DEF 14A of Sky Harbour Group Corp
Filed Apr 22, 2024 · FY20230001140361-24-021093
Directors And Executive Officers
Directors And Executive Officers Our directors and executive officers and certain information about each of them as of February 29, 2024 are set forth below.
Directors And Executive Officers
| Name | Age | Position(s) | | Tal Keinan | 54 | Chair and Chief Executive Officer | | Will Whitesell | 51 | Chief Operating Officer | | Francisco X. Gonzalez | 56 | Chief Financial Officer | | Michael W. Schmitt | 38 | Chief Accounting Officer | | Gerald Adler | 66 | General Counsel and Corporate Secretary | | Walter Jackson | 65 | Director | | Alethia Nancoo | 55 | Director | | Alex B. Rozek | 45 | Director | | Lysa Leiponis | 59 | Director | | Nick Wellmon | 35 | Director | | Robert S. Rivkin* | 63 | Director | | Jordon Moelis* | 36 | Director Nominee |
Directors And Executive Officers
| * Mr. Rivkin is not standing for reelection. Mr. Moelis has been nominated to serve as a director. |
Management
Management Tal Keinan. Tal Keinan has served as our Chairman of the Board and Chief Executive Officer since the closing of the business combination (the “Yellowstone Transaction”) on January 25, 2022. The Yellowstone Transaction represents the transactions contemplated by the Equity Purchase Agreement, dated as of August 1, 2021 (the “Equity Purchase Agreement”), between Yellowstone Acquisition Corp (“YAC”) and Sky Harbour LLC, a Delaware limited liability company (“Sky”), as a result of which Sky became a subsidiary of the Company. Mr. Keinan assembled and has led the Sky team since its inception in October 2017. Mr. Keinan has served as Co-Founder and Executive Chairman of Clarity Capital KCPS Ltd., a global asset-management firm, since September 2005. He has served as the chairman of Koret Israel Economic Development Funds, Israel’s largest nonprofit lender to small and micro businesses, since 2010 and as a director of Azrieli Data Centers LLC since January 2024. Mr. Keinan is a veteran of the Israel Air Force, where he served for eighteen years as an operational F-16 pilot and an air combat instructor, retiring with the rank of Lieutenant Colonel. He remains a licensed commercial pilot. Mr. Keinan holds MBA from Harvard Business School and is a graduate of the Israel Air Force Academy. Mr. Keinan designated himself to be a nominee to our Board pursuant to the Stockholders Agreement described below (see “Directors, Executive Officers and Corporate Governance – Stockholders’ Agreement”). We believe Mr. Keinan is qualified to serve on our Board because of his significant industry experience and deep knowledge of our Company. Will Whitesell. Will Whitesell has served as our Chief Operating Officer since his appointment on January 3, 2024. Mr. Whitesell has more than 20 years of construction, development and senior management experience, most recently serving as the Chief Operating Officer for the New York region at Suffolk Construction from June 2018 to December 2023. Prior to his position with Suffolk Construction, Mr. Whitesell was Vice President of Design and Construction at Related Companies from 2015 to 2018, and prior to that role, served in various positions at Turner Construction from 2011 to 2015, last serving as Preconstruction Manager. Mr. Whitesell has an MBA from Fordham University and a BS in Engineering from Temple University. Francisco X. Gonzalez. Francisco X. Gonzalez has served as our Chief Financial Officer since the closing of the Yellowstone Transaction. Mr. Gonzalez began his role as the Chief Financial Officer of Sky on July 1, 2021. Mr. Gonzalez oversees all financial, capital markets, treasury, tax and accounting functions for the Company. During his previous positions at Goldman Sachs & Co. LLC (“Goldman Sachs”) from 1989 to 1991 and 1993 until 2010, at RBC Capital Markets from 2010 until 2016, and at Fortress Investment Group from 2017 until 2018, Mr. Gonzalez led or was involved in numerous municipal bond financings, interest rate swaps and public private partnerships for infrastructure and municipal clients, with an emphasis in transportation related projects. He served as a managing director to LSN Partners/LSN Global Projects (“LSN”), a boutique infrastructure advisory firm since June 2018. Mr. Gonzalez, who resigned from LSN upon becoming Sky’s Chief Financial Officer, has an ongoing consulting relationship with LSN as a Senior Advisor and continues to receive payments for such consulting services. Mr. Gonzalez does not receive any payments from LSN with respect to any continuing services rendered by LSN to Sky. Mr. Gonzalez holds a BA in Economics from Harvard College and an MBA from Harvard Business School. Michael W. Schmitt. Michael W. Schmitt has served as our Chief Accounting Officer since the closing of the Yellowstone Transaction. Mr. Schmitt has over 15 years of accounting and audit experience, most recently at PricewaterhouseCoopers LLP (“PwC”), where he held roles of increasing responsibility within the firm’s audit practice since 2012. While at PwC, Mr. Schmitt most recently served as an Assurance Director from July 2021 until January 2022 and an Assurance Senior Manager from July 2019 until June 2021. During Mr. Schmitt’s time at PwC, he served clients primarily in the transportation, travel, and logistics industries, inclusive of airlines, aircraft leasing and finance companies, and other multibillion-dollar SEC registrants in the consumer and industrial sectors. Mr. Schmitt holds a BS in Accountancy from Bryant University and is a licensed Certified Public Accountant and a member of the American Institute of Certified Public Accountants. Gerald Adler. Gerald Adler has served as our Interim General Counsel and Corporate Secretary since the closing of the Yellowstone Transaction. Mr. Adler has over 35 years of experience practicing corporate law. Before joining the Company, Mr. Adler operated a solo practice in 2020, where he advised businesses, start-ups, and venture capital and private equity firms on general corporate and commercial law matters including mergers, acquisitions, financings, capital raises, restructuring, employment matters and commercial licenses and agreements. He previously served as Chief Operating Officer and General Counsel of Paine Schwartz Partners, LLC, a private equity firm specializing in sustainable food chain investing, from 2012 until 2019, and served as a Partner in the Corporate and Securities groups of Friedman Kaplan Seiler & Adelman, LLP from 2008 until 2011, Dechert, LLP from 2005 until 2007 and Swidler Berlin Shereff Friedman from 1989 until 2004. Mr. Adler holds a BA in Economics from Yeshiva University and a JD from the Columbia University School of Law. He is admitted to practice law in New York and is a member of the New York City Bar Association.
Non-Employee Directors and Director Nominee
Non-Employee Directors and Director Nominee Walter Jackson. Walter Jackson has served as a member of our Board since the closing of the Yellowstone Transaction. From 2016 to 2022, Mr. Jackson was a Portfolio Manager at Onex Credit. Previously, Mr. Jackson spent 18 years in various lending and investing capacities at Goldman Sachs. From 1997 to 2007, in Goldman Sachs’s Investment Banking Division, he was responsible for origination and executing bank loans and high yield financings for leveraged buyouts and corporate M&A transactions for US and international companies. From 2008 to 2015, he was responsible for various activities in Goldman Sachs’s Merchant Banking Division, including as Senior Credit Officer and Chief Operating Officer of the Private Debt Group, where he was a member of the leadership team responsible for credit investing, capital markets, fund financing and other fund management responsibilities. Prior to joining Goldman Sachs, Mr. Jackson spent 10 years at the Bank of Nova Scotia (operating as Scotiabank) and Credit Suisse First Boston in various leveraged lending capacities. He started his career at Ernst & Whinney (now Ernst & Young) in 1985, where he was involved in financial consulting for large and middle market companies. Mr. Jackson earned an MBA from Georgia State University and a BS from Bryan College. Mr. Jackson was designated to be a nominee to our Board by Mr. Keinan pursuant to the Stockholders Agreement described below (see “Directors, Executive Officers and Corporate Governance – Stockholders’ Agreement”). We believe Mr. Jackson is qualified to serve on our Board because of his significant financial expertise. Alethia Nancoo. Alethia Nancoo has served as a member of our Board since the closing of the Yellowstone Transaction. Ms. Nancoo has served as a partner in the Public & Infrastructure Finance practice group of Squire Patton Boggs (US) LLP since November 2013 and is a member of the firm's Global Board. Ms. Nancoo’s practice focuses on public, private and project debt finance, with particular emphasis on capital markets, infrastructure construction, airport, toll road and surface transportation, mixed-use multifamily housing, and water and sewer utility sectors. Ms. Nancoo previously served on the board of directors of the District of Columbia Water and Sewer Authority, where she was a member of the Finance and Governance Committees, and as a member of the Executive Committee of the District of Columbia Chamber of Commerce. Ms. Nancoo was recognized as Diversity, Equity and Inclusion Champion in Corporate Counsel Magazine’s 2021 Women, Influence & Power in Law and in the Washington Business Journal’s 2020 Minority Business Leader Awards. She is also a Fellow of the American College of Bond Counsel. Ms. Nancoo holds a BA in Psychology from the University of Maryland, a master’s degree in Education from the University of Maryland and a JD from the University of Wisconsin Law School. Ms. Nancoo was designated to be a nominee to our Board by Mr. Keinan pursuant to the Stockholders Agreement described below (see “Directors, Executive Officers and Corporate Governance – Stockholders’ Agreement”). We believe Ms. Nancoo is qualified to serve on our Board because of her significant experience in public and private debt finance. Alex B. Rozek. Alex B. Rozek served as a member of the YAC Board from the time of YAC’s initial public offering in August 2020 until the closing of the Yellowstone Transaction. Mr. Rozek remained as a director of the Company following the Business Combination. Mr. Rozek has been Co-Chairperson of the Board, Co-Chief Executive Officer and President of Boston Omaha Corporation since February 2015, when he became a member of the firm’s board of directors. He also serves as the Managing Member of Boulderado Partners, LLC, a private investment partnership founded in July 2007. From 2004 to 2007, Mr. Rozek served as an analyst for Water Street Capital and Friedman Billings Ramsey Group. Prior to 2004, he worked for Hunton & Williams and FedEx. Since August 2020, Mr. Rozek has served as Co-Chairperson of the Board of Directors and Co-Chief Executive Officer of Yellowstone Acquisition Company, a special purpose acquisition company which trades on the NASDAQ Capital Market and for which one of our subsidiaries serves as sponsor. Mr. Rozek graduated with a BS in Biology and a Minor in Chemistry from the University of North Carolina at Chapel Hill. Mr. Rozek was designated to be a nominee to our Board by Boston Omaha Corporation pursuant to the Stockholders Agreement described below (see “Directors, Executive Officers and Corporate Governance – Stockholders’ Agreement”). We believe Mr. Rozek is qualified to serve on our Board because of his significant experience as an investor in private and public companies. Lysa Leiponis. Lysa Leiponis has served as a member of our Board since the closing of the Yellowstone Transaction. From January 2021 through July 2022, Ms. Leiponis served as an Independent Senior Advisor at Ferrovial Airports U.S., where she advised senior executive leadership of one of the world’s leading developers and operators of airport infrastructure and provided counsel on strategic direction and growth strategy for the U.S. market. Since July 2022, Ms. Leiponis also serves as a Board Director and Member of the Audit and Risk Committee for JFK New Terminal One LLC. Ms. Leiponis has served as Principal and President of LL Aviation Advisors, LLC since February 2020, where she provides critical strategic advisory services to airport leaders, investors, airlines, and other industry stakeholders. Ms. Leiponis has served as a board member on the Critical Infrastructure Strategic Advisory Board of Parsons Corporation since March 2020 and as a member of the board of trustees of the Vaugh College of Aeronautics & Technology since October 2015, where she has also served as Chair of the Audit Committee from 2019 to present, Chair of the Compensation Committee from 2018 to 2019, Co-chair of the Governance Reform Committee from 2018 to 2019 and member of the Member Plant & Infrastructure and Development Committees from 2015 to 2018. Ms. Leiponis served as the Deputy Airport CEO and General Manager and as Airport CEO and General Manager of LaGuardia Airport from November 2010 until July 2013 and July 2013 until September 2019, respectively. Ms. Leiponis holds a BS in Accounting from Rutgers University and an MBA from Pace University. Ms. Leiponis was designated to be a nominee to our Board by Mr. Keinan pursuant to the Stockholders Agreement described below (see “Directors, Executive Officers and Corporate Governance – Stockholders’ Agreement”). We believe Ms. Leiponis is qualified to serve on our Board because of her significant industry experience.
Non-Employee Directors and Director Nominee
Nick Wellmon. Nick Wellmon has served as a member of our Board since the closing of the Yellowstone Transaction. Since January 2020, Mr. Wellmon has served as the Founder and Managing Partner of Due West Partners LLC (“Due West”), a private investment firm/family office that focuses on investments in aerospace & defense, diversified industrials and consumer ventures. Prior to launching Due West, Mr. Wellmon was Director of Finance at Exotic Metals (“Exotic”), a recognized leader in the aerospace and defense industry from February 2016 to January 2020. While at Exotic, Mr. Wellmon controlled the financial and strategic initiatives across the company’s business channels, and in 2019 led the sale of Exotic to Parker Hannifin Corporation. Earlier in his career, Mr. Wellmon was the Corporate Development Manager for eCommerce-startup Julep Beauty from December 2013 to February 2016, where he executed the company’s Series C capital raise led by Andreessen Horowitz and Madrona Venture Group. Mr. Wellmon also has ample experience in the investment banking industry, where he advised middle market companies on mergers, acquisitions and capital raising activities. Mr. Wellmon has also served as a member of the board of Sagatech Avionics since May 2021. Mr. Wellmon holds a BS in Finance from Wake Forest University. Mr. Wellmon was designated to be a nominee to our Board by Due West pursuant to the Stockholders Agreement described below (see “Directors, Executive Officers and Corporate Governance – Stockholders’ Agreement”). We believe Mr. Wellmon is qualified to serve on our Board because of his significant experience in strategically growing companies in our industry. Robert S. Rivkin. Robert S. Rivkin has served as a member of our Board since the closing of the Yellowstone Transaction. Since March 2019, Mr. Rivkin has been Senior Vice President and Chief Legal Officer for United Airlines, where he leads United’s Legal Department, including the corporate, securities, finance, commercial, litigation, government contracts, intellectual property, antitrust, environmental, employment and international groups. Prior to joining United, Mr. Rivkin served as deputy mayor of the City of Chicago from August 2017 to February 2019, of counsel of Riley Safer Holmes & Cancila LLP from July 2016 to August 2017 and deputy general counsel of Delta Air Lines from May 2013 to April 2016. Prior to joining Delta, Mr. Rivkin served as general counsel of the U.S. Department of Transportation from May 2009 to April 2013, after being nominated by President Obama and unanimously confirmed by the U.S. Senate. Mr. Rivkin served as a director of the National Park Foundation from August 2015 until February 2022. Mr. Rivkin has served as a member of the Board of Trustees at the Steppenwolf Theatre Company since September 2019 and a member of the Board of Trustees of the Chicago Architecture Center since March 2020. Mr. Rivkin holds a BA in Social Studies from Harvard College and a JD from Stanford Law School, where he was an associate editor of the Stanford Law Review and clerked for Judge Joel M. Flaum of the U.S. Court of Appeals for the 7th Circuit. Mr. Rivkin was designated to be a nominee to our Board by Center Sky Harbour LLC (“Center Sky”) pursuant to the Stockholders Agreement described below (see “Directors, Executive Officers and Corporate Governance – Stockholders’ Agreement”). Center Sky has nominated Mr. Moelis as its nominee to serve on our Board. As a result, Mr. Rivkin is not standing for re-election to our Board. Jordon Moelis. Jordon Moelis has been nominated to serve as one of our directors by Center Sky pursuant to the Stockholders Agreement. Mr. Moelis will begin serving on our Board following the Annual Meeting if he is elected by the stockholders. Since October 2014, Mr. Moelis has served as the Founder and Managing Partner of Deep Field Asset Management, a diversified investment firm (“Deep Field”). Deep Field focuses on investments in companies which develop hard-to-replicate competitive advantages, especially those which leverage technology. Additionally, since March 2021, Mr. Moelis has served as Managing Partner of Center Capital Partners, a real estate private equity firm, where he sits on the Investment Committee and helps guide the firm’s strategy. Prior to launching Deep Field, Mr. Moelis was a Research Analyst at Serengeti Asset Management, a multi-strategy hedge fund, from September 2010 to April 2014. Mr. Moelis has been a director of Site 20/20, a traffic control technology business, since May 2021 and Onamac Industries, an aerospace supplier, since March 2023. He is also a co-founder and director of SaveLive, a network of independent music venues which was created in October 2020. Mr. Moelis holds a BS in Economics summa cum laude and an MBA from the Wharton School at the University of Pennsylvania. We believe Mr. Moelis is qualified to serve on our Board because of his significant investment experience.
Information Regarding the Board and its Committees
Information Regarding the Board and its Committees Our Board formed and constituted our Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee in January 2022. Our Board may establish other committees to facilitate the management of our business. Our Board and its committees will set schedules for meetings throughout the year and can also act by written consent from time to time, as appropriate. Our Board delegated various responsibilities and authority to its committees as generally described below. The committees regularly report on their activities and actions to the full Board. Each committee of our Board has a written charter approved by our Board. Members will serve on these committees until their resignation or until otherwise determined by our Board. The following table provides membership information for each of such Board committee as of the date of this Proxy Statement:
Information Regarding the Board and its Committees
| Name | Audit | Compensation | Nominating and Corporate Governance | | Tal Keinan | | X | X | | Walter Jackson | X* | X | | | Alethia Nancoo | | X* | X | | Alex B. Rozek | | | X | | Lysa Leiponis | X | X | X* | | Nick Wellmon | | X | | | Robert S. Rivkin | X | | X |
Information Regarding the Board and its Committees
| * Committee Chair. |
Information Regarding the Board and its Committees
Our Board had three meetings and executed two actions by unanimous written consent in the year ended December 31, 2023. All directors attended all meetings.
Compensation Committee
| • | reviewing and making recommendations to the Board with respect to director compensation; and |
Summary Compensation Table
Summary Compensation Table The following table sets forth information concerning the compensation of the named executive officers for the years ended December 31, 2023 and 2022.
Summary Compensation Table
| | Year | Salary ($) | Bonus ($) | Stock Awards ($)(3) | All Other Compensation ($)(4) | Total ($) | | Tal Keinan Founder and Chief Executive Officer | 2023 | 800,000 | 792,000(1) | — | 52,880 | 1,644,880 | | | 2022 | 500,000 | 750,000(1) | 580,500 | 64,122 | 1,894,622 | | Francisco X. Gonzalez Chief Financial Officer | 2023 | 350,000 | 693,340(2) | 1,150,000 | 43,290 | 2,236,630 | | | 2022 | 300,000 | 532,628(2) | 1,161,000 | 40,190 | 2,033,818 | | Alex Saltzman(5) Former Chief Operating Officer | 2023 | 625,000 | — | 345,000 | 22,500 | 992,500 | | | 2022 | 493,750 | 125,000 | — | 22,500 | 641,250 |
Summary Compensation Table
| (1) Consists of a $792,000 annual bonus for 2023. Consists of an incentive cash bonus of $250,000 and an annual bonus of $500,000 for 2022. |
Summary Compensation Table
| (2) Consists of an incentive cash bonus of $243,340 and an annual bonus of $450,000 for 2023. Consists of an incentive cash bonus of $182,628 and an annual bonus of $350,000 for 2022. |
Summary Compensation Table
| (3) Represents the grant date fair value of RSUs granted during 2023 and 2022 as calculated in accordance with FASB ASC Topic 718. |
Summary Compensation Table
| (4) All Other Compensation includes Company matching contributions under our 401(k) plan and tax-preparation fees. For 2023 and 2022, the 401(k) match totaled $30,000 for Messrs. Keinan and Gonzalez, and $22,500 for Mr. Saltzman. For 2023, tax-preparation fees were $22,880 and $13,290 for Messrs. Keinan and Gonzalez, respectively. For 2022, tax-preparation fees were $34,122 and 10,190 for Messrs. Keinan and Gonzalez, respectively. |
Summary Compensation Table
| (5) Mr. Saltzman resigned as the Chief Operating Officer of the Company and Sky, effective December 31, 2023. Mr. Saltzman’s unvested RSUs expired as of his resignation. |
Pension Benefits and Nonqualified Deferred Compensation
Pension Benefits and Nonqualified Deferred Compensation Our named executive officers did not participate in, or otherwise receive any benefits under, any pension or retirement plan or non-qualified deferred compensation plan sponsored by us during the years ended December 31, 2023 or 2022.
Outstanding Equity Awards at 2023 Year End
Outstanding Equity Awards at 2023 Year End The following table presents information on all outstanding equity awards held by the Company’s named executive officers as of December 31, 2023.
Outstanding Equity Awards at 2023 Year End
| Name | Grant Date | Market value of shares or units of stock that have not vested ($) | Number of shares or units that have not vested (#) | | Tal Keinan Founder and Chief Executive Officer | May 17, 2022 | 350,723(1) | 45,313 | | Francisco Gonzalez Chief Financial Officer | February 14, 2023 | 1,150,000(1) | 200,000 | | | May 17, 2022 | 701,438(1) | 90,625 | | | May 13, 2021 | 437,735(2) | 1,393 | | Alexander Saltzman Former Chief Operating Officer | February 14, 2023(3) | — | — | | | May 13, 2021(3) | — | — |
Outstanding Equity Awards at 2023 Year End
| (1) Represents RSUs granted during 2023 and 2022 measured at the grant date fair value calculated in accordance with FASB ASC Topic 718. 25% of the RSUs granted to Messrs. Keinan and Gonzalez vest on the first anniversary of the date of grant, and the remaining 75% of such RSUs vest ratably over the 36-month period following the first anniversary of the grant date. |
Outstanding Equity Awards at 2023 Year End
| (2) Represents Incentive Units granted during 2021 measured at the grant date fair value calculated in accordance with FASB ASC Topic 718. 25% of the Incentive Units granted to Mr. Gonzalez vest on the first anniversary of the grant date and hire, respectively, and the remaining 75% of such Incentive Units vest ratably over the 36-month period following the first anniversary of the grant and hire dates, respectively. |
Outstanding Equity Awards at 2023 Year End
| (3) In accordance with the Separation Agreement, all unvested incentive units of Sky previously granted to Mr. Saltzman will accelerate and vest in full. Mr. Saltzman’s unvested RSUs have been forfeited in accordance with the terms of the Company’s plan. |
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION The following table sets forth information concerning the compensation of our non-employee directors for the year ended December 31, 2023. The compensation of Mr. Keinan, who is an employee of the Company, is fully reflected in the Summary Compensation Table and related discussion above. Mr. Keinan does not receive additional compensation for his service as a director.
DIRECTOR COMPENSATION
| Name | Fees earned or paid in cash(1) ($) | Stock awards(2) ($) | Total ($) | | Walter Jackson | $80,000 | $80,500 | $160,500 | | Alethia Nancoo | $70,000 | $80,500 | $150,500 | | Alex B. Rozek | $55,000 | $80,500 | $135,500 | | Lysa Leiponis | $102,500 | $80,500 | $183,000 | | Nick Wellmon | $55,000 | $80,500 | $135,500 | | Robert S. Rivkin | $62,500 | $80,500 | $143,000 |
DIRECTOR COMPENSATION
| (1) Reflects the total amount of annual fees for the applicable roles set forth in the table below. |
DIRECTOR COMPENSATION
| (2) Represents RSUs granted during 2023 measured at the grant date fair value calculated in accordance with FASB ASC Topic 718. |
DIRECTOR COMPENSATION
Our director compensation plan provides that the non-executive directors of the Board receive annual compensation comprised of a cash retainer of $50,000 and an RSU award with an approximate grant date fair value of $70,000, subject to vesting conditions pursuant to the 2022 Plan. Non-executive directors are required to own $150,000 of our common stock by the third anniversary of their tenure. Further, these non-executive directors receive additional annual cash compensation for committee and Lead Independent Director service as follows:
DIRECTOR COMPENSATION
| Audit Committee | Chair of Audit Committee | Compensation Committee | Chair of Compensation Committee | Nominating and Corporate Governance Committee | Chair of Nominating and Corporate Governance Committee | Lead Independent Director | | $7,500 | $25,000 | $5,000 | $15,000 | $5,000 | $15,000 | $25,000 |
DIRECTOR COMPENSATION
The director compensation plan, including equity awards, retainer fees, as well as committee, chair, and meeting fees, is designed to attract and retain the most qualified individuals to serve on the Board and we believe is in line with that of other public companies of a similar size. The Board, on the recommendation of our Compensation Committee, is responsible for reviewing and approving any changes to the directors’ compensation arrangements.
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS Our Board currently consists of seven directors. The term of each our seven directors expires at the Annual Meeting. Robert S. Rivkin will not stand for re-election at the Annual Meeting. Our Board has nominated Tal Keinan, Walter Jackson, Alethia Nancoo, Alex B. Rozek, Lysa Leiponis, Jordan Moelis, and Nick Wellmon for election at the Annual Meeting. If they are elected, they will serve on our Board until our 2025 Annual Meeting and until their respective successors have been elected and qualified. The nominees for director at the Annual Meeting, their ages as of April 12, 2024, and their positions and offices held with the Company are set forth below. Other biographical information for the members of our Board is set forth in this Proxy Statement under the heading “Directors, Executive Officers and Corporate Governance—Directors and Executive Officers.” Certain of our stockholders who hold an aggregate of 54,355,486 shares of common stock as of the Record Date, April 12, 2024, have agreed to vote “FOR” each of the nominees listed in this Proxy Statement as a director. Each person nominated for election has agreed to serve if elected. Directors are elected by a plurality of the votes properly cast in person or by proxy. This means that nominees receiving the highest number of “FOR” votes will be elected. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the nine nominees named below. However, if you are a street name stockholder, which means that your shares are held by a broker, bank or other nominee, your shares will not be voted for the election of directors unless you have provided voting instructions to your nominee.
A VOTE “FOR” EACH OF THE SEVEN DIRECTOR NOMINEES
A VOTE “FOR” EACH OF THE SEVEN DIRECTOR NOMINEES