DEF 14A of Strata Critical Medical, Inc.
Filed Mar 22, 2024 · FY20230001140361-24-014831
Board Nominees
Board Nominees The following table provides summary information about each director nominee.
Board Nominees
| Name | Director since | Class | Principal Occupation | Committee Membership | | | | | | | | CC(1) | AC(2) | NCGC(3) | | Susan Lyne | 2021 | III | President and Managing Partner at BBG Ventures | | | | | Robert Wiesenthal | 2021 | III | Chief Executive Officer at the Company | | | |
Board Nominees
| (1) CC |
Board Nominees
Compensation Committee
Board Nominees
| (2) AC |
Board Nominees
Audit Committee
Board Nominees
| (3) NCGC |
Board Nominees
Nominating and Corporate Governance Committee
Board Nominees
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Board Nominees
| ABOUT BLADE | 1 | | PROPOSAL 1 ELECT CLASS II DIRECTORS | 2 | | CORPORATE GOVERNANCE | 7 | | PROPOSAL 2 RATIFY APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 14 | | AUDIT AND OTHER FEES | 15 | | AUDIT COMMITTEE REPORT | 16 | | EXECUTIVE OFFICERS | 17 | | EXECUTIVE COMPENSATION | 18 | | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 28 | | CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 31 | | GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND FREQUENTLY ASKED QUESTIONS | 34 |
Board Nominees
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ABOUT BLADE
ABOUT BLADE Blade provides air transportation and logistics for hospitals across the United States, where it is one of the largest transporters of human organs for transplant, and for passengers, with helicopter and fixed wing services primarily in the Northeast United States, Southern Europe and Western Canada. Based in New York City, Blade's asset-light model, coupled with its exclusive passenger terminal infrastructure and proprietary technologies, is designed to facilitate a seamless transition from helicopters and fixed-wing aircraft to Electric Vertical Aircraft (“EVA” or “eVTOL”), enabling lower cost air mobility that is both quiet and emission-free.
Transitioning to EVA
Transitioning to EVA One of our primary missions is to help passengers safely and reliably experience new ways of traveling with the highest respect for and least impact on our environment. Our goal is to make aviation more accessible by preparing for the adoption of EVA. These quiet, carbon- neutral and cost-effective electric aircraft are currently being developed and flown by our investors and partners today. On February 14, 2023, Blade completed an historic EVA flight in New York, in partnership with BETA Technologies, marking an important milestone to enable the introduction of EVA into Blade’s New York and Short Distance businesses. We believe that reducing noise, emissions, and cost will help bring urban air mobility to more people in more places. Specifically, we expect the reduced noise footprint and zero carbon emission characteristics of EVA to allow for the development of new, vertical landing infrastructure (“vertiports”) in our existing and new markets. We believe that our current business demonstrates the commercial use case for future EVA. Our Short Distance business model is focused on dense urban areas with existing air transportation infrastructure that are facing increasing ground congestion. In these areas, Blade’s urban air mobility services can provide significant time savings for our fliers. Large urban markets and hospitals with existing heliport infrastructure should be able to accommodate EVA while other areas may need several years to permit and build such infrastructure. We believe that Blade is well positioned to introduce EVA into commercial service, once available, for a number of reasons. In our Passenger segment, we believe our existing Short Distance routes will be compatible with EVA, which are initially expected to have a limited range, and our existing terminal space will accommodate EVA. Additionally, we believe that the last-mile transports we perform using helicopters or ground vehicles in our Medical segment may be compatible with EVA, reducing organ transport time and cost for our customers. Blade’s unit economics are designed to be profitable using either conventional helicopters or EVA, even if early EVA do not deliver significant cost savings relative to helicopters. Moreover, Blade’s asset-light business model and technology platform are operator and aircraft agnostic, enabling a seamless transition to EVA.
Commitment to Our Communities
Commitment to Our Communities Our MediMobility Organ Transport business partners with transplant centers and organ procurement organizations across the United States, providing cost-effective, rapid movement of organs and transplant teams while maximizing success rates for patients. We believe Blade is the largest dedicated air transporter of human organs for transplant in the United States, leveraging the combined volumes of our retail and medical businesses to enable expanded aircraft availability and better pricing for our customers.
Commitment to Our Communities
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PROPOSAL 1 ELECT CLASS III DIRECTORS
PROPOSAL 1 ELECT CLASS III DIRECTORS Our business and affairs are managed under the direction of our Board. Our Board currently consists of nine directors. Following the Annual Meeting, our Board will consist of eight directors. Our amended and restated certificate of incorporation provides that, subject to the right of holders of any series of preferred stock, our Board will be divided into three classes of directors, with the classes to be as nearly equal in number as possible, and with the directors serving staggered three-year terms, with only one class of directors being elected at each annual meeting of stockholders. As a result, approximately one-third of our Board will be elected each year. Unless otherwise specified in the proxy, the shares voted pursuant thereto will be cast for each of Ms. Lyne and Mr. Wiesenthal. If, for any reason, at the time of election any of the nominees named should decline or be unable to accept his or her nomination or election, it is intended that such proxy will be voted for a substitute nominee, who would be recommended by our Board. Our Board, however, has no reason to believe that any of the nominees will be unable to serve as a director. The following biographical information is furnished as to each nominee for election as a director and each of our directors as of March 22, 2024. References to service on our Board prior to May 7, 2021 refer to service on the board of directors of EIC. Nominees for Election to the Board of Directors for a Three-Year Term Expiring at the 2027 Annual Meeting:
PROPOSAL 1 ELECT CLASS III DIRECTORS
| | Susan M. Lyne, 73, has served as one of our directors since May 2021. Since September 2014, Ms. Lyne has been President and Managing Partner of BBG Ventures, a private investment fund focused on women-led tech startups. From February 2013 to September 2014, Ms. Lyne was Chief Executive Officer of the AOL Brand Group where she oversaw the content brands of AOL, Inc., a global media technology company, including TechCrunch, Engadget, StyleList, Moviefone and MapQuest. From September 2008 to February 2013, she was Chief Executive Officer and then Chairman of Gilt Groupe, Inc., the innovative ecommerce company that pioneered flash sales in the United States. From 2004 to 2008, Ms. Lyne served as President and Chief Executive Officer of Martha Stewart Living Omnimedia, Inc., a diversified media and merchandising company. From 1996 to 2004, Ms. Lyne held various positions at The Walt Disney Company, a diversified worldwide entertainment company, including President of ABC Entertainment. Ms. Lyne currently serves as a director on the Board of Directors of GoPro, Inc., a Nasdaq-listed company, where she is Chair of the Compensation Committee, and has previously served as a director on the Board of Directors of Gilt Groupe, Inc., AOL, Inc., Martha Stewart Living Omnimedia, Inc., Starz Entertainment Group, LLC, a global media and entertainment company, and CIT Group, Inc., an American bank and financial services company education. We believe Ms. Lyne is qualified to serve as one of our directors based on her experience on the Boards of Directors of other companies, her extensive executive experience and her background in the media and consumer products industries. |
PROPOSAL 1 ELECT CLASS III DIRECTORS
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PROPOSAL 1 ELECT CLASS III DIRECTORS
| | Robert S. Wiesenthal, 57, has served as Blade’s Chief Executive Officer since the Closing Date and Old Blade’s Chief Executive Officer from July 2015 through the Closing Date. Mr. Wiesenthal has also served as one of our directors since May 2021, and as a member of Old Blade’s Board of Directors from June 2014 through the Closing Date. From January 2013 to July 2015, Mr. Wiesenthal served as Chief Operating Officer of Warner Music Group Corp., a global music conglomerate. From 2000 to 2012, Mr. Wiesenthal served in various senior executive capacities with Sony Corporation, most recently as Executive Vice President and Chief Financial Officer of Sony Corporation of America. Prior to joining Sony, from 1988 to 2000, Mr. Wiesenthal served in various capacities with Credit Suisse First Boston, most recently as Managing Director, Head of Digital Media and Entertainment. Mr. Wiesenthal currently serves on the Board of Directors of TripAdvisor, Inc., a Nasdaq-listed company, and previously served on the Board of Directors of Starz, a global media and entertainment company. Mr. Wiesenthal holds a B.A. from the University of Rochester. We believe Mr. Wiesenthal is qualified to serve as one of our directors based on his experience on the Boards of Directors of other companies, his extensive executive experience and his background in the travel and technology industries. |
PROPOSAL 1 ELECT CLASS III DIRECTORS
Members of the Board of Directors Continuing in Office for a Term Expiring at the Annual Meeting of Stockholders for the Calendar Year Ending December 31, 2024 (the “2025 Annual Meeting”):
PROPOSAL 1 ELECT CLASS III DIRECTORS
| | John KL Borthwick, 58, has served as one of our directors since March 2023. Mr. Borthwick is the Founder and CEO of Betaworks, a New York-based startup platform that builds, accelerates, and invests in early-stage consumer technology companies, which he founded in August 2008. From July 2006 to October 2007, Mr. Borthwick served as the Chief Executive Officer of Fotolog, a private photo-sharing social media network. From March 2003 to August 2006, Mr. Borthwick served as Senior Vice President of Alliances and Technology Strategy for Time Warner Inc., a NYSE-listed media and entertainment company. Mr. Borthwick currently serves on the Board of Trustees of WNYC, New York Public Radio. Mr. Borthwick holds an M.B.A. from the Wharton School and a B.A. in Economics from Wesleyan University. We believe Mr. Borthwick is qualified to serve as one of our directors based on his extensive experience in the startup, technology and investment sectors and his track record of building and accelerating successful companies. |
PROPOSAL 1 ELECT CLASS III DIRECTORS
| | Reginald L. Love, 41, has served as one of our directors since September 2021. Mr. Love has served as a Senior Advisor at Apollo Global Management, a private global alternative investment management firm, since February 2020. Mr. Love previously served as Partner at RON Transatlantic EG, an international financial holding company with interests in the financial services, logistics, energy, industrial and beer sectors in the United States, Latin America and Europe, from 2012 to February 2020. Prior to joining RON Transatlantic EG, Mr. Love served at the White House as Personal Aide to President Barack Obama from 2009 to 2011, where he was responsible for assisting with the coordination and completion of the President’s daily schedule as well as coordinating with other White House offices to set up long and medium range planning. Mr. Love is a graduate of Duke University and holds an M.B.A. from the Wharton School at the University of Pennsylvania. Mr. Love also serves on the boards of Cox |
PROPOSAL 1 ELECT CLASS III DIRECTORS
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PROPOSAL 1 ELECT CLASS III DIRECTORS
| Media Group, a private American media conglomerate, and the National Summer Learning Association, an American non-profit organization focused on education. We believe Mr. Love is qualified to serve as one of our directors based on his extensive leadership, investment, government affairs and international business experience. |
PROPOSAL 1 ELECT CLASS III DIRECTORS
| | Edward M. Philip, 58, has served as one of our directors since September 2019. Mr. Philip was the Chief Operating Officer of Partners in Health, a global non-profit healthcare organization, responsible for overseeing the operations of the Partners in Health projects globally including in countries such as Liberia, Sierra Leone, Rwanda and Haiti, from 2013 to 2017. Previously he served as Special Partner of Highland Consumer Fund, a consumer-oriented investment fund which he founded, from 2013 to 2017 and as Managing General Partner from 2006 to 2013. Mr. Philip was one of the founding members of the internet search company Lycos, Inc. During his time with Lycos, Mr. Philip held the positions of President, Chief Operating Officer and Chief Financial Officer at different times. Prior to joining Lycos, Mr. Philip spent time as the Vice President of Finance for The Walt Disney Company and also previously spent a number of years in investment banking. He currently serves on the Board of Directors of United Airlines Holdings Inc., a Nasdaq-listed airline, since 2016 and BRP Inc., a publicly traded Canadian recreational vehicle manufacturer, since 2005. Mr. Philip holds a B.S. in Economics and Mathematics from Vanderbilt University and an M.B.A. from Harvard Business School. We believe Mr. Philip is qualified to serve as one of our directors based on his extensive public company board service as well as his extensive experience in the travel, leisure and recreation industries. |
PROPOSAL 1 ELECT CLASS III DIRECTORS
Members of the Board of Directors Continuing in Office for a Term Expiring at the Annual Meeting of Stockholders for the Calendar Year Ending December 31, 2025 (the “2026 Annual Meeting”):
PROPOSAL 1 ELECT CLASS III DIRECTORS
| | Eric L. Affeldt, 66, has served as our Chairman since September 2019. From 2006 to 2017, Mr. Affeldt served as the President and Chief Executive Officer of ClubCorp, a privately held owner and operator of golf, dining and fitness clubs. In 2017, he assisted with the take private transaction of ClubCorp, which was previously listed on the NYSE, to an affiliate of Apollo Global Management. Prior to ClubCorp, he served as a principal of KSL Capital Partners, a private equity firm that specializes in travel and leisure, from 2005 to 2007. In addition, Mr. Affeldt was President of General Aviation Holdings, Inc., an aviation holding company, from 2000 to 2005. Prior to this, Mr. Affeldt also served as President and Chief Executive Officer of KSL Fairways, an owner and manager of golf courses; Vice President and General Manager of Doral Golf Resort and Spa in Miami and the PGA West and La Quinta Resort and Club in California. He has also served on the Board of Directors of the Vail Health System, a private healthcare system in Colorado, since 2017. Mr. Affeldt served on the Board of Directors for Cedar Fair Entertainment Company, an owner and operator of amusement parks, from 2010 to 2018, and was Chairman of its Board of Directors from 2012 to 2018. Mr. Affeldt holds a B.A. in Political Science and Religion from Claremont McKenna College. We believe Mr. Affeldt is qualified to serve as one of our directors based on his extensive operational, board and investment experience. |
PROPOSAL 1 ELECT CLASS III DIRECTORS
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PROPOSAL 1 ELECT CLASS III DIRECTORS
| | Andrew C. Lauck, 38, has served as one of our directors since March 2023. Mr. Lauck served as an observer on our Board from December 2022 to March 2023. Since December 2019, Mr. Lauck has been a Partner at RedBird Capital Partners LP (“RedBird”), a private investment firm, where he was a Principal from December 2016 to December 2019 and a Vice President from August 2014 to December 2016. At RedBird, Mr. Lauck leads the firm’s consumer investment business and is responsible for the firm’s investments in the Company, Jet Linx, BETA Technologies, Aero Centers, VeriJet, Equipment Share and RedBird QSR. Prior to joining RedBird, Mr. Lauck served as Vice President of BDT & Company LLC, a private merchant bank, from December 2013 to July 2014 and as an Associate from August 2011 to December 2013. Mr. Lauck was an Associate at Flexpoint Ford, LLC, a private equity investment firm, from July 2010 to August 2011 and an Analyst at Goldman Sachs, a NYSE- listed American multinational investment bank and financial services company, from July 2007 to June 2010. Mr. Lauck serves as Vice Chairman of the Board of Directors of Vogel Alcove, a non-profit organization on a mission to help young children overcome the lasting and traumatic effects of homelessness, and on the boards of the Cotton Bowl Athletic Association and the Frontiers of Flight Museum (both of which are privately held companies). Mr. Lauck holds a B.S. in Finance and International Business, with distinction and honors, from Indiana University, and is an FAA licensed, instrument-rated pilot. We believe Mr. Lauck is qualified to serve as one of our directors based on his extensive investment and management experience in the aviation, finance and consumer products industries. |
PROPOSAL 1 ELECT CLASS III DIRECTORS
| | Kenneth B. Lerer, 72, has served as one of our directors since May 2021 and was the Chairman of Old Blade’s Board of Directors from July 2016 through the Closing Date. Mr. Lerer is a Managing Partner at Lerer Hippeau Ventures, an early stage venture capital fund, which he founded in January 2010. He was a Co-Founder of The Huffington Post (acquired by AOL), an American news aggregator and media company, from 2005 to 2011 and previously served as Executive Vice President of AOL Time Warner, a global media technology company, from 2000 to 2002. Mr. Lerer has sat on the board of Group Nine Media, an American digital media holding company, since 2016. He was formerly the Chairman of the Board of Directors of BuzzFeed, an American internet media, news and entertainment company, from 2008 to 2019 and previously served on the board of Viacom, a multinational media and entertainment corporation, from 2016 to 2018. We believe Mr. Lerer is qualified to serve as a one of our directors based on his extensive executive, board and investment experience. |
PROPOSAL 1 ELECT CLASS III DIRECTORS
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Class III Director That Served During the Calendar Year Ending December 31, 2023
Class III Director That Served During the Calendar Year Ending December 31, 2023
Class III Director That Served During the Calendar Year Ending December 31, 2023
| | Jane C. Garvey, 80, has served as one of our directors since May 2021. She was previously a member of the Board of Directors at United Airlines from 2009 to 2018, and served as its Chairman from May 2018 to May 2020. Ms. Garvey had numerous roles in public service, including serving as FAA Administrator from 1997 to 2002, Deputy Administrator of the Federal Highway Administration from 1993 to 1997, director of Boston’s Logan International Airport from 1991 to 1993, and as the Massachusetts Department of Public Works Commissioner from 1988 to 1991. After leaving public service, Ms. Garvey became Executive Vice President and Chairman of the transportation practice at APCO Worldwide, an independent global public affairs and strategic communications consultancy, from 2002 to 2006, and was an Advisor to J.P. Morgan’s infrastructure practice from 2005 to 2008. She has served on several boards including Shanska, a multinational construction and development company, Bombardier, a multinational aerospace and transportation company, and MITRE Corporation, an American not-for-profit technology resource organization. Ms. Garvey currently serves as Chairman of the Board of Directors of Meridiam Infrastructure, North America, a private global investor and asset manager, Chairman of the Meridiam Infrastructure Global Advisory Board and Chairman of the Board of Directors of Allego Holding B.V., a NYSE- listed pan-European electric vehicle charging network. Ms. Garvey holds a B.A. from Mount Saint Mary College and M.A.T in English Instruction from Mount Holyoke College. We believe Ms. Garvey is qualified to serve as one of our directors based on her experience in a broad range of industries, including infrastructure development, financial services, transportation, construction, and consulting. |
Class III Director That Served During the Calendar Year Ending December 31, 2023
There are no family relationships among any of our directors or executive officers.
Required Vote
Required Vote Our bylaws provide for a plurality voting standard for the election of directors. Under this voting standard, once a quorum has been established, the nominees who receive the largest number of votes are elected as directors up to the maximum number of directors to be elected at the meeting. This means that the two nominees receiving the highest number of votes at the 2024 Annual Meeting will be elected, even if these votes do not constitute a majority of the votes cast. Only votes cast “FOR” a nominee will be counted in the election of directors. Votes that are “WITHHELD” with respect to one or more nominees will result in those nominees receiving fewer votes but will not count as a vote against the nominees.
Recommendation
Recommendation
The Board recommends that stockholders vote “FOR” all of the nominees
The Board recommends that stockholders vote “FOR” all of the nominees
The Board recommends that stockholders vote “FOR” all of the nominees
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CORPORATE GOVERNANCE
CORPORATE GOVERNANCE
Board of Directors
Board of Directors
Submission of Stockholder Proposals and Board Nominees
Submission of Stockholder Proposals and Board Nominees If you would like to include a proposal for stockholder consideration in our 2025 proxy statement or bring business before our 2025 Annual Meeting, you must send notice to Blade Air Mobility, Inc., Attn: General Counsel, 55 Hudson Yards, 14th Floor, New York, New York 10001, by registered, certified, or express mail and provide the required information and follow the other procedural requirements described below.
Compensation Philosophy
Compensation Philosophy Our executive compensation program has been based on an underlying philosophy that compensation should attract, engage and retain high caliber talent and align the interests of our executives with the interests of our stockholders. Generally, the majority of our named executive officers’ annual compensation consists of equity awards, which are intended to help us retain our management team over a longer timeline and to align their interests with the long-term interests of our company and stockholders. However, in FY2023, the Compensation Committee did not grant equity awards to our executive officers because the Compensation Committee had not yet finalized the design of new performance-based awards until 2024, which resulted in the grant of performance-based equity awards in 2024 that would have otherwise been made in FY2023 had such design been finalized in FY2023. The Compensation Committee evaluates both overall company and individual executive performance when determining equity awards in order to motivate our executive officers and reward performance.
Compensation Consultant Role
Compensation Consultant Role The Compensation Committee has authority under its charter to obtain, at the expense of the Company, advice and assistance from internal or external legal, accounting or other advisors and consultants as it deems necessary or appropriate in the performance of its duties. In addition, the Compensation Committee has sole authority to retain a compensation consultant to assist it in the evaluation of director and executive officer compensation. The Compensation Committee retained Aon’s Human Capital Solutions Practice, a division of Aon (“Aon”) as its compensation consultant in FY2023. Aon reported directly to the Compensation Committee, attended meetings and provided advice to the Compensation Committee. Aon prepared analyses for the Compensation Committee based on its review of market data that it believed to be relevant, including compensation levels at, and the financial performance of, a comparator group of companies identified for relevant periods. Aon met with the Compensation Committee and with management to solicit input on job scope, performance, retention issues and other relevant factors. Aon then prepared reports for the Compensation Committee with respect to management recommendations as to compensation opportunities of the applicable executive officers and the reasonableness of such recommendations. Aon worked independently with the Compensation Committee Chairperson to develop recommendations for the compensation of our Chief Executive Officer, President, Chief Financial Officer and other members of our senior management team. Aon also advised the Compensation Committee on compensation-related developments and best practices. Aon did not provide Blade any services other than the services that it provided to the Compensation Committee. The Compensation Committee does not believe that the work performed by Aon for the Compensation Committee raised any conflict of interest.
Summary Compensation Table
Summary Compensation Table The following table provides summary information concerning compensation earned by our named executive officers for services rendered during FY2023, FY2022, the TP and FY2021, respectively.
Summary Compensation Table
| Name and Principal Position | Year | Salary | Stock Awards(1) | Option Awards | Non-Equity Incentive Plan Compensation | All Other Compensation(2) | Total Compensation | | Robert S. Wiesenthal Chief Executive Officer | FY2023 | $750,000 | — | — | $937,500(3) | $32,291 | $1,719,791 | | | FY2022 | $600,000 | $10,784,528 | — | $513,000(4) | $41,673 | $11,939,201 | | | TP | $129,167 | $2,399,997 | — | — | $9,883 | $2,539,047 | | | FY2021 | $390,683 | $2,739,047 | — | — | $41,584 | $3,171,314 | | Melissa M. Tomkiel President and General Counsel | FY2023 | $500,000 | — | — | $468,750(3) | $36,331 | $1,005,081 | | | FY2022 | $500,000 | $4,398,054 | — | $285,000(4) | $16,854 | $5,199,908 | | | TP | $109,375 | $1,199,998 | — | — | $3,050 | $1,312,423 | | | FY2021 | $312,500 | $3,334,938 | — | — | $140 | $3,647,578 | | William A. Heyburn Chief Financial Officer and Head of Corporate Development | FY2023 | $450,000 | — | — | $421,875(3) | $38,563 | $910,438 | | | FY2022 | $450,000 | $4,325,045 | — | $256,000(4) | $24,314 | $5,055,359 | | | TP | $96,875 | $949,994 | — | — | $1,481 | $1,048,350 | | | FY2021 | $243,811 | $3,053,805 | — | — | $1,038 | $3,298,654 |
Summary Compensation Table
| 1. | Amounts shown reflect the grant date fair value of restricted stock units awarded, as calculated under the Financial Accounting Standards Board’s Accounting Codification Topic 718 (“ASC Topic 718”). |
Summary Compensation Table
| 2. | Amounts shown represent the value of Blade services utilized by the executive. |
Summary Compensation Table
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Summary Compensation Table
| 3. | Amounts shown represent an amount equal to the annual performance-based cash bonuses that were earned under the STIP (defined below). See “Narrative Disclosure to Summary Compensation Table” for a description of such bonuses for FY2023. The STIP RSU Awards (as defined below) were granted on March 8, 2024, and as such, will be reflected in the “Stock Awards” column of the Summary Compensation Table to be included in the Company’s proxy materials for the 2025 annual meeting of stockholders for the Company’s 2024 fiscal year. |
Summary Compensation Table
| 4. | Amounts shown represent an amount equal to the annual performance-based cash bonuses that were earned under the Company’s 2022 Short-Term Incentive Plan, as described in the Company’s proxy materials for the 2023 annual meeting of stockholders. |
Outstanding Equity Awards at December 31, 2023
Outstanding Equity Awards at December 31, 2023 The following table provides information regarding outstanding equity awards made to our named executive officers as of December 31, 2023.
Outstanding Equity Awards at December 31, 2023
| | | Option Awards | | | Stock Awards | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (# Exercisable) | Option Exercise Price ($) | Option Expiration Date | Number of Unearned Shares, Units or Rights That Have Not Vested (#) | Market Value of Unearned Shares, Units or Rights That Have Not Vested ($)(4) | | Robert S. Wiesenthal Chief Executive Officer | 11/9/2022(1) | | | | 1,773,771 | $6,261,411 | | | 12/16/2021(2) | | | | 134,364 | $474,304 | | | 8/13/2021(3) | | | | 98,624 | $348,142 | | | 11/16/2018 | 2,428,702 | $0.18 | 11/16/28 | | | | | 9/1/2015 | 282,470 | $0.18 | 9/1/25 | | | | | 4/10/2015 | 2,475,223 | $0.18 | 4/10/25 | | | | Melissa M. Tomkiel President and General Counsel | 11/8/2022(1) | | | | 698,844 | $2,466,919 | | | 12/16/2021(2) | | | | 67,182 | $237,152 | | | 8/13/2021(3) | | | | 52,528 | $185,423 | | | 7/28/2020 | 593,566 | $0.18 | 7/28/30 | | | | | 7/11/2019 | 16,020 | $0.18 | 7/11/29 | | | | | 11/16/2018 | 90,861 | $0.18 | 11/16/28 | | | | | 6/27/2017 | 39,216 | $0.18 | 6/27/27 | | | | William A. Heyburn Chief Financial Officer and Head of Corporate Development | 11/8/2022(1) | | | | 687,243 | $2,425,967 | | | 12/16/2021(2) | | | | 53,186 | $187,746 | | | 8/13/2021(3) | | | | 40,951 | $144,557 | | | 7/28/2020 | 407,686 | $0.18 | 7/28/30 | | |
Outstanding Equity Awards at December 31, 2023
| 1. | These restricted stock units had an original vesting schedule as follows: 6.25% (rounded down to the nearest whole number) was scheduled to vest every three calendar months from January 1, 2023 (with the first tranche having vested on April 1, 2023), with any remaining unvested restricted stock units to vest on January 1, 2027, in each case subject to the applicable named executive officer’s continuous employment through the vesting date. The vesting schedule of these restricted stock units was modified pursuant to the August 2023 Vesting Acceleration, with the first such modification impacting the tranche of restricted stock units originally scheduled to vest on January 1, 2024. |
Outstanding Equity Awards at December 31, 2023
| 2. | These restricted stock units had an original vesting schedule as follows: 6.25% (rounded down to the nearest whole number) was scheduled to vest every three calendar months from January 1, 2022 (with the first tranche having vested on April 1, 2022), with any remaining unvested restricted stock units to vest on January 1, 2026, in each case subject to the applicable named executive officer’s continuous employment through the vesting date. The vesting schedule of these restricted stock units was modified pursuant to the August 2023 Vesting Acceleration, with the first such modification impacting the tranche of restricted stock units originally scheduled to vest on January 1, 2024. |
Outstanding Equity Awards at December 31, 2023
| 3. | Two-thirds of these restricted stock units (rounded down to the nearest whole number) vested on July 1, 2023, and the remaining restricted stock units were originally scheduled to vest on July 1, 2024, but will now vest on June 8, 2024 pursuant to the August 2023 Vesting Acceleration, in each case, subject to the executive’s continued employment through such date. |
Outstanding Equity Awards at December 31, 2023
| 4. | These values were calculated based on the closing price of shares of common stock on December 31, 2023, which was $3.53. |
Director Compensation
Director Compensation Equity Awards August 2023 Restricted Stock Unit Grants On August 8, 2023, the Board approved awards of restricted stock units for Mr. Affeldt, Mr. Borthwick, Ms. Garvey, Mr. Lerer, Mr. Love, Ms. Lyne and Mr. Philip. Pursuant to such approval, Mr. Affeldt was granted a total of 31,178 restricted stock units, Mr. Borthwick was granted a total of 76,074 restricted stock units, Ms. Garvey was granted a total of 48,637 restricted stock units, Mr. Lerer was granted a total of 31,178 restricted stock units, Mr. Love was granted a total of 31,178 restricted stock units, Ms. Lyne was granted a total of 37,413 restricted stock units and Mr. Philip was granted a total of 31,178 restricted stock units. These restricted stock units will vest on the date of the 2024 Annual Meeting, subject to each recipient’s continued service to the Company through such date. August 2023 Acceleration of Outstanding Restricted Stock Unit Grants On August 8, 2023, the Compensation Committee approved the August 2023 Vesting Acceleration, which accelerated the outstanding awards of time-based restricted stock units awards to our directors, as described above. The Compensation Committee determined to accelerate the vesting schedule for these awards solely for the purposes of standardizing the dates on which our equity awards vest in order to facilitate the administration of our equity award program.
FY2023 Director Compensation
FY2023 Director Compensation For FY2023, we paid the following compensation to our non-employee directors for their service on the Board. Our directors are also reimbursed for reasonable travel and related expenses associated with attendance at Board or committee meetings and are eligible to participate in the Flight Benefit Policy.
FY2023 Director Compensation
| Name | Fees Paid in Cash | Stock Awards(1)(2) | All Other Compensation(3) | Total | | Eric Affeldt | $106,250(4)(5)(6)(7)(8)(9) | $124,712 | $196 | $231,158 | | John Borthwick | — | $304,296 | $15,844 | $320,140 | | Jane Garvey | — | $194,548 | — | $194,548 | | Andrew Lauck | — | — | $12,046 | $12,046 | | Kenneth Lerer | $53,750(10)(11)(12) | $124,712 | — | $178,462 | | Reginald Love | $52,500(13)(14)(15) | $124,712 | $11,401 | $188,613 | | Susan Lyne | $25,000(16) | $149,652 | $37,330 | $211,982 | | Edward Philip | $38,750(17)(18)(19) | $124,712 | $3,385 | $166,847 |
FY2023 Director Compensation
| 1. | As of December 31, 2023, the non-employee directors held the following outstanding equity awards: (i) Mr. Affeldt (31,178 restricted stock units), (ii) Mr. Borthwick (76,074 restricted stock units and 104,388 unexercised stock options); (iii) Ms. Garvey (48,637 restricted stock units), (iv) Mr. Lauck (no outstanding equity awards), (v) Mr. Lerer (31,178 restricted stock units), (vi) and Mr. Love (31,178 restricted stock units), (vii) Ms. Lyne (37,413 restricted stock units), and (viii) Mr. Philip (31,178 restricted stock units). |
FY2023 Director Compensation
| 2. | Amounts shown reflect the grant date fair value of restricted stock units awarded, as calculated under ASC Topic 718. |
FY2023 Director Compensation
| 3. | Amounts shown represent the value of air and car transportation on Blade services. |
FY2023 Director Compensation
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FY2023 Director Compensation
| 4. | $50,000 cash retainer, for service as the Chairman of the Board, subject to the following vesting schedule: 25% to become vested every three months, measured from May 7, 2022, such that the cash became 100% vested on May 7, 2023,. Amount shown in table is the amount that was earned in FY2023. |
FY2023 Director Compensation
| 5. | $50,000 cash retainer, for service on the Board, subject to the following vesting schedule: 25% to become vested every three months, measured from May 7, 2022, such that the cash became 100% vested on the May 7, 2023. Amount shown in table is the amount that was earned in FY2023. |
FY2023 Director Compensation
| 6. | $50,000 cash retainer, for service as the Chairman of the Board, subject to the following vesting schedule: 25% to become vested every three months, measured from May 9, 2023, such that the cash becomes 100% vested on May 9, 2024, subject in each case to Mr. Affeldt’s continued service with the Company through the applicable vesting date or the end of his term. Amount shown in table is the amount that was earned in FY2023. |
FY2023 Director Compensation
| 7. | $50,000 cash retainer, for service on the Board, subject to the following vesting schedule: 25% to become vested every three months, measured from May 9, 2023, such that the cash becomes 100% vested on May 9, 2024, subject in each case to Mr. Affeldt’s continued service with the Company through the applicable vesting date or the end of his term. Amount shown in table is the amount that was earned in FY2023. |
FY2023 Director Compensation
| 8. | $7,500 cash retainer, for service on the Compensation Committee, subject to the following vesting schedule: 25% to become vested every three months, measured from May 9, 2023, such that the cash becomes 100% vested on May 9, 2024, subject in each case to Mr. Affeldt’s continued service with the Company through the applicable vesting date or the end of his term. Amount shown in table is the amount that was earned in FY2023. |
FY2023 Director Compensation
| 9. | $5,000 cash retainer, for service on the Nominating and Corporate Governance Committee of the Board, subject to the following vesting schedule: 25% to become vested every three months, measured from May 9, 2023, such that the cash becomes 100% vested on May 9, 2024, subject in each case to Mr. Affeldt’s continued service with the Company through the applicable vesting date or the end of his term. Amount shown in table is the amount that was earned in FY2023. |
FY2023 Director Compensation
| 10. | $50,000 cash retainer, for service on the Board, subject to the following vesting schedule: 25% to become vested every three months, measured from May 7, 2022, such that the cash became 100% vested on May 7, 2023. Amount shown in table is the amount that was earned in FY2023. |
FY2023 Director Compensation
| 11. | $50,000 cash retainer, for service on the Board, subject to the following vesting schedule: 25% to become vested every three months, measured from May 9, 2023, such that the cash becomes 100% vested on May 9, 2024, subject in each case to Mr. Lerer’s continued service with the Company through the applicable vesting date or the end of his term. Amount shown in table is the amount that was earned in FY2023. |
FY2023 Director Compensation
| 12. | $7,500 cash retainer, for service on the Compensation Committee, subject to the following vesting schedule: 25% to become vested every three months, measured from May 9, 2023, such that the cash becomes 100% vested on May 9, 2024, subject in each case to Mr. Lerer’s continued service with the Company through the applicable vesting date or the end of his term. Amount shown in table is the amount that was earned in FY2023. |
FY2023 Director Compensation
| 13. | $50,000 cash retainer, for service on the Board, subject to the following vesting schedule: 25% to become vested every three months, measured from May 7, 2022, such that the cash became 100% vested on May 7, 2023. Amount shown in table is the amount that was earned in FY2023. |
FY2023 Director Compensation
| 14. | $50,000 cash retainer, for service on the Board, subject to the following vesting schedule: 25% to become vested every three months, measured from May 9, 2023, such that the cash becomes 100% vested on May 9, 2024, subject in each case to Mr. Love’s continued service with the Company through the applicable vesting date or the end of his term. Amount shown in table is the amount that was earned in FY2023. |
FY2023 Director Compensation
| 15. | $5,000 cash retainer, for service on the Nominating and Corporate Governance Committee of the Board, subject to the following vesting schedule: 25% to become vested every three months, measured from May 9, 2023, such that the cash becomes 100% vested on May 9, 2024, subject in each case to Mr. Love’s continued service with the Company through the applicable vesting date or the end of his term. Amount shown in table is the amount that was earned in FY2023. |
FY2023 Director Compensation
| 16. | $50,000 cash retainer, for service on the Board, subject to the following vesting schedule: 25% to become vested every three months, measured from May 9, 2023, such that the cash becomes 100% vested on May 9, 2024, subject in each case to Ms. Lyne’s continued service with the Company through the applicable vesting date or the end of his term. Amount shown in table is the amount that was earned in FY2023. |
FY2023 Director Compensation
| 17. | $50,000 cash retainer, for service on the Board, subject to the following vesting schedule: 25% to become vested every three months, measured from May 9, 2023, such that the cash becomes 100% vested on May 9, 2024, subject in each case to Mr. Philip’s continued service with the Company through the applicable vesting date or the end of his term. Amount shown in table is the amount that was earned in FY2023. |
FY2023 Director Compensation
| 18. | $20,000 cash retainer, for service as the chair of the Audit Committee of Board, subject to the following vesting schedule: 25% to become vested every three months, measured from May 9, 2023, such that the cash becomes 100% vested on May 9, 2024, subject in each case to Mr. Philip’s continued service with the Company through the applicable vesting date or the end of his term. Amount shown in table is the amount that was earned in FY2023. |
FY2023 Director Compensation
| 19. | $7,500 cash retainer, for service on the Compensation Committee of the Board, subject to the following vesting schedule: 25% to become vested every three months, measured from May 9, 2023, such that the cash becomes 100% vested on May 9, 2024, subject in each case to Mr. Philip’s continued service with the Company through the applicable vesting date or the end of his term. Amount shown in table is the amount that was earned in FY2023. |
FY2023 Director Compensation
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Are all of the Company’s directors standing for election at the 2024 Annual Meeting?
Are all of the Company’s directors standing for election at the 2024 Annual Meeting? No, only our Class III directors are standing for re-election at this time. Our Class I directors will stand for election at the 2025 Annual Meeting and our Class II directors will stand for election at the 2026 Annual Meeting.