DEF 14A of Surf Air Mobility Inc.
Filed Apr 29, 2024 · FY20230001140361-24-023070
Nominees for Election as Class A Directors at the Annual Meeting
Nominees for Election as Class A Directors at the Annual Meeting
Nominees for Election as Class A Directors at the Annual Meeting
| TYRONE BLAND | | | Class A Age: 53 Director Since: 2023 | POSITION AND BUSINESS EXPERIENCE | | | Tyrone Bland has served as a director of the Company since July 2023. Mr. Bland has served as a Managing Partner at Porter Tellus, LLC, a strategic advising firm since May 2023. Prior to his role at Porter Tellus, LLC, Mr. Bland served as the Head of Global Government Affairs for Creative Artists Agency, LLC (“CAA”), a talent agency, from October 2020 to May 2023. Prior to CAA, Mr. Bland was Vice President of State and Local Government Relations for Herbalife Nutrition, a marketer of dietary supplements, from January 2016 to October 2020 and Managing Partner for Porter Tellus, LLC from January 2007 to January 2016. Mr. Bland received his B.A. from University of California at Los Angeles. | | | KEY ATTRIBUTES | | | Mr. Bland is qualified to serve on the Board based on his regulatory experience and operational leadership. |
Nominees for Election as Class A Directors at the Annual Meeting
| BRUCE HACK | | | Class A Age: 75 Director Since: 2023 | POSITION AND BUSINESS EXPERIENCE | | | Bruce Hack has served as a director of the Company since July 2023. Mr. Hack has served as the founder and Chief Executive Officer of BLH Venture, LLC, a strategic and financial advisory firm, since 2010. Prior to founding BLH Venture, LLC, Mr. Hack served as an Executive Vice Chairman of Activision Blizzard from 2008 to 2009 and Chief Executive Officer of Vivendi Games from 2004 to 2008. Mr. Hack also served as Vice-Chairman of the Board of Directors for Universal Music Group, Inc. from 1998 to 2001 and Chief Financial Officer of Universal Studios, Inc. from 1995 to 1998. In addition, Mr. Hack served as the Executive Chairman of PowerUP Acquisition Corporation from January 2021 to August 2023, was previously Director then Chairman of Technicolor, Inc. from 2010 to 2019, and served as director of Mimedx Group, Inc. from 2010 to 2019. Mr. Hack received his B.A. from Cornell University and his M.B.A from the University of Chicago. | | | KEY ATTRIBUTES | | | Mr. Hack is qualified to serve on the Board based on his operational and financial expertise and public company board experience. |
Continuing Directors
Continuing Directors
Continuing Directors
| CARL ALBERT | | | Class C Age: 82 Director Since: 2023 | POSITION AND BUSINESS EXPERIENCE | | | Carl Albert has served as the Chairman of the Board of the Company since July 2023. Mr. Albert served on the board of Surf Air Global Limited, a subsidiary of the Company, from 2021 until the Company’s direct listing on the NYSE. Mr. Albert has been Chairman and Chief Executive Officer of Fairchild Venture Capital Corporation, a privately held investment firm, since 2000 and General Partner of Positano Premiere Properties, a privately held firm engaged in investment in real estate development and management and other investment activities, since 2003. Mr. Albert was Chairman of the Board for Boise, Inc. (NYSE: BZ) from February 2008 to November 2013. Mr. Albert was a member of the Board of Great Lakes Dredge and Dock (NASDAQ: GLDD) from July 2010 to May 2019. While a member of GLDD board, Mr. Albert served as Audit Committee Chair and member of Compensation and Nominating & Governance Committees. Mr. Albert was the Chairman and Chief Executive Officer of Fairchild Aircraft and Fairchild Aerospace, the parent company of Fairchild Aircraft and Dornier Luftfahrt, from 1990 to 2000. Mr. Albert served as principal venture capital investor, and then Chairman, CEO and President of Wings West Airlines, managing the growth of the airline and initial public offering from 1984 to the 1988 acquisition of the company by AMR Corporation, the parent company of American Airlines. Prior to his work in the airline and aircraft manufacturing industries, Mr. Albert was an attorney specializing in business matters. Mr. Albert received his LLB at the University of California, Los Angeles, School of Law and his B.A. at the University of California, Los Angeles. | | | KEY ATTRIBUTES | | | Mr. Albert is qualified to serve as Chair of the Board based on his extensive business experience and industry knowledge. |
Continuing Directors
| Surf Air Mobility Inc. | 4 | 2024 Proxy Statement |
Continuing Directors
| JOHN D´AGOSTINO | | | Class B Age: 48 Director Since: 2023 | POSITION AND BUSINESS EXPERIENCE | | | John D’Agostino has served as a director of the Company since July 2023. Mr. D’Agostino has served as Senior Advisor at Coinbase Institutional, a digital currency asset manager, since June 2021. Prior to his role at Coinbase Institutional, Mr. D’Agostino was the US Managing Director at Waystone Governance, a provider of institutional governance, risk and compliance services to the asset management industry, from May 2015 to September 2021. From May 2017 to December 2021, Mr. D’Agostino served as a director of Midpoint Holdings Ltd. In 2021, Mr. D’Agostino was named Fellow of the AIF Institute Financial Innovation Center of Excellence. Mr. D’Agostino received his MBA from Harvard Business School, and his B.A. from Williams College. | | | KEY ATTRIBUTES | | | Mr. D’Agostino is qualified to serve on the Board based on his extensive corporate finance and operational leadership. |
Continuing Directors
| Stan Little | | | Class B Age: 52 Director Since: 2023 | POSITION AND BUSINESS EXPERIENCE | | | Stan Little has served as the Company’s Chief Executive Officer and a member of the Board since July 2023. Mr. Little has been the founder and CEO of Southern Airways Express, a subsidiary of the Company, since 2013, and has been CEO of its sister brand, Mokulele Airlines since its acquisition in February 2019. Mr. Little has been a practicing attorney since 2002 and has served as Senior Partner Emeritus at Little & Barton PLLC, since September 2003. Mr. Little is admitted to both the Mississippi and Hawaii Bar Associations. Mr. Little received his J.D. from the University of Mississippi and B.A. from the University of Tennessee. | | | KEY ATTRIBUTES | | | Mr. Little is qualified to serve as the Company’s Chief Executive Officer and a member of the Board based on his extensive business management and industry experience. |
Continuing Directors
| EDWARD MADY | | | Class B Age: 71 Director Since: 2023 | POSITION AND BUSINESS EXPERIENCE | | | Edward Mady has served as a director of the Company since July 2023. Mr. Mady served as Senior Advisor and Advisory Board Member to Surf Air Global Limited from January 2017 to July 2023. Mr. Mady has served as President and COO of The Masterpiece Collection Ltd., a luxury hospitality company, since December 2023. Mr. Mady served as General Manager of The Beverly Hills Hotel and Regional Director for Dorchester Collection, a luxury hotel operator, also overseeing Hotel Bel-Air from July 2011 to February 2022. Prior to that role, Mr. Mady worked as the General Manager at the New York Palace From June 2009 to June 2011. Prior to that role, Mr. Mady worked at The Ritz-Carlton Hotel Company as a Vice President and Area General Manager from November 1988 to May 2009. Mr. Mady has also served as the Principal to Edward Mady LLC, a consultancy serving leaders of travel-based organizations including hospitality and aviation brands, since December 2016. Mr. Mady studied Hotel Restaurant Management at St. Clair College. | | | KEY ATTRIBUTES | | | Mr. Mady is qualified to serve on the Board based on his extensive management and client hospitality experience. |
Continuing Directors
| Surf Air Mobility Inc. | 5 | 2024 Proxy Statement |
Continuing Directors
| TYLER PAINTER | | | Class C Age: 52 Director Since: 2023 | POSITION AND BUSINESS EXPERIENCE | | | Tyler Painter has served as a director of the Company since July 2023. Mr. Painter has served as the CFO and COO of Wisk Aero, an aerospace company, since April 2022. Prior to becoming the CFO of Wisk Aero, Mr. Painter served as a Senior Advisor and acting CFO for the Company from August 2020 to April 2022. From January 2018 to October 2019, Mr. Painter served as CFO of Fair Financial Corporation, a non-profit financial program. Mr. Painter served as the CFO of Solazyme from September 2007 through October 2014 and expanded his role to include CFO and COO from October 2014 through October 2017. In August 2017, Solazyme, which had been re-named TerraVia Holdings, Inc., was acquired in a sale process conducted under Section 363 of the U.S. Bankruptcy Code. Prior to Solazyme, Mr. Painter served as Corporate Treasurer and VP of Finance and Investor Relations for Wind River Systems from September 2000 through April 2007. Earlier in his career, Mr. Painter held various finance roles at Cars Direct and Gap Inc. Mr. Painter holds a B.S. in business with concentration in finance from California Polytechnic University, San Luis Obispo. | | | KEY ATTRIBUTES | | | Mr. Painter is qualified to serve on the Board based on his extensive corporate finance and operational experience. |
Continuing Directors
| SUDHIN SHAHANI | | | Class C Age: 41 Director Since: 2023 | POSITION AND BUSINESS EXPERIENCE | | | Sudhin Shahani has served as a director of the Company since July 2023. Mr. Shahani is the co-founder and served as the Chief Executive Officer of Surf Air Global Limited from 2013 to July 2023. Prior to his role at Surf Air, Mr. Shahani was an Entrepreneur in Residence at Anthem Ventures, an early-stage venture capital firm, where he worked with a number of portfolio companies, led investments, and served on the board of Madefire from July 2013 to December 2018 and Panna from March 2012 to April 2019 (until their sale to Discovery Networks). Prior to his role at Anthem Ventures, Mr. Shahani co-founded Musicane, a digital music and social shopping network from 2004 to 2009. Mr. Shahani holds a B.S. with honors in Business Administration & Entrepreneurship from Babson College. | | | KEY ATTRIBUTES | | | Mr. Shahani is qualified to serve as a member of the Board based on his extensive business management experience. |
Continuing Directors
The Board of directors recommends a vote “FOR ALL” of the directors nominees. Unless otherwise instructed, the proxy holders will vote the proxies received by them “FOR ALL” the director nominees.
Continuing Directors
| Surf Air Mobility Inc. | 6 | 2024 Proxy Statement |
Continuing Directors
Corporate Governance
Compensation Committee
| Committee Members | Primary Responsibilities | Number of Meetings in 2023 | | Carl Albert (Chair) Edward Mady | • Retaining compensation consultants and outside counsel, experts, and other advisors. • Overseeing the Company’s overall compensation structure, policies, programs and arrangements. • Reviewing and approving, or recommending that our Board approve, the compensation plans of our executive officers. • Perform such duties and responsibilities as may be assigned to the Committee under the terms of any compensation or other employee benefit plan, including any incentive- compensation or equity-based plan. • Reviewing and making recommendations to the Board for CEO succession plans and reviewing with management the Company’s general management succession plans. • At least annually reviewing and discussing the relationship between risk management policies and practices, corporate strategy, and the Company’s compensation arrangements. | 2 |
Non-Employee Director Compensation
Non-Employee Director Compensation We adopted a policy for compensating our non-employee directors with a combination of cash and equity, with such equity awards being subject to the terms and conditions of our 2023 Equity Incentive Plan (the “2023 Plan”).
Equity Compensation
Equity Compensation New non-employee directors are entitled to receive an initial equity grant with a target grant date fair value of $330,000 awarded in the form of restricted stock units. On July 25, 2023, each non-employee director was awarded 13,409 restricted stock units, (the “July 2023 RSUs”), based on an assumed opening price of our common stock as of the date of our direct listing of $24.61 per common share. The actual opening price of our common stock as of July 27, 2023, the date of our direct listing, was $5.00 per common share, and the closing price of our common stock as of such date was $3.15 per common share. On April 3, 2024 each non-employee director was awarded an additional 91,353 restricted stock units, (the “April 2024 RSUs”), which, together with the original grant of 13,409 restricted stock units previously granted to each non-employee director, represented $330,000 based on the $3.15 per share closing price on July 27, 2023, the date of our direct listing. The April 2024 RSUs will appear as awards in next year’s Director Compensation Table in accordance with SEC rules. Subject to the director’s continued service, initial equity awards vest on the one-year anniversary of the date of grant, provided that, because the April 2024 RSUs were intended to constitute part of the initial grant along with the July 2023 RSUs, the April 2024 RSUs will vest in July 2024 along with the July 2023 RSUs. In addition, beginning in 2024 and in each subsequent year on or around our annual meeting of the stockholders, each non-employee director will be entitled to receive an annual equity grant with a target grant date fair value of $165,000 awarded in the form of restricted stock units. The annual equity awards will vest in full on the one-year anniversary of the date of grant subject to the director’s continued service through such date.
Equity Compensation
| Surf Air Mobility Inc. | 14 | 2024 Proxy Statement |
Director Compensation Table - Fiscal 2023
Director Compensation Table - Fiscal 2023 The following table sets forth the total compensation paid to our non-employee directors for their service on our Board during fiscal 2023. Stan Little and Sudhin Shahani, who are employed by us, do not receive any compensation for their service on the Board.
Director Compensation Table - Fiscal 2023
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | All Other Compensation ($)(2) | Total ($) | | Carl Albert | $39,275 | $117,983 | $ — | $157,258 | | Tyrone Bland | 14,375 | 117,983 | — | 132,358 | | John D’Agostino | 50,625 | 117,983 | 1,460 | 170,068 | | Bruce Hack | 15,625 | 117,983 | — | 133,608 | | Ed Mady | 90,839 | 117,983 | 4,380 | 213,202 | | Ann Nelson(3) | 50,000 | — | — | 50,000 | | Tyler Painter | 12,500 | 117,983 | 9,238 | 139,721 |
Director Compensation Table - Fiscal 2023
| (1) Amounts shown in this column represent the aggregate grant date fair value (calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 “Compensation – Stock Compensation”) of stock awards granted during the year, based on a value per share of $8.80, which was utilized for the recording of compensation expense under generally accepted accounting principles. A description of the methodologies and assumptions we use to value equity awards and the manner in which we recognize the related expense are described in Note 18 to our consolidated financial statements, for the year ended December 31, 2023 as found in the Company’s Form 10-K for the year ended December 31, 2023. These amounts may not correspond to the actual value eventually realized by each director because the value depends on the market value of our common stock at the time the award vests. As of December 31, 2023, each director held 13,409 restricted stock units, except for Ms. Nelson, who did not hold any outstanding equity awards as of such date. |
Director Compensation Table - Fiscal 2023
| (2) On May 26, 2023, the Company approved the forgiveness of certain promissory notes associated with the issuance of restricted stock purchase agreements (“RSPAs”) to executives and directors. The Company also provided bonuses to pay for interest and tax associated with the issuance of these shares in the aggregate amount of $0.1 million to all such executives and directors. |
Director Compensation Table - Fiscal 2023
| (3) Ms. Nelson resigned effective May 16, 2023. |
Summary Compensation Table - Fiscal Years 2022-2023
Summary Compensation Table - Fiscal Years 2022-2023 The following table summarizes the compensation awarded to, earned by, or paid to our NEOs for 2023 and 2022.
Summary Compensation Table - Fiscal Years 2022-2023
| Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Option Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | | Stan Little Chief Executive Officer | 2023 | 852,493 | — | 2,548,942 | — | 446,243 | 3,847,678 | | | 2022 | 295,000 | 60,000 | — | 2,699,900 | 48,000(7) | 3,102,900 | | Deanna White(4) Former Chief Financial Officer | 2023 | 579,723 | 545,834 | — | — | 39,223 | 1,164,780 | | | 2022 | 375,000 | 200,000 | — | 3,066,729 | 75,000(8) | 3,716,729 | | Sudhin Shahani(5) Former Chief Executive Officer | 2023 | 490,268(6) | 329,861 | 2,847,600 | — | 108,452 | 3,776,181 | | | 2022 | 350,000(6) | 150,000 | 1,753,945 | — | — | 2,253,945 |
Summary Compensation Table - Fiscal Years 2022-2023
| (1) The amounts reported in this column represent discretionary bonuses awarded to the executive for the applicable fiscal year. Values for 2023 represent catch-up bonuses provided to Ms. White and Mr. Shahani pursuant to their respective employment agreements. Ms. White received a bonus equal to the sum of $179,167 plus the amount by which the base salary she would have received for the period from October 1, 2022 through the Company’s listing date at an annual rate of $650,000 exceeded the amount of base salary she received for her services during that period. Mr. Shahani received a bonus equal to the amount by which the base salary he would have received for the period from June 1, 2021 through the day before the Company’s listing date at an annual rate of $975,000 exceeds the amount of base salary and consulting fees (as applicable) he received for his services during that period. |
Summary Compensation Table - Fiscal Years 2022-2023
| (2) Amounts shown in these columns represent the aggregate grant date fair value (calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718) of stock awards and stock options granted during the year. A description of the methodologies and assumptions we use to value equity awards and the manner in which we recognize the related expense are described in Note 18 to our consolidated financial statements, Stock-Based Compensation. These amounts may not correspond to the actual value eventually realized by each NEO because the value depends on the market value of our common stock at the time the award vests or is exercised. |
Summary Compensation Table - Fiscal Years 2022-2023
| (3) Values for 2023 represent the value of a loan forgiveness bonus paid to each executive and a corresponding tax gross-up on such bonus payment and, for Mr. Shahani, the value of a car allowance. |
Summary Compensation Table - Fiscal Years 2022-2023
| (4) Ms. White voluntarily resigned as our Chief Financial Officer effective December 31, 2023, but continues to serve as a non-executive employee. |
Summary Compensation Table - Fiscal Years 2022-2023
| (5) Mr. Shahani previously served as Chief Executive Officer and, effective as of July 27, 2023, began serving as a non-executive employee director. |
Summary Compensation Table - Fiscal Years 2022-2023
| (6) Mr. Shahani was paid as a consultant in 2022 and a non-executive employee in 2023. |
Summary Compensation Table - Fiscal Years 2022-2023
| (7) This amount represents a housing allowance for Mr. Little. |
Summary Compensation Table - Fiscal Years 2022-2023
| (8) This amount represents payments to Ms. White in 2022 for consulting services. |
Summary Compensation Table - Fiscal Years 2022-2023
| Surf Air Mobility Inc. | 17 | 2024 Proxy Statement |
Outstanding Equity Awards as of December 31, 2023
Outstanding Equity Awards as of December 31, 2023
Outstanding Equity Awards as of December 31, 2023
| | Option Awards | | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(g) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | Stan Little | — | — | — | — | — | — | — | 280,000(2) | 434,000 | | | — | — | — | — | — | — | — | 54,670(3) | 84,739 | | | — | — | — | — | — | — | — | 418,058 | 647,990 | | Deanna White | 293,475 | — | — | 0.53 | 3/1/2032 | — | — | — | — | | | 187,500(4) | 105,976(4) | — | 5.73 | 11/12/2032 | — | — | — | — | | Sudhin Shahani | — | — | — | — | — | — | — | 1,260,000(2) | 1,953,000 |
Outstanding Equity Awards as of December 31, 2023
| (1) The dollar amounts shown in these columns are determined by multiplying the corresponding number of shares by $1.55, the closing price of the shares as of December 29, 2023, the last trading day in fiscal 2023. |
Outstanding Equity Awards as of December 31, 2023
| (2) These performance-based restricted stock units will only vest if the per-share closing price of our common stock over a period of ten consecutive trading days within the five-year performance period is greater than 200% of $5.00, subject to continued employment through the date such stock price goal is achieved. |
Outstanding Equity Awards as of December 31, 2023
| (3) These shares vest subject to the achievement of certain revenue goals, subject to continued employment through the date of achievement. |
Outstanding Equity Awards as of December 31, 2023
| (4) These stock options vest monthly over a three-year period measured from January 1, 2022. |