compensation of our Chief Executive Officer and other executive officers and employees, including the administration of incentive-based and equity-based compensation plans. The functions of our Compensation Committee include:

The charter of our Compensation Committee provides that in the event our Compensation Committee has directors who are not “outside directors” as such term is defined under Section 162(m) of the Internal Revenue Code of 1986 (the “Code”) or any successor provision, or “non-employee directors” as such term is defined under Rule 16b-3 (“Rule 16b-3”) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or any successor provision, then the members of the committee who are outside directors under Section 162(m) of the Code and non-employees directors under Rule 16b-3 shall constitute a subcommittee with authority to act on behalf of the Compensation Committee with respect to matters falling within the ambit of Section 162(m) of the Code and/or Rule 16b-3.

TABLE OF CONTENTS

The specific decisions of our Compensation Committee with respect to executive compensation for the year ended December 31, 2013 are described in greater detail in the Compensation Discussion and Analysis section of this Proxy Statement.

Compensation Committee Interlocks and Insider Participation

During 2013, none of the members of our Compensation Committee was a current or former employee of our Company, except for Mr. Sloan, who was our Chairman and Chief Executive Officer prior to the Business Combination and Mr. Sagansky, who was our President prior to the Business Combination. None of the members of our Compensation Committee had a direct or indirect material interest in any related-party transaction involving our Company.

No interlocking relationships exist between our Board of Directors or our Compensation Committee and the Board of Directors or the Compensation Committee of any other entity. None of our executive officers serves, or in the past year has served, as a member of the Board of Directors or compensation committee of any entity that has one or more executive officers serving on our Board of Directors or our Compensation Committee.

Nominating Committee

The Nominating Committee is responsible for overseeing the selection of persons to be nominated to serve on our Board of Directors. The functions of our Nominating Committee include:

Director Nominations

The Board of Directors has delegated to the Nominating Committee the responsibility of identifying, screening and recommending candidates to the Board. Potential candidates are interviewed by the Executive Chairman and Chief Executive Officer and the Chair of the Nominating Committee prior to their nomination, and may be interviewed by other directors and members of senior management. The Nominating Committee then meets to consider and approve the final candidates, and either makes its recommendation to the Board to fill a vacancy, add an additional member, or recommends a slate of candidates to the Board for nomination for election to the Board. The selection process for candidates is intended to be flexible, and the Nominating Committee, in the exercise of its discretion, may deviate from the selection process when particular circumstances warrant a different approach.

The Nominating Committee will consider candidates proposed by stockholders to be director nominees. Stockholders wishing to recommend a director candidate for consideration by the Nominating Committee should provide the name of any recommended candidate for director, together with a brief biographical sketch, a document indicating the candidate’s willingness to serve, if elected, and evidence of the nominating stockholder’s ownership of Company stock to the attention of the Secretary of the Company at 4553 Glencoe Avenue, Los Angeles, California 90292. Stockholders wishing to directly nominate a director should follow the Company’s nominating process set forth above under the caption “Stockholder Proposals for the 2015 Annual Meeting of Stockholders” and more fully described in the Company’s amended and restated by-laws. The Nominating Committee’s policy is to evaluate director nominees proposed by stockholders in the same manner that all other director nominees are evaluated. The general criteria our Nominating Committee consider important in evaluating director candidates are: (i) senior-level management and decision-making experience; (ii) a reputation for integrity and abiding by exemplary standards of business and professional conduct; (iii) ability to devote time and attention necessary to fulfill the duties and responsibilities of a director; (iv) a record of accomplishment in their respective fields, with leadership experience in a corporation or other complex organization, including government, educational and military institutions; (v) independence and the ability to represent all Global Eagle stockholders; (vi) legal and NASDAQ listing requirements; (vii) sound business judgment; (viii) candor; (ix) judgment, skills, geography and other measures to ensure

TABLE OF CONTENTS

that the Board as a whole reflects a range of viewpoints, backgrounds, skills, experience and expertise; and (x) the needs of the Board of Directors. Although the Nominating Committee does not have a formal policy regarding diversity in making its recommendations, in addition to the foregoing criteria, the Nominating Committee seeks to have a Board of Directors that reflects diversity in background, education, business experience, gender, race, ethnicity, culture, skills, business relationships and associations and other factors that will contribute to the Board of Directors’ governance of the Company, and reviews its effectiveness in achieving such diversity when assessing the composition of the Board of Directors.

The Company may, in the future, pay a third-party a fee to assist it in the process of identifying and/or evaluating director candidates.

Stockholder Communications with the Board of Directors

Our Board has adopted a formal process by which stockholders may communicate with the Board or any of its directors. Stockholders who wish to communicate with the Board or an individual director may send a written communication to the Board or such director addressed to our Secretary at 4553 Glencoe Avenue, Los Angeles, California 90292. Each communication must set forth:

Each communication will be reviewed by our Secretary to determine whether it is appropriate for presentation to the Board or such director. Examples of inappropriate communications include advertisements, solicitations or hostile communications. Communications determined by our Secretary to be appropriate for presentation to the Board or such director will be submitted to the Board or such director on a periodic basis.

Code of Ethics

We have adopted a code of business conduct and ethics that applies to all of our employees, officers and directors, including those officers responsible for financial reporting. The code of business conduct and ethics is available on our website at www.globaleagleent.com. Any amendments to the code, or any waivers of its requirements, will be disclosed on our website or in a Current Report on Form 8-K filed with the SEC.

Director Compensation

Following the Business Combination, the Company adopted a compensation program for non-employee directors. The non-employee director compensation program is intended to fairly compensate each of our non-employee directors with cash and equity compensation for the time and effort necessary to serve as a member of our Board.

Cash compensation.  Our non-employee directors are entitled to receive annual cash compensation in the amount of $75,000 for their services on the Board. Mr. Epstein is entitled to receive an additional $25,000 per year for his service as Chairman of the Audit Committee and an additional $25,000 per year for his service as Lead Director.

Equity compensation.  In connection with the completion of the Business Combination, the Board granted to each non-employee director stock options to purchase 25,000 shares of common stock of the Company. The options vest ratably on a monthly basis over a period of two years with respect to their underlying shares and have an exercise price of $10.00 per share. Stock options granted to our directors will automatically accelerate and vest in full if a non-employee director ceases to be a director due to his death or disability or if a non-employee director stands for reelection but is not re-elected to the Board.

TABLE OF CONTENTS

The table below provides summary information concerning compensation paid or accrued by us during 2013 to or on behalf of our non-employee directors for services rendered during 2013. Messrs. Miller, McNamara and Sirucek ceased to be members of the Board upon the completion of the Business Combination.

Name		Fees Earned or Paid in Cash ($)				Stock Option Awards ($)(1)				All Other Compensation ($)				Total ($)
Louis Bélanger-Martin(2)			—			$	75,027			$	3,694,088	(3)		$	3,769,115
Robert W. Reding(4)		$	75,000			$	70,477				—			$	145,477
Jeffrey A. Leddy(4)		$	75,000			$	70,477				—			$	145,477
Jeffrey E. Epstein(4)		$	100,000			$	70,477				—			$	170,477
Harry E. Sloan(4)		$	75,000			$	70,477				—			$	145,477
Jeff Sagansky(4)		$	75,000			$	70,477				—			$	145,477
Edward L. Shapiro(4)		$	75,000			$	70,477				—			$	145,477
Dennis A. Miller			—				—				—				—
James M. McNamara			—				—				—				—
Cole A. Sirucek			—				—				—				—

TABLE OF CONTENTS

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Background

This section discusses the principles underlying the material components of the compensation paid to our executive officers who are named in the “Summary Compensation Table for 2013” below and the factors relevant to an analysis of those components. Prior to the completion of the Business Combination on January 31, 2013, we did not pay compensation to our executive officers, other than the payment of certain amounts as described below in “— Payments Prior to the Business Combination.” Accordingly, this discussion and analysis relates to the compensation of the individuals who became our executive officers upon the completion of the Business Combination. We do not yet have a formal or informal executive compensation program. As such, this section also discusses the material features of the executive compensation program we expect to establish.

For 2013, our “named executive officers” included the following individuals:

Name		Title
John LaValle		Chief Executive Officer and Director
David M. Davis		Chief Financial Officer, Treasurer and Chief Operating Officer
Harry E. Sloan		Former Chairman and Chief Executive Officer
James A. Graf		Former Chief Financial Officer

Messrs. LaValle and Davis became executive officers of the Company upon the completion of the Business Combination on January 31, 2013. Prior to that, Messrs. LaValle and Davis served as Chief Executive Officer and Chief Financial Officer, respectively, of Row 44, which became our wholly-owned subsidiary upon completion of the Business Combination. As such, Messrs. LaValle and Davis’ compensation prior to January 31, 2013 was paid by Row 44.

Messrs. Sloan and Graf served as our Chairman and Chief Executive Officer and Chief Financial Officer, respectively, from our inception in February 2011 until the closing of the Business Combination, after which they ceased to be executive officers of the Company. Upon the closing of the Business Combination, Mr. Sloan was elected as a director of the Company and Mr. Graf was retained as a special advisor to the Company.

Immediately following the Business Combination, our Board of Directors established our Compensation Committee consisting of Messrs. Sloan, Sagansky, Leddy and Reding. For more information on our Compensation Committee, see “Board of Directors and Corporate Governance — Compensation Committee.”

Compensation Program

Our Compensation Committee has not yet established a formal or informal executive compensation program. The compensation packages of Messrs. LaValle and Davis are set forth in executive employment agreements we entered into with them, the terms of which were the result of negotiations between members of our Board and these executives in connection with the completion of the Business Combination. We expect that our Compensation Committee will establish a comprehensive executive compensation program in 2014, which will be based on achieving the following primary objectives:

TABLE OF CONTENTS

We believe Messrs. LaValle and Davis’ compensation packages are consistent with these objectives, in that their compensation consists of a mix of base salary, cash incentive bonuses, equity-based incentives and standard employee benefits. We do not have formal or informal policies or guidelines for allocating compensation between long-term and currently paid-out compensation, between cash and non-cash compensation, or among different forms of cash compensation and non-cash compensation, such as time-based or performance-based compensation. We expect that our Compensation Committee will adopt these policies in connection with its establishment of our executive compensation program in 2014.

The following table sets forth the key elements of Messrs. LaValle and Davis’ compensation, along with the primary objective associated with each element of compensation. We expect that these elements and objectives will be reflected in our executive compensation program developed by our Compensation Committee, as discussed in greater detail below.

Compensation Element		Primary Objective
Base salary		To compensate ongoing performance of job responsibilities and provide a fixed and knowable minimum income level as a necessary tool in attracting and retaining executives.
Annual performance-based cash compensation		To incentivize the attainment of short-term corporate objectives and individual contributions to the achievement of those objectives.
Long-term equity incentive compensation		To emphasize long-term performance objectives, align the interests of our named executive officers with stockholder interests, encourage the maximization of stockholder value and retain key executives.
Severance and change in control benefits		To encourage the continued attention and dedication of our named executive officers and provide reasonable individual security to enable our named executive officers to focus on our best interests, particularly when considering strategic alternatives that may adversely impact our named executive officers.
Retirement savings (401(k)) plan		To provide retirement savings in a tax-efficient manner.
Health and welfare benefits		To provide standard protections from health, dental, vision, death and disability risks as part of a market-competitive compensation package.

Our compensation decisions for the named executive officers in 2013, including with respect to establishing the key elements of their compensation noted above, were made by our Board in connection with negotiating the executive employment agreements of Messrs. LaValle and Davis. These decisions are discussed in more detail below.

In 2014, in order to serve the foregoing objectives, we expect that our compensation program will be designed to be flexible rather than purely formulaic. We expect that our Compensation Committee will generally determine the overall compensation of our named executive officers and the allocation among the elements described above, in consultation with our Chief Executive Officer and/or our Chief Financial Officer. Our Compensation Committee may also engage a compensation consultant to assist it in establishing our program. In 2013, neither the Company nor the Compensation Committee retained a compensation consultant.

The following is a discussion of the philosophy and objectives that we expect our Compensation Committee to adopt in establishing our executive compensation program.

Executive Compensation Philosophy and Objectives

We operate in the highly competitive industry of providing content and connectivity to the worldwide airline industry, which is characterized by frequent technological advances, rapidly changing market requirements, and the regular emergence of new market entrants. To succeed in this environment, we must continuously develop and refine new and existing products and services, devise new business models, and

TABLE OF CONTENTS

demonstrate an ability to quickly identify and capitalize on new business opportunities. To achieve these objectives, we need a highly talented and seasoned team of technical, sales, marketing, operations, financial and other business professionals.

We recognize that our ability to attract and retain these professionals, as well as to grow our organization, largely depends on how we compensate and reward our employees. We strive to create an environment that is responsive to the needs of our employees, is open towards employee communication and continual performance feedback, encourages teamwork and rewards commitment and performance. We expect that the principles and objectives of our compensation and benefits programs for our executive officers, including our named executive officers, will be to:

We compete with many other companies in seeking to attract and retain experienced and skilled executives. To meet this challenge, we expect to adopt a compensation philosophy of offering our executive officers competitive compensation and benefits packages that are focused on long-term value creation and which reward our executive officers for achieving our financial and strategic objectives.

Roles of Our Board of Directors, Compensation Committee and Chief Executive Officer in Compensation Decisions

The initial compensation arrangements for Messrs. LaValle and Davis were determined in arm's-length negotiations with each individual executive. Going forward, we expect that our Chief Executive Officer and Chief Operating Officer will be responsible for negotiating the compensation packages for our named executive officers (other than with respect to their own) with the oversight and final approval of our Compensation Committee. We expect that the compensation arrangements will take into account a variety of factors, including, but not limited to:

Elements of Executive Compensation

We expect that the elements of our executive compensation program will include cash compensation in the form of base salaries, annual performance-based bonus targets that we believe will appropriately reward our named executive officers for their individual contributions to our business, severance and change in control benefits, and retirement savings and health and welfare benefits.

We believe that equity awards are and will be a key component of executive compensation. Following the Business Combination on January 31, 2013, we emphasized the use of equity to preserve capital and to

TABLE OF CONTENTS

incentivize our named executive officers to focus on the growth of our overall enterprise value and, correspondingly, the creation of value for our stockholders. Through this practice, we aim to tie a greater percentage of each named executive officer's total compensation to stockholder returns and keep cash compensation at comparatively modest levels, while providing the opportunity for our named executive officers to be well-rewarded through equity if we perform well over time.

We expect to use stock options as a significant component of compensation because we believe that these awards tie an individual's compensation to the creation of stockholder value over time. While we offer relatively competitive base salaries, we believe, based on the collective experience of the members of our Compensation Committee, stock-based compensation is a more significant motivator in attracting skilled officers and employees for media-related and other technology companies.

While we have identified particular compensation objectives that each element of executive compensation serves, as noted above, we expect that our compensation program will be flexible and will serve all of the executive compensation objectives described above. Accordingly, whether or not specifically mentioned below, we expect that, as a part of our overall executive compensation policy, each individual element, to a greater or lesser extent, will serve each of our compensation objectives.

The following describes the primary components of the compensation packages for each of Messrs. LaValle and Davis, the rationale for that component, and how the compensation amounts were determined. The compensation arrangements of Messrs. LaValle and Davis in 2013 were the result of negotiations between these executives and members of our Board and management prior to the completion of the Business Combination. As such, these arrangements were established prior to the formation of our Compensation Committee. Our Compensation Committee, however, ratified the grant of stock options made to Messrs LaValle and Davis described below.

Base Salary

Base salaries for our named executive officers are generally based on the scope of their responsibilities, historical performance and individual experience. We also aim to set base salaries at levels generally comparable with those of executives in similar positions and with similar responsibilities at comparable companies as necessary to attract, retain and motivate executives. Base salaries are reviewed at least annually, and may be further adjusted from time to time by the Compensation Committee.

The executive employment agreements for Messrs. LaValle and Davis became effective on January 31, 2013, and provide for initial base salaries of $450,000 and $425,000, respectively. The salary levels were determined after members of our Board reviewed compensation packages of executives at similar companies, and were designed by our Board in order to retain and incentivize superior quality management. For the period January 1, 2013 to January 31, 2013, Messrs. LaValle and Davis received a pro-rated base salary of $300,000 and $425,000, respectively, from Row 44.

Annual Cash Incentive Compensation

Our named executive officers were eligible to receive annual cash bonuses for 2013 under their executive employment agreements. Although our named executive officers have target annual incentive award opportunities specified in their executive employment agreements, the determination of whether and how much of an award is paid is made at the discretion of the Compensation Committee, based in part on our performance against our annual operating plan. The following table provides the target annual cash bonus opportunities for 2013 for Messrs. LaValle and Davis (each of which was subject to increase at the discretion of the Board up to a maximum of 100% of the executive’s base salary) and the actual bonus award earned in 2013 by each of them.

Name		2013 Target Bonus (% of Base Salary)				Acutal 2013 Bonus (% of Base Salary)
John LaValle			$225,000				—
			(50%)				(0	)%
David M. Davis			$212,500				—
			(50%)				(0	)%

TABLE OF CONTENTS

2014 Annual Cash Incentive Plan

In March 2014, the Compensation Committee approved an annual cash incentive plan, pursuant to which certain employees, including the named executive officers, will be eligible to participate in an annual award pool. For 2014, the pool will initially be funded at a range of $1.0 million to a 100% target level of $7.2 million based upon the Company’s achievement of certain financial goals related to Adjusted EBITDA for the year ending December 31, 2014. The target level of funding was determined by the Compensation Committee based on the sum of the target bonus amounts that are included in the employment agreements or offer letters that the Company has with the employees who are eligible to participate in the plan, including the named executive officers. The Compensation Committee will have the discretion to increase the funding for the award pool up to a maximum of 137% of the target level, or $9.84 million, should the Company’s Adjusted EBITDA targets be exceeded. The Compensation Committee also will have the discretion to adjust or make additional cash incentive awards under the plan after taking into consideration the achievement of the Company's financial goals and other factors that the committee deems appropriate, including, but not limited to, the named executive officer’s contributions to the Company's performance during 2014, and the named executive officer’s annual performance review conducted by the Chief Executive Officer or Chief Financial Officer, which will assess, among other things, the named executive officer’s initiative, teamwork and management and communications skills. With respect to the Chief Executive Officer and Chief Financial Officer, the Compensation Committee will have the discretion to adjust the cash incentive awards, if any, to be paid to these named executive officers based on the committee’s annual assessment of these executives, which will be conducted without the input of the executive that is the subject of such assessment.

Long-term Equity-Based Incentive Compensation

We utilize stock options and other stock-based awards to reward long-term performance. We believe that providing a meaningful portion of an executive’s total compensation package in the form of equity awards helps to align the incentives of the named executive officers with the interests of our stockholders. We do not have a formal or informal policy regarding allocation of equity-based incentives between time-based and performance-based incentives. During 2013, the equity-based incentive compensation granted to our named executive officers consisted solely of sign-on grants of stock options related to their hiring in connection with the completion of the Business Combination. Pursuant to their respective executive employment agreements, on January 31, 2013, we granted Mr. LaValle 750,000 stock options and Mr. Davis 675,000 stock options, each with an exercise price of $10.00 per share. The Board determined, in connection with the negotiation of these executive employment agreements, that the exercise price for these stock options would be equal to the opening price per share of our common stock on the closing date of the Business Combination, but not less than $10.00. The number of stock options was determined after members of our Board reviewed compensation packages of executives at similar companies, and was designed by our Board in order to attract and incentivize superior quality management.

On January 16, 2014, we granted Mr. Davis 25,000 stock options with an exercise price of $16.70 per share (the closing price of our common stock on the grant date) in connection with his promotion to Chief Operating Officer in January 2014, in order to compensate and incentivize Mr. Davis for the additional responsibility he assumed as Chief Operating Officer. All stock options granted to Messrs. LaValle and Davis have four year terms, vest with respect to 25% of their underlying shares on the first anniversary of the date of grant and thereafter ratably on a monthly basis over the following three years until fully vested. We do not have any stock ownership guidelines or requirements for our executive officers or directors.

Retirement Savings and Other Benefits

We maintain a 401(k) retirement savings plan for our employees, including the named executive officers, who satisfy certain eligibility requirements. Under the 401(k) plan, eligible employees may elect to contribute pre-tax amounts, up to a statutorily prescribed limit, to the 401(k) plan. For 2013, the prescribed annual limit was $17,500. Under the 401(k) Plan, the Company may, but is not obligated to, match a portion of the employee contributions up to a defined maximum. The Company did not make any matching contributions for 2013. We believe that providing a vehicle for tax-preferred retirement savings through our 401(k) plan adds to the overall desirability of our executive compensation package and further incentivizes our employees,

TABLE OF CONTENTS

including our named executive officers, in accordance with our compensation policies. These benefits are provided to our named executive officers on the same general terms as they are provided to all of our full-time U.S. employees.

Additional benefits received by our employees, including the named executive officers, consist of medical, dental, and vision benefits, medical and dependent care flexible spending accounts, short-term and long-term disability insurance, accidental death and dismemberment insurance and basic life insurance coverage. These benefits are provided to our named executive officers on the same general terms as they are provided to all of our full-time U.S. employees. During 2013, the Company paid between $3,870 to $4,600 per participating named executive officer in premiums.

We design our employee benefits programs to be affordable and competitive in relation to comparably sized companies, as well as compliant with applicable laws and practices. We adjust our employee benefits programs as needed based upon regular monitoring of applicable laws and practices in the competitive market. Beginning in 2014, to adjust for the rising costs of medical and dental insurance, we began charging our employees, including our named executive officers, a portion of their respective monthly medical premiums.

Severance Benefits

Under the terms of their respective executive employment agreements, Messrs. LaValle and Davis are entitled to certain severance benefits, including benefits payable upon termination without cause or termination for good reason. These provisions are discussed more fully in the section below under “Executive Compensation — Potential Payments upon Termination or Change in Control.”

Perquisites

Our executive officers generally do not receive any supplemental retirement benefits or perquisites, except for limited perquisites provided on a case-by-case basis. In considering potential perquisites, the Compensation Committee compares the cost to the value of providing these benefits. Under his executive employment agreement, as amended on January 16, 2014, Mr. Davis is entitled to reimbursement for all reasonable commuting and temporary residence/hotel costs until he establishes a permanent residence in the metropolitan area in which the Company is headquartered, provided such relocation occurs prior to August 1, 2015, and up to $25,000 of reimbursement for relocation expenses. In addition, for 2013, to the extent that any amounts reimbursed by the Company to Mr. Davis for travel expenses are determined to be taxable to Mr. Davis, the Company agreed to pay up to an aggregate of $40,000 to Mr. Davis as may be necessary to make Mr. Davis whole for any taxes owed or payable by Mr. Davis on amounts paid to him for such travel expense reimbursement.

Deductibility of Executive Compensation; Code Section 162(m)

Section 162(m) of the Code limits the amount that a public company may deduct from federal income taxes for remuneration paid to the chief executive officer and the three other most highly paid executive officers, other than the chief financial officer, up to $1.0 million per executive per year, unless certain requirements are met. While our Compensation Committee is mindful of the benefit to us of the full deductibility of compensation, our Compensation Committee believes that it should not be constrained by the requirements of Section 162(m) where those requirements would impair flexibility in compensating our executive officers in a manner that can best promote our corporate objectives. We intend to continue to compensate our executive officers in a manner consistent with the best interests of the Company and our stockholders.

Payments Prior to the Business Combination

Commencing on May 13, 2011 through the consummation of the Business Combination on January 31, 2013, we were obligated to pay Roscomare Ltd., an entity controlled by Mr. Sloan, a total of $10,000 per month for office space and administrative services, including secretarial support. This arrangement was agreed to by Mr. Sloan for our benefit and was not intended to provide Mr. Sloan compensation in lieu of a salary. We believe that such fees were at least as favorable as we could have obtained from an unaffiliated third party for such services. For the aggregate amount paid to Roscomare Ltd. under this arrangement, please see the Summary Compensation Table for 2013 below.

TABLE OF CONTENTS

Commencing on May 13, 2011 to January 31, 2013, we paid a consulting fee of $15,000 per month to Mr. Graf for services he provided to the Company prior to the Business Combination. Additionally, subsequent to the Business Combination, we paid Mr. Graf an aggregate of $184,615 as fees for consulting services Mr. Graf provided to us. For the aggregate amount paid to Mr. Graf under these arrangements, please see the Summary Compensation Table for 2013 below.

Accounting Considerations

The accounting impact of our executive compensation program is one of many factors that the Compensation Committee considers in making decisions with respect to compensation.

Summary Compensation Table for 2013

The following table shows the total compensation earned by or paid to our named executive officers in 2013, 2012 and 2011. For Messrs. LaValle and Davis, all compensation paid to them prior to February 1, 2013 was paid by Row 44.

Name and Principal Position		Year				Salary ($)				Bonus ($)				Option Awards ($)(1)				All Other Compensation ($)				Total ($)
John LaValle(2) Chief Executive Officer			2013				437,505				—				2,943,219				4,600	(4)			3,385,324
			2012				277,757				—				354,100				4,600	(4)			636,457
			2011				250,000				—								4,600	(4)			254,600
David M. Davis(3) Chief Financial Officer, Treasurer and Chief Operating Officer			2013				425,000				—				2,648,897				97,921	(4)(5)			3,171,818
			2012				43,591				150,000				32,000				—				225,591
Harry E. Sloan Former Chairman and Chief Executive Officer			2013								—				70,477	(6)			75,000	(6)			75,000
			2012								—				—				120,000	(7)			120,000
			2011								—				—				65,000	(7)			65,000
James A. Graf Former Chief Financial Officer			2013				184,615	(8)			—				—				22,415	(4)			207,030
			2012								—				—				180,000	(9)			180,000
			2011								—				—				97,500	(9)			97,500

TABLE OF CONTENTS

Grants of Plan-Based Awards for 2013

The following table sets forth information relating to grants of plan-based awards to the named executive officers in 2013.

Name		Grant Date				All Other Option Awards: Number of Securities Underlying Options (#)				Exercise or Base Price of Option Awards ($/Sh)				Grant Date Fair Value of Option Awards ($)(1)
John LaValle			1/31/2013				750,000	(2)			10.00				2,943,219
David M. Davis			1/31/2013				675,000	(3)			10.00				2,648,897
Harry E. Sloan			2/19/13				25,000	(4)			10.00				70,477

TABLE OF CONTENTS

Outstanding Equity Awards at 2013 Year-End

The following table sets forth the equity-based awards held by the named executive officers that were outstanding on December 31, 2013.

						Option Awards
Name		Grant Date				Number of Securities Underlying Unexercised Options Exercisable (#)				Number of Securities Underlying Unexercised Options Unexercisable (#)				Option Exercise Price ($)				Option Expiration Date
John LaValle			1/31/2013				—				750,000	(1)			10.00				1/31/2023
David M. Davis			1/31/2013				—				675,000	(2)			10.00				1/31/2013
Harry E. Sloan			2/19/2013				11,458				13,542	(3)			10.00				2/19/2023

Securities Authorized for Issuance under Equity Compensation Plans

The following table provides certain information with respect to all of our equity compensation plans in effect as of December 31, 2013:

		Number of securities to be issued upon exercise of outstanding options(1) (a)				Weighted-average exercise price of outstanding options (b)				Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Global Eagle Entertainment Inc. 2013 Equity Incentive Plan, as amended			5,285,000			$	10.86				2,111,023

Employment Agreements

We have employment agreements with each of Messrs. LaValle and Davis.

We entered into an executive employment agreement with Mr. LaValle on January 31, 2013, in connection with the closing of the Business Combination. The agreement provides for Mr. LaValle’s employment as Chief Executive Officer with an annual base salary of $450,000, subject to annual increases as determined by the Board. Mr. LaValle is also entitled, upon achieving certain individual and performance goals established by the Board, to an annual cash bonus in the amount determined by the Board with a target of 50% and not to exceed 100% of his base salary. The annual cash bonus for 2014 will be paid pursuant to the annual cash incentive plan discussed above under “ — Annual Cash Incentive Compensation — Annual Cash Incentive Plan.” The agreement provides for severance and change in control benefits as described below.

We entered into an executive employment agreement with Mr. Davis on January 31, 2013, in connection with the closing of the Business Combination. The agreement was subsequently amended on January 16, 2014 when Mr. Davis was promoted to Chief Operating Officer. As amended, the agreement provides for Mr. Davis’

TABLE OF CONTENTS

employment as Chief Financial Officer, Treasurer and Chief Operating Officer with an annual base salary of $425,000 or an annual base salary of $450,000 upon Mr. Davis establishing a permanent residence in Los Angeles, California, subject to annual increases as determined by the Board. Mr. Davis is also entitled, upon achieving certain individual and performance goals to be determined by the Board, to an annual cash bonus in the amount determined by the Board with a target of 50% and not to exceed 100% of Mr. Davis’ base salary. The annual cash bonus for 2014 will be paid pursuant to the annual cash incentive plan discussed above under “ — Annual Cash Incentive Compensation — Annual Cash Incentive Plan.” The agreement provides for severance and change in control benefits as described below.

Under the terms of each named executive officer’s executive employment agreement, in the event that a change in control of the Company occurs and any payment to such executive would constitute a parachute payment as defined within the meaning of Section 280G of the Code, the amount of such payment shall be reduced to the amount that would result in no portion of such payment being subject to the excise tax imposed pursuant to Section 4999 of the Code. We expect to enter into amendments to such employment agreements in May 2014 to replace the existing “cutback” provision with a “best-of-net” provision, which will require the Company to either (a) reduce the amount of such payment so that such payment would not be subject to the excise tax imposed pursuant to Section 4999 of the Code, or alternatively (b) pay the full amount of such payment to the named executive officer (with such executive being personally responsible for payment of any associated excise taxes), whichever produces the better after-tax result for the named executive officer.

Potential Payments upon Termination or Change in Control

The following summarizes the payments and benefits that our named executive officers would be entitled to receive upon certain qualifying terminations of employment and/or a change in control, in each case, under employment agreements as in effect on December 31, 2013. As discussed above under “Compensation Discussion and Analysis,” we believe that severance and change in control protections are important components of our named executive officers' compensation packages because these protections provide security and stability that help enable our named executive officers to focus on their duties and responsibilities to the Company and to act with the best interests of the Company and its stockholders in mind at all times, even under circumstances where the interests of the Company and its stockholders may be adverse to the executive's job security.

Termination, No Change in Control.  If either of Mr. LaValle’s or Mr. Davis’ (each, the “Executive”) employment is terminated by the Company without “cause” or by the Executive for “good reason”, outside the context of a change in control, subject to the Executive executing a general release in favor of the Company, then, in addition to payments of accrued compensation and benefits through the date of termination, the Executive will be entitled to receive, for the 12-month period following the termination of employment, his annual base salary then in effect plus continuation of then existing health and welfare benefits.

Upon a termination with “cause” or the Executive resigns for any reason other than “good reason” or on a termination due to death or disability, the Executive will only be entitled to base salary and benefits through the date of termination; provided, however, that with respect to Mr. Davis, if his employment is terminated by the Company for “cause” due to his failure to relocate to the metropolitan area in which the Company is headquartered within a specified period, and subject to his executing a general release in favor of the Company, then, in addition to payments of accrued compensation and benefits through the date of termination, Mr. Davis will be entitled to receive, for the six month-period following the termination of employment, his base salary then in effect and continuation of then existing health and welfare benefits.

Change in Control.  If the Company experiences a “change in control” (as defined in the Plan) and the Executive is terminated by the Company (or its successor or an affiliate) for any reason other than “cause” or the Executive terminates for “good reason” through the first year anniversary of the consummation of the change in control, the Executive will be entitled (i) to receive, for one year following the termination of employment, the Executive’s base salary and continuation of then existing health and welfare benefits; (ii) to accelerated vesting of all unvested equity awards made prior to the Executive’s last day of employment with the Company; and (iii) to exercise all vested equity incentive awards for a period of six months following the

TABLE OF CONTENTS

Executive’s last day of employment with the Company (unless the period provided for under the applicable plan for the particular award would provide for a longer period of exercise following termination of employment in similar circumstances).

The Executive’s right to receive the severance payments described above is subject to the Executive’s delivery of an effective general release of claims in favor of the Company. We do not provide excise tax gross-ups to our named executive officers. Our named executive officers’ executive employment agreements currently provide that, in the event of a change in control of the Company, any payment to the Executive that would constitute a parachute payment as defined within the meaning of Section 280G of the Code will be reduced to the amount that would result in no portion of such payment being subject to the excise tax imposed pursuant to Section 4999 of the Code. As noted above, we expect to enter into amendments to these executive employment agreements in May 2014 to replace this mandatory “cutback” provision with a “best-of-net” provision. See “—Employment Agreements.”

The following table summarizes the payments that would be made to our named executive officers upon the occurrence of a change in control, or certain qualifying terminations of employment, including in connection with a change in control, assuming that each named executive officer's termination of employment, as the case may be, with the Company occurred on December 31, 2013 and, where relevant, that a change in control of the Company occurred on December 31, 2013. Amounts shown in the table below do not include (i) accrued but unpaid salary through the date of termination, and (ii) other benefits earned or accrued by the named executive officer during his employment that are available to all salaried employees, such as accrued vacation.

Executive		Benefit				Termination for Cause or without Good Reason or because of Death or Disability –No Change in Control ($)				Termination without Cause or for Good Reason –No Change in Control ($)				Termination for Good Reason or Without Cause – Change in Control ($)
John LaValle			Severance(1)				—				450,000				450,000
			Value of Continued Health Care Coverage Premiums(2)				—				4,600				4,600
			Value of Accelerated Option Awards(3)				—				—				3,652,500
			280G Excise tax cut back				—				—				(2,827,596	)(4)
			Total				—				454,600				1,279,504	(4)
David M. Davis			Severance(1)				212,500	(5)			425,000				425,000
			Value of Continued Health Care Coverage Premiums(2)				2,000	(5)			4,000				4,000
			Value of Accelerated Option Awards(3)				—				—				3,287,250
			280G Excise tax cut back				—				—				(1,259,972	)(4)
			Total				214,500	(5)			429,000				2,456,878	(4)

TABLE OF CONTENTS

TABLE OF CONTENTS

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis contained in this Proxy Statement. Based on this review and discussion, the Compensation Committee has recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated into our Annual Report on Form 10-K for the year ended December 31, 2013.

Respectfully submitted,
 
COMPENSATION COMMITTEE
 
Harry E. Sloan, Chair
Jeff Sagansky
Jeffrey A. Leddy
Robert W. Reding

The material in this report of the Compensation Committee is not “soliciting material,” is furnished to, but not deemed “filed” with, the SEC and is not deemed to be incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended, or the Securities Act, or the Securities Exchange Act of 1934, as amended, or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

TABLE OF CONTENTS

SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information known to the Company regarding beneficial ownership of shares of the Company’s common stock and shares of the Company’s non-voting common stock as of April 23, 2014, by:

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days.

Beneficial ownership of the Company’s common stock is based on 52,866,867 shares of the Company’s common stock issued and outstanding as of April 23, 2014 (excluding 3,053,634 shares of common stock held by AIA, our wholly-owned subsidiary). Beneficial ownership of the Company’s common stock together with the Company’s non-voting common stock is based on 71,985,100 shares of capital stock of the Company issued and outstanding as of April 23, 2014, consisting of 52,866,867 shares of common stock and 19,118,233 shares of non-voting common stock.

Name and Address of Beneficial Owner(1)		Number of Shares of Common Stock				Percent of Outstanding Common Stock				Number of Shares of Common and Non-Voting Common Stock				Percent of Outstanding Common and Non-Voting Common Stock
Putnam Investments, LLC(2)			9,832,412				18.2	%			9,832,412				13.4	%
PAR Investment Partners, L.P.(3)			9,374,751				17.6	%			28,492,984				39.3	%
Harry E. Sloan(4)(5)(6)			8,260,444				14.2	%			8,260,444				10.7	%
Abrams Capital Management, L.P.(7)			3,000,000				5.7	%			3,000,000				4.2	%
Jeff Sagansky(4)(6)(8)			2,765,286				5.1	%			2,765,286				3.7	%
John LaValle(9)			467,022				*				467,022				*
David M. Davis(10)			244,091				*				244,091				*
James A. Graf(4)			164,596				*				164,596				*
Louis Bélanger-Martin(11)			112,310				*				112,310				*
Edward L. Shapiro(3)(6)			17,708				*				17,708				*
Jeffrey A. Leddy(6)			17,708				*				17,708				*
Jeffrey E. Epstein(6)			17,708				*				17,708				*
Robert W. Reding(6)			17,708				*				17,708				*
All executive officers and directors as a group (nine individuals)			11,919,985				19.7	%			11,919,985				15.0	%

TABLE OF CONTENTS

TABLE OF CONTENTS

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than ten percent of a registered class of our equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock and other equity securities. Officers, directors and greater than ten percent stockholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file.

To our knowledge, based solely on a review of the copies of such reports furnished to us and written representations that no other reports were required during 2013, all Section 16(a) filing requirements applicable to our officers, directors and greater than ten percent beneficial owners were complied with.

TABLE OF CONTENTS

PROPOSAL 2
 
ADVISORY VOTE TO APPROVE THE COMPANY’S EXECUTIVE COMPENSATION

In accordance with Section 951 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) and Section 14A of the Exchange Act, we are asking our stockholders to approve, on an advisory basis, the compensation of our named executive officers as disclosed in this Proxy Statement in accordance with SEC rules.

This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the compensation philosophy, policies and practices described in this Proxy Statement.

The compensation of our named executive officers subject to the vote is disclosed in the Compensation Discussion and Analysis, the compensation tables and the related narrative disclosure contained in this Proxy Statement. As discussed in those disclosures, we believe that our compensation policies and decisions are strongly aligned with our stockholders’ interests. Compensation of our named executive officers is designed to enable us to attract, motivate and retain talented and experienced executives to lead our Company successfully in a competitive environment.

Accordingly, the Board is asking the stockholders to indicate their support for the compensation of our named executive officers as described in this Proxy Statement by casting a non-binding advisory vote “FOR” the following resolution:

“RESOLVED, that the compensation of the Company’s named executive officers, as disclosed in this Proxy Statement pursuant to Item 402 of SEC Regulation S-K, including the Compensation Discussion and Analysis, the compensation tables and narrative disclosures, is hereby APPROVED on an advisory basis.”

Because the vote is advisory, it is not binding on us or the Board of Directors. Nevertheless, the views expressed by the stockholders, whether through this vote or otherwise, are important to management and the Board and, accordingly, the Board and the Compensation Committee intend to consider the results of this vote in making determinations in the future regarding executive compensation arrangements.

Advisory approval of this proposal requires the vote of the holders of a majority of the votes cast at the Annual Meeting either in person or by proxy. Abstentions and broker non-votes will have no effect on the outcome of this proposal.

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL 2.

TABLE OF CONTENTS

PROPOSAL 3
 
ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

In accordance with Section 951 of the Dodd-Frank Act and Section 14A of the Exchange Act, we are asking our stockholders to vote, on an advisory basis, on the frequency of future advisory votes to approve the compensation of our named executive officers. We are required to hold an advisory vote to approve the compensation of our named executive officers at least once every three years. Accordingly, stockholders may vote on an advisory basis to hold the advisory vote to approve the compensation paid to our named executive officers every year, every two years or every three years. Stockholders may also abstain from voting on this proposal. The Dodd-Frank Act requires us to hold the advisory vote on the frequency of future advisory votes to approve the compensation of our named executive officers at least once every six years. After careful consideration of this proposal, the Board has determined that an advisory vote to approve the compensation of our named executive officer that occurs every year (an annual vote) is the most appropriate alternative, and therefore recommends that you vote to hold the advisory votes to approve the compensation of our named executive officers every year.

In formulating its recommendation, the Board considered that an annual advisory vote on executive compensation will allow our stockholders to provide us with their direct input on our compensation philosophy, policies and practices as disclosed in our Proxy Statement every year. Additionally, an annual advisory vote on executive compensation is consistent with our policy of seeking input from, and engaging in discussions with, our stockholders on corporate governance matters and our executive compensation philosophy, policies and practices on a routine basis. An annual vote will give our stockholders the opportunity to react promptly to emerging trends in compensation, provide feedback before those trends become pronounced over time, and give the Board and the Compensation Committee the opportunity to evaluate individual compensation decisions each year in light of ongoing feedback from stockholders. An annual vote also complements our goal of creating and implementing compensation programs that enhance stockholder value and maximize accountability.

The advisory vote on the frequency of future advisory votes on executive compensation is non-binding on the Board. The Board understands that there are different views as to what is an appropriate frequency for future advisory votes on executive compensation. For the reasons described above, we believe that a majority of our stockholders would prefer an annual vote.

The frequency receiving the highest number votes cast will be the frequency considered to be recommended by stockholders, although such vote will not be binding on the Board. Abstentions and broker non-votes will have no effect on the outcome of this proposal.

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE OF
“1 YEAR” FOR PROPOSAL 3.

TABLE OF CONTENTS

PROPOSAL 4
 
RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM

The Audit Committee has appointed Ernst & Young LLP (“E&Y”) to continue in its capacity as our independent registered public accounting firm for the fiscal year ending December 31, 2014, and the Board of Directors has directed that management submit the appointment of the independent registered public accounting firm for ratification by the stockholders at the Annual Meeting. E&Y has audited our financial statements since the year ended December 31, 2013.

Neither our amended and restated by-laws nor other governing documents or law require stockholder ratification of the appointment of E&Y as our independent registered public accounting firm. However, the Board of Directors is submitting the appointment of E&Y to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the selection, the Audit Committee will reconsider whether or not to continue to retain that firm. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if they determine that such a change would be in the best interests of the Company and its stockholders.

The affirmative vote of the holders of a majority of the votes cast at the Annual Meeting will be required to ratify the appointment of E&Y. Abstentions will not have any effect on the outcome of this proposal.

Representatives of E&Y are expected to be present at the Annual Meeting. They will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL 4.

TABLE OF CONTENTS

AUDIT-RELATED MATTERS

Change In Registered Public Accounting Firm

On March 12, 2013, our Audit Committee engaged E&Y as the Company’s independent registered public accounting firm for the year ending December 31, 2013. In connection with the engagement of E&Y, on March 12, 2013, our Audit Committee informed Rothstein Kass (“Rothstein”) that it would be dismissed as the Company’s independent registered public accounting firm effective upon the filing of the Company’s Annual Report on Form 10-K for the 2012 fiscal year. We filed our Annual Report on Form 10-K for the 2012 fiscal year on March 18, 2013; as a result, Rothstein’s dismissal became effective on that date.

Rothstein’s reports on the financial statements of the Company for the period from February 2, 2011 (date of inception) to December 31, 2011 did not contain an adverse opinion or a disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope or accounting principles. During the Company’s fiscal year ended December 31, 2012 and for the period from February 2, 2011 (date of inception) to December 31, 2011 and through March 18, 2013, (i) there were no disagreements between the Company and Rothstein on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure that, if not resolved to Rothstein’s satisfaction, would have caused it to make reference to the matter in conjunction with its report on the Company’s financial statements for the relevant year and (ii) except as disclosed below, there were no reportable events as defined in Item 304(a)(1)(v) of Regulation S-K.

In connection with the Company’s decision to restate (i) its audited financial statements as of, and for the period from February 2, 2011 (date of inception) to, December 31, 2011 and (ii) its unaudited interim financial statements as of, and for the quarterly periods ended, June 30, and September 30, 2011 and 2012 and March 31, 2012 (as previously disclosed in the Company’s Current Report on Form 8-K filed with the SEC on February 26, 2013), and the Company’s reassessment of its disclosure controls and procedures, Rothstein advised the Company that its disclosure controls and procedures for all such periods were not effective with respect to the classification of the Company’s common stock purchase warrants as components of equity instead of as derivative liabilities during such periods. In addition, Rothstein also advised the Company that its disclosure controls and procedures as of December 31, 2012 were not effective and that the Company had a material weakness in its internal control over financial reporting for the fiscal year ended December 31, 2012. The restatements were included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 18, 2013. The Company authorized Rothstein to respond fully to the inquiries of E&Y concerning the subject matter described above.

All of the periods for which the Company restated its financial statements occurred while the Company was a shell company prior consummation of the Business Combination. In connection with the consummation of the Business Combination, a new board of directors was elected, which appointed new members of the Company’s Audit Committee and new members of management, including a new chief financial officer. The Company’s new management has implemented measures to remediate the material weakness in internal control over financial reporting.

The Company provided Rothstein a copy of the above disclosures and requested that Rothstein furnish it with a letter addressed to the SEC stating whether or not it agrees with the above statements. A copy of such letter, dated March 19, 2013, was filed as Exhibit 16.1 to the Company’s Current Report on Form 8-K/A filed with the SEC on March 19, 2013.

During the two fiscal years ended December 31, 2012 and 2011, and through March 18, 2013, the Company did not consult E&Y with respect to the application of accounting principles to a specified transaction, either contemplated or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, or any other matters or reportable events as set forth in Item 304 of Regulation S-K.

TABLE OF CONTENTS

Independent Registered Public Accounting Firm Fees

The following table shows the fees for professional services rendered by the Company’s independent registered public accounting firms for the audit of the Company’s annual financial statements for the years ended December 31, 2013 and December 31, 2012, and fees billed for other services rendered by the Company’s independent registered public accounting firms during those periods.

		Ernst & Young LLP				Rothstein Kass
		Year Ended December 31,
		2013				2012
Audit fees(1)		$	4,314,100			$	76,925
Audit-related fees			—				—
Tax fees(2)			628,237				—
All other fees			—				—
Total fees		$	4,942,337			$	76,925

All fees described above were pre-approved by the Audit Committee.

Pre-Approval Policy and Procedures

The Audit Committee has adopted a policy and procedures for the pre-approval of audit and non-audit services rendered by our independent registered public accounting firm. The policy generally requires pre-approval of specified services in the defined categories of audit services, audit-related services and tax services up to specified amounts. Pre-approval may also be given as part of the Audit Committee’s approval of the scope of the engagement of the independent registered public accounting firm or on an individual, explicit, case-by-case basis before the independent registered public accounting firm is engaged to provide each service. The pre-approval of services may be delegated to one or more of the Audit Committee’s members, but the decision must be reported to the full Audit Committee at its next scheduled meeting.

The Audit Committee has determined that the rendering of the services other than audit services by E&Y is compatible with maintaining the principal accountant’s independence.

TABLE OF CONTENTS

Report of the Audit Committee

The Audit Committee has reviewed and discussed with management and the independent registered public accounting firm the Company’s audited financial statements for the year ended December 31, 2013 and the independent registered public accounting firm’s assessment of the Company’s internal control over financial reporting. The Audit Committee has also discussed with the independent registered public accounting firm the matters required to be discussed by Auditing Standard No. 16, “Communications with Audit Committees” issued by the Public Company Accounting Oversight Board (“PCAOB”). The Audit Committee has also received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, and has discussed with the independent registered public accounting firm the accounting firm’s independence. Based on the foregoing, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2013.

Respectfully submitted,
 
AUDIT COMMITTEE
Jeffrey E. Epstein, Chair
Jeff Sagansky
Jeffrey A. Leddy

The material in this report of the Audit Committee is not “soliciting material,” is furnished to, but not deemed “filed” with, the SEC and is not deemed to be incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended, or the Securities Act, or the Securities Exchange Act of 1934, as amended, or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

TABLE OF CONTENTS

RELATED PERSON POLICY AND TRANSACTIONS

Related Person Transactions Policy and Procedures

Our Board of Directors has adopted a written related person transaction policy that sets forth the policies and procedures for the review and approval or ratification of related person transactions. This policy is administered by our Audit Committee and covers any transaction, arrangement, or relationship, or any series of similar transactions, arrangements, or relationships, in which the Company was or is to be a participant, the amount involved exceeds $50,000 and a related person had or will have a direct or indirect material interest. While the policy covers related person transactions in which the amount involved exceeds $50,000, the policy states that related person transactions in which the amount involved exceeds $120,000 are required to be disclosed in applicable filings as required by the Securities Act, Exchange Act, and related rules. Our Board of Directors set the threshold for approval of related person transactions in the policy at an amount lower than that which is required to be disclosed under the Securities Act, Exchange Act, and related rules because we believe that it is appropriate for its Audit Committee to review transactions or potential transactions in which the amount involved exceeds $50,000, as opposed to $120,000. Pursuant to this proposed policy, our Audit Committee (i) reviews the relevant facts and circumstances of each related person transaction, including if the transaction is on terms comparable to those that could be obtained in arm’s-length dealings with an unrelated third party and the extent of the related party’s interest in the transaction, and (ii) takes into account the conflicts of interest and corporate opportunity provisions of our code of business conduct and ethics. Management presents to our Audit Committee each proposed related person transaction, including all relevant facts and circumstances relating thereto, and updates the Audit Committee as to any material changes to any related person transaction. All related person transactions may only be consummated if our Audit Committee has approved or ratified such transaction in accordance with the guidelines set forth in the policy. Certain types of transactions are excluded by our Audit Committee under the policy. These excluded transactions include: (i) certain compensation arrangements; (ii) transactions in the ordinary course of business where the related party’s interest arises only (a) from his or her position as a director of another entity that is party to the transaction, (b) from an equity interest of less than 5% in another entity that is party to the transaction, or (c) from a limited partnership interest of less than 5%, subject to certain limitations; and (iii) transactions in the ordinary course of business where the interest of the related party arises solely from the ownership of a class of our equity securities where all holders of such class of equity securities will receive the same benefit on a pro rata basis. No director will be permitted to participate in the approval of a related person transaction for which he or she is a related party.

Related Person Transactions

Other than as described below, since January 1, 2013, the Company has not entered into, and there are no currently proposed, related person transactions.

At the closing of the acquisition of Row 44 in connection with the Business Combination, the Company paid PAR Investment Partners, L.P. (“PAR”) $11.9 million under a backstop fee agreement. This was recorded as transaction costs reflected in operating results as a general and administrative expense in the year ended December 31, 2013.

On October 2, 2013, Louis Bélanger-Martin, the former CEO of AIA, who is also a current Board member, entered into a consulting agreement and mutual general release, which was subsequently amended on October 14, 2013 and December 28, 2013 (as amended, the “Consulting Agreement”). Pursuant to the Consulting Agreement, the former executive received $2.0 million in cash and 103,977 fully vested shares of the Company’s common stock under the Company’s 2013 Equity Incentive Plan (the “Remuneration Payment”). Upon receipt of the foregoing, Mr. Bélanger-Martin relinquished his right to options to purchase 350,000 shares of the Company’s common stock. During the year ended December 31, 2013, we recorded an expense of approximately $3.5 million associated with the Remuneration Payment obligation.

On July 30, 2013, the Company repurchased approximately 36,814 shares of its common stock, at a purchase price of $11.25 per share, from John LaValle, the Company’s Chief Executive Officer, for the purpose of satisfying certain federal and state employment tax withholding obligations related to the January 2013 Business Combination. Upon the repurchase, the shares were cancelled.

TABLE OF CONTENTS

On December 11, 2013, the Company issued an aggregate of 129,054 shares of common stock to James M. McNamara, our board member until the closing of the Business Combination, in exchange for 402,650 warrants to purchase shares of the Company’s common stock.

In October 2013 and in connection with the acquisition of IFE Services Ltd., the Company issued to PAR, a significant shareholder of the Company, a $19.0 million convertible promissory note due December 20, 2013 (the “PAR Note”), which was repaid in full in December 2013. Pursuant to the terms of the PAR Note, the Company also paid PAR a one-time fee of approximately $1.0 million and $0.4 million accrued interest in the same period.

TABLE OF CONTENTS

OTHER MATTERS

Householding of Proxy Materials

The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for annual meeting materials with respect to two or more stockholders sharing the same address by delivering a single set of annual meeting materials addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for stockholders and cost savings for companies.

This year, a number of brokers with account holders who are our stockholders will be “householding” our proxy materials. A single set of Annual Meeting materials will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that they will be “householding” communications to your address, “householding” will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in “householding” and would prefer to receive a separate set of annual meeting materials, please notify your broker or us. Direct your written request to our Secretary at 4553 Glencoe Avenue, Los Angeles, California 90292. Stockholders who currently receive multiple copies of the annual meeting materials at their addresses and would like to request “householding” of their communications should contact their brokers.

Electronic Access to Proxy Statement and Annual Report

This Proxy Statement and the Annual Report are available on the Company’s web site at www.globaleagleent.com under “Investors.” Instead of receiving paper copies of the Annual Report and Proxy Statement in the mail, stockholders can elect to receive an e-mail that will provide an electronic link to these documents. Choosing to receive your proxy materials online will save us the cost of producing and mailing documents to your home or business, and also will give you an electronic link to the proxy voting site.

Stockholders of Record.  Stockholders of record can choose to receive materials electronically by following the instructions provided if voting over the Internet or by telephone.

If you choose to receive future proxy statements and annual reports over the Internet, you will receive an e-mail next year with instructions containing the Internet address of those materials and the electronic link to the proxy voting site. The election will remain in effect until you write or call the Company’s Investor Relations Department and tell us otherwise.

Beneficial Owners.  If you hold your shares in a brokerage account, you may also have the ability to receive copies of the Annual Report and Proxy Statement electronically. Please check the information provided in the proxy materials sent to you by your bank, broker or other holder of record regarding the availability of electronic delivery.

The Board of Directors knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matter is properly presented at the meeting, your proxyholder (one of the individuals named on your proxy card) will vote your shares using his best judgment.

By Order of the Board of Directors,

Jay Itzkowitz
Senior Vice President, General
Counsel and Secretary

May 1, 2014

TABLE OF CONTENTS

TABLE OF CONTENTS