DEF 14A of Strata Critical Medical, Inc.
Filed Mar 24, 2025 · FY20240001140361-25-010039
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) | | John Borthwick | 2023 | I | Chief Executive Officer at Betaworks | | | | | Reginald Love | 2021 | I | Senior Advisor at Apollo Global Management | | | | | Edward Philip | 2021 | I | Former Chief Operating Officer of Partners in Health | | | |
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 I DIRECTORS | 3 | | CORPORATE GOVERNANCE | 8 | | PROPOSAL 2: RATIFY APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 14 | | AUDIT AND OTHER FEES | 15 | | AUDIT COMMITTEE REPORT | 16 | | EXECUTIVE OFFICERS | 17 | | PROPOSAL 3: ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON NAMED EXECUTIVE OFFICER COMPENSATION (“SAY-ON-FREQUENCY” VOTE) | 18 | | PROPOSAL 4: ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS (“SAY-ON-PAY” VOTE) | 19 | | EXECUTIVE COMPENSATION | 20 | | EQUITY COMPENSATION PLAN INFORMATION | 37 | | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 38 | | CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 40 | | GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND FREQUENTLY ASKED QUESTIONS | 43 | | APPENDIX 1: USE OF NON-GAAP FINANCIAL INFORMATION | A-1 |
Board Nominees
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PROPOSAL 1: ELECT CLASS I DIRECTORS
PROPOSAL 1: ELECT CLASS I DIRECTORS Our business and affairs are managed under the direction of our Board. Our Board currently consists 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 Mr. Borthwick, Mr. Love and Mr. Philip. If, for any reason, at the time of election any of the nominees named should decline or be unable to accept his 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 24, 2025. 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 2028 Annual Meeting:
PROPOSAL 1: ELECT CLASS I DIRECTORS
| | John K.L. Borthwick, 59, has served as one of our directors since March 2023. Mr. Borthwick is the Chief Executive Officer and a member of the Board of Directors 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 has 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 I DIRECTORS
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PROPOSAL 1: ELECT CLASS I DIRECTORS
| | Reginald L. Love, 42, 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 has an M.B.A. from the Wharton School at the University of Pennsylvania. Mr. Love also serves on the boards of Cox 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, legislative, public policy and international business experience. |
PROPOSAL 1: ELECT CLASS I DIRECTORS
| | Edward M. Philip, 59, 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. From 2002 to 2023, Mr. Philip served on the Board of Directors of Hasbro, Inc., a Nasdaq-listed toy and entertainment company. Mr. Philip has 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 I DIRECTORS
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PROPOSAL 1: ELECT CLASS I 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 I DIRECTORS
| | Eric L. Affeldt, 67, 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 as a director for Cedar Fair Entertainment Company, an owner and operator of amusement parks, from 2010 to 2018, and was chairman of the Board of Directors from 2012 to 2018. He has 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 experience as a public company executive and director and his extensive operational, board and investment experience. |
PROPOSAL 1: ELECT CLASS I DIRECTORS
| | Andrew C. Lauck, 39, 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 2024, Mr. Lauck has been Co-Founder and Managing Partner of Maple Park Capital Partners (“MPC”), a private investment firm. Prior to co-founding MPC, Mr. Lauck served as Partner at RedBird Capital Partners LP (“Redbird”) from December 2019 to December 2024, where he was also a Principal from December 2016 to December 2019 and a Vice President from July 2014 to December 2016. At RedBird, Mr. Lauck led the firm’s consumer investment business and was responsible for the firm’s investments in the Company, Go Rentals, AeroCenters, Jet Linx, BETA Technologies, Equipment Share, Main Event Entertainment 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 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, Rita’s Franchise Company, LLC, Jet Linx Global, Inc., SAR Trilogy Management LLC (d/b/a AeroCenters) and Gitbin & Associates (d/b/a Go Rentals) (all of which are privately held companies). Mr. Lauck previously served on the Boards of Ampler QSR LLC, Lambda Energy Resources LLC, Ardent Leisure US Holdings Inc. (d/b/a Main Event Entertainment), Aethon United LP, FireBird Energy LLC, Four Corners Petroleum II, LLC, Vida Capital, CapturePoint LLC, and Avmont LLC. Mr. Lauck has 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 I DIRECTORS
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PROPOSAL 1: ELECT CLASS I DIRECTORS
| | Kenneth B. Lerer, 73, 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 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 I 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, 2026 (the “2027 Annual Meeting”):
PROPOSAL 1: ELECT CLASS I DIRECTORS
| | Robert S. Wiesenthal, 58, has served as Blade’s Chief Executive Officer since the closing of EIC’s acquisition of Old Blade in 2021 (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 has a B.A. from the University of Rochester. |
PROPOSAL 1: ELECT CLASS I DIRECTORS
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PROPOSAL 1: ELECT CLASS I DIRECTORS
| | Susan M. Lyne, 74, 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 Chair 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 is currently a director of GoPro, Inc., a Nasdaq-listed company, where she is Chair of the Compensation Committee, and has previously served as a director 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. 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 I DIRECTORS
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 three nominees receiving the highest number of votes at the 2025 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.
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 2026 proxy statement or bring business before our 2026 Annual Meeting, you must send notice to Blade Air Mobility, Inc., Attn: General Counsel, 31 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 is based on an underlying belief that compensation should attract, engage and retain high caliber talent and align the interests of our executives with the interests of our stockholders. To meet this challenge, we have embraced a “pay for performance” compensation philosophy that is heavily weighted toward variable, at-risk pay through short-term cash incentives and long-term equity awards. Our goal is to provide our named executive officers with primarily performance-based compensation designed 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. 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.
2024 NEO Compensation: Majority Performance-Based (Total and Long-Term Incentive Equity)
2024 NEO Compensation: Majority Performance-Based (Total and Long-Term Incentive Equity) Approximately 90% of each of our named executive officers’ target 2024 compensation was variable, performance-based and at-risk, consisting of the 2024 short-term incentive plan (the “2024 STIP”) and performance-based restricted stock units (“PSUs”). In addition, 100% of the long-term incentive equity that the Compensation Committee granted to our named executive officers in FY24 was in the form of PSUs which are subject to rigorous and challenging performance measures that will be determined over a four-year performance period. The Compensation Committee thus established a strong link between pay and performance for our named executive officers through the 2024 STIP and PSUs, ensuring an alignment of interests between the named executive officers and those of our shareholders.
Annual Bonus
Annual Bonus Our 2024 STIP was based on achievement of specified Adjusted EBITDA performance goals. The Compensation Committee used an Adjusted EBITDA measure to focus executive officers on the critical strategic priority of achieving our first profitable year on an Adjusted EBITDA basis in 2024. Specifically, the Compensation Committee set the target for Adjusted EBITDA at $500,000, which if achieved would represent an improvement of greater than $17 million compared to our negative $16.6 million Adjusted EBITDA in 2023. For 2024, our Adjusted EBITDA increased to $1,205,000. Based on this financial result, the Compensation Committee determined that the Adjusted EBITDA performance condition was achieved at 108%, which represented 141% of the target Adjusted EBITDA. Portion of 2023 Annual Bonus Paid in RSUs As discussed in further detail below, on March 8, 2024, in lieu of cash payments, the Compensation Committee elected to award the named executive officers 20% of their respective 2023 short-term incentive plan (the “2023 STIP”) target bonus opportunities in the form of restricted stock units (“RSUs”) that vested almost immediately.
2024 Equity Awards
2024 Equity Awards In 2024, the Compensation Committee, with the assistance of its independent compensation consultant, took the first step toward growing the performance nature of long-term incentive equity grants by introducing PSUs. As discussed below, the Compensation Committee viewed incentivizing long-term focus on profitability on an Adjusted EBITDA basis, together with incentivizing improvements to Free Cash Flow, as critical measures. The PSUs represented approximately 82% of the named executive officers’ target pay in 2024. The Compensation Committee established a four-year performance period between from January 1, 2024 to December 31, 2027 with respect to achievement of the PSU performance measures. Each named executive officer will vest in any PSUs only if he or she is in continued service on the date that the Compensation Committee determines that the specified performance measures were achieved. The Compensation Committee structured the PSUs to motivate executive officers to achieve multi-year strategic goals and deliver sustained long-term value to stockholders, and to reward them for doing so. On March 6, 2025, the Compensation Committee determined that the Company met the threshold achievement under the 2024 PSU grant due to the Company’s attainment of positive Adjusted EBITDA for FY2024, resulting in the vesting of 20% of the PSUs that the Compensation Committee had awarded in March 2024.
Compensation Committee Role
solicits and considers evaluations and recommendations by the Chief Executive Officer. Our Chief Executive Officer reviews the performance of our other named executive officers with our Compensation Committee, but no other named executive officer or employee reviews the performance of our named executive officers. The Compensation Committee gives considerable weight to the Chief Executive Officer’s evaluations of our other executive officers because of his direct knowledge of these individuals’ performance and contributions. In the case of the Chief Executive Officer, the Compensation Committee evaluates his performance and determines any adjustments to his base salary or STIP, as well as equity awards to be granted. Our Chief Executive Officer does not participate in deliberations or decisions regarding his compensation. The Compensation Committee does not delegate authority to approve executive officer compensation. Generally, the Compensation Committee’s process includes two related elements: the determination of compensation levels and the establishment of performance objectives for the current year. In FY2024, the Compensation Committee granted the annual long-term incentive award in the form of PSUs and determined the performance objectives for that award.
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 FY2024. 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 and other relevant factors. Aon then prepared reports for the Compensation Committee with respect 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. The Compensation Committee has assessed the independence of Aon pursuant to SEC and Nasdaq rules. In doing so, the Compensation Committee considered each of the factors set forth by the SEC and Nasdaq with respect to a compensation consultant’s independence. The Compensation Committee also considered the nature and amount of work performed for the Compensation Committee and the fees paid for those services in relation to the firm’s total revenues. Based on its consideration of the foregoing and other relevant factors, the Compensation Committee concluded that there are no conflicts of interest, and that Aon is independent.
Peer Group
Peer Group We use a peer group to provide a broad perspective on competitive pay levels and practices. The Compensation Committee, with the assistance of Aon, in May 2023 adopted a peer group consisting of similar companies with respect to sector, market capitalization and revenue for use in connection with decisions about 2024 executive compensation. The peer group was ultimately chosen based on the following characteristics:
Peer Group
| • | Sector– aerospace and defense, passenger airlines and adjacent industries related to health care and electric vertical aircraft; |
Peer Group
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Peer Group
| • | Market Capitalization – companies with 30-day average market value ranging from $100 million to $1.5 billion; |
Peer Group
| • | Revenue – companies with revenue generation up to $1.0 billion; and |
Peer Group
| • | Years Public – preference to companies that became public company within the last five years. |
Peer Group
The Compensation Committee also focused on fast-growing companies by reference to the trailing-twelve-month and next-twelve-month revenues. Based on the above-described market data, Aon compiled, and the Compensation Committee approved, a peer group of companies, and this group was used to make the relevant compensation assessments for 2024. The following companies were included in this peer group:
Peer Group
| Air T, Inc. | Joby Aviation, Inc. | | Archer Aviation Inc. | Mesa Air Group, Inc. | | Brightcove Inc. | PLBY Group, Inc. | | Ceva, Inc. | Sun Country Airlines Holdings, Inc. | | ChargePoint Holdings, Inc. | Veritone, Inc. | | DocGo Inc. | Virgin Galactic Holdings, Inc. | | Fisker Inc. | Wheels Up Experience Inc. | | Hylilion Holdings Corp. | |
Peer Group
Blade was at the 38th percentile of market capitalization and the 41st percentile of revenue of the companies in the adopted peer group as of the time that peer group analysis was conducted in May 2023. The Compensation Committee reviews the compensation peer group annually to ensure that the companies in the group are appropriate comparator companies.
Overview of Compensation Program Governance
| What We Do | What We Don't Do | | Pay for performance - structure a substantial portion of pay to be “at risk” and based on Company performance | No excise tax or other gross ups on a change in control | | Maintain an independent compensation committee that retains an independent compensation consultant | No single trigger change in control benefits | | Establish annual incentives based on achievement of rigorous performance goals | No guaranteed bonuses | | Establish and regularly review a peer group of companies based on industry, revenue and market capitalization and review peer pay regularly as a reference point | No hedging of company stock by our executive officers or directors | | Balance short-term and long-term pay opportunities, so we do not over-emphasize short-term performance at the expense of long-term goals | No pledging of company stock by our executive officers or directors | | Have a compensation recovery policy (“clawback”) in place | No employment agreements that guarantee employment for our named executive officers, who are at-will employees | | Have robust stock ownership and retention guidelines for our executive officers and our directors | |
Overall Compensation
Overall Compensation On November 13, 2023, the Compensation Committee approved the overall compensation of our named executive officers for the 2024 fiscal year (the “November Compensation Determinations”), which included approvals of the following compensation components for each respective named executive officer: (1) base salary; (2) short-term incentive plan target opportunity under the 2024 STIP; and (3) the number of PSUs to be approved by the Compensation Committee in 2024 (with such 2024 approval to include the performance and vesting conditions applicable to such PSUs). The number of PSUs was determined by dividing the selected “target value” of the PSUs by the average closing price of the Company’s common stock in the 30 calendar days leading up to the November Compensation Determinations. The 2024 STIP was approved, and the PSUs were granted, by the Compensation Committee on March 8, 2024.
Annual Bonus Pursuant to the Short-Term Incentive Plan
Annual Bonus Pursuant to the Short-Term Incentive Plan In March 2024, the Compensation Committee established the 2024 STIP for eligible employees. The 2024 STIP was a cash based sub-plan of the 2021 Omnibus Incentive Plan (the “2021 Plan”), which is designed to pay out if certain performance-based objectives are achieved by the Company during the performance period from January 1, 2024 to December 31, 2024. If the Company achieves at least the threshold performance objective, the 2024 STIP was designed to provide each named executive officer with a cash bonus equal to a specified percentage of his or her salary, with the payout made by March 15, 2025.
Annual Bonus Pursuant to the Short-Term Incentive Plan
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Annual Bonus Pursuant to the Short-Term Incentive Plan
For 2024, the Compensation Committee established the following annual cash incentive targets for our named executive officers:
Annual Bonus Pursuant to the Short-Term Incentive Plan
| Named Executive Officer | Target Bonus Percentage (as a % of Base Salary) | | Robert S. Wiesenthal | 100% | | Melissa M. Tomkiel | 75% | | William A. Heyburn | 75% |
Annual Bonus Pursuant to the Short-Term Incentive Plan
Our Compensation Committee selected Adjusted EBITDA as our corporate objective for 2024 because it is aligned with our critical strategic priorities of improving profitability and controlling expenses. Adjusted EBITDA is a non-GAAP financial measure which, for purposes of the 2024 STIP, was defined as the Company’s earnings (loss) before interest, taxes, depreciation and amortization, subject to certain other adjustments made with respect to non-cash, extraordinary, unusual or infrequently occurring events, as reported in the earnings release included in the Company’s Form 8-K reporting results for fiscal year 2024. The Compensation Committee set the target for Adjusted EBITDA at a level that it considered rigorous and challenging. Corporate performance needed to exceed a threshold level of performance to achieve a payout. The Adjusted EBITDA target was set more than $17 million above the prior year’s actual performance, reflecting management’s confidence that the Company would achieve a positive Adjusted EBITDA for FY2024. The Compensation Committee set a threshold level of performance that is not significantly below the target level, ensuring that the Company had to approach the target level to achieve a payout. The Compensation Committee set a maximum level of performance equal to ten times the target, a level that required exceptionally strong performance and represented a significant challenge. The table below reflects the threshold, target, and maximum Adjusted EBITDA levels and corresponding payouts that our Compensation Committee established for 2024:
Annual Bonus Pursuant to the Short-Term Incentive Plan
| Performance Condition | Threshold | Target | Maximum | | Adjusted EBITDA | $100,000 | $500,000 | $5,000,000 | | Payout as % of Target Bonus Percentage | 50% | 100% | 150% |
Annual Bonus Pursuant to the Short-Term Incentive Plan
The Compensation Committee established that if Adjusted EBITDA performance pre-STIP payout resulted in performance between target and maximum, the payout would be calculated using straight-line interpolation between target and actual performance. However, if pre-payout performance fell between threshold and target, payout would be at threshold, in order to underscore the importance of achieving target performance. The cash incentives under the 2024 STIP were capped at a maximum of 150% of each named executive officer’s target bonus opportunity. In March 2025, the Compensation Committee determined that the Company achieved Adjusted EBITDA for 2024 of $1,205,000, which resulted in a 108% payout of the target bonus percentage. As such, $810,000, $425,250 and $405,000 was paid to each of Mr. Wiesenthal, Ms. Tomkiel and Mr. Heyburn, respectively, in cash in early 2025. Adjusted EBITDA is a financial measure not calculated in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”). See Appendix 1 for a reconciliation of Adjusted EBITDA to the nearest GAAP measure. Portion of 2023 STIP Paid in RSUs In March 2024, to further align the interests of the executive officers and stockholders and to conserve cash, the Compensation Committee awarded 20% of each respective named executive officer’s 2023 STIP target bonus opportunity as RSUs, rather than paying their respective 2023 STIP payouts entirely in cash as was done for most other employees. As they were granted to our named executive officers in lieu of cash, these RSUs vested approximately three weeks after grant and thus help align the named executive officers’ interests with the interests of stockholders by promoting the creation of long-term value. The Compensation Committee established that the portions of each named executive officer’s 2023 STIP payout that would be paid in RSUs was $150,000, $75,000 and $67,500 for each of Mr. Wiesenthal,
Annual Bonus Pursuant to the Short-Term Incentive Plan
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Annual Bonus Pursuant to the Short-Term Incentive Plan
Ms. Tomkiel and Mr. Heyburn, respectively. The value was converted to a number of RSUs by dividing the target value by the average closing price of the Company’s common stock in the 30 calendar days prior to the date of the Compensation Committee’s March 8, 2024 action approving the award, resulting in awards of 45,672, 22,836 and 20,552 RSUs to each of Mr. Wiesenthal, Ms. Tomkiel and Mr. Heyburn, respectively.
Equity Awards
Equity Awards Our equity-based incentive awards are designed to align our named executive officers’ interests with those of the Company and our stockholders. Our Compensation Committee is responsible for approving equity grants for the named executive officers. We have, since 2021, used time-vesting RSUs exclusively as the vehicles for long-term incentive compensation for our executive officers because RSUs align the interests of our executive officers with the interests of our stockholders generally and provide some value even during periods of market or stock price underperformance. At this critical time in our Company’s development, we introduced PSUs to increase the performance-based nature of the program and to ensure that our named executive officers remain focused on long-term goals to power our company into the future. In 2024, with the exception of the RSUs granted in March 2024 as part of the 2023 STIP payout, the only equity awards granted to our named executive officers were PSUs. 2024 Performance-Based RSUs In 2024, in order to increase the performance-based component of our program, we introduced grants of PSUs to our equity grants. As the Company has evolved and grown, the Compensation Committee determined that it would be appropriate for the form of long-term incentives awarded to our executives to evolve to include performance-based equity. The Compensation Committee determined that the PSUs will become earned based on the achievement of five Adjusted EBITDA performance conditions (as to 70% of the award), one Free Cash Flow performance condition (as to 15% of the award) and one commercial milestone related to transition to electric vertical aircraft (as to 15% of the award), with achievement to be determined over a four-year Performance Period from January 1, 2024 to December 31, 2027. The Compensation Committee selected various levels of achievement of Adjusted EBITDA as a performance measure for the PSUs and gave it the largest total overall weighting because it is a critical measure of the financial performance of our Company and a key measure of profitability aligned to growing long-term shareholder value. The Board and management, as well as our investors, used Adjusted EBITDA as a primary means of measuring the Company’s performance across periods. The Compensation Committee selected a specified achievement of Free Cash Flow as a performance measure for the PSUs because it provides important insights into the cash-generating capability of our business, as well as the importance of the efficient use of cash on our ability to fund investments in our business. The amount of free cash flow that we generate is essential for us to maintain appropriate working capital, pay down debt, and otherwise deploy capital. Free Cash Flow for purposes of the PSUs is a non-GAAP financial measure defined as the Company’s Operating Cash Flow less Capital Expenditures and depreciation related to aircraft and vehicles, but excluding any Capital Expenditures related to the same. The Compensation Committee designed this specific measure, which is burdened by the depreciation associated with owned aircraft and capitalized aircraft maintenance, but excludes capital expenditures related to the same, so as not to incentivize or disincentivize further investment in owned aircraft in any particular reporting period. The final performance measure selected by the Compensation Committee is a commercial milestone tied to the expected eventual transition to EVA. Since we believe it is important to be prepared for entry of EVA into our accessible fleet when EVA become readily available and economically viable to do so, we have included a commercial milestone goal related to EVA. While the EVA commercial milestone is a measure
Equity Awards
| | 26 |
Equity Awards
that the Compensation Committee views as important, the Compensation Committee recognizes that it may not be achievable because of actions that are independent of the Company, in which event the PSUs associated with that milestone would be reallocated equally to the remaining unachieved performance measures determined as of the end 2026. Each performance measure related to Adjusted EBITDA or Free Cash Flow is measured on a trailing four-quarter basis, at the end of each quarter in the four-year performance period. After the end of each fiscal quarter during the performance period, the Compensation Committee will determine if any performance measures were achieved, and if so, will calculate the corresponding number of PSUs that will vest with respect to each performance measure. The performance measures are measured independently of each other, such that the achievement of one performance measure following a given fiscal quarter does not impact the number of PSUs that will vest if another performance measure is achieved following that same fiscal quarter. Each named executive officer will vest in any PSUs only if he or she is in continued service on the date that the Compensation Committee determines that the specified performance measures were achieved. The Compensation Committee may adjust the established performance measures for the impact of unusual and nonrecurring significant events, including, but not limited to, new business investment, business continuity disruptions, restructuring initiatives, mergers and acquisitions, financing, litigation, regulatory matters, accounting changes and currency or interest rate fluctuation in its discretion in a manner as reasonably determined by the Compensation Committee to preserve the original economic intent of the performance measures without diluting or enlarging the participants’ rights thereunder. The Compensation Committee determined the number of PSUs to be awarded to the named executive officers as follows:
Equity Awards
| Named Executive Officer | Target Value ($) | PSUs(1) (#) | | Robert S. Wiesenthal | $4,600,000 | 1,971,428 | | Melissa M. Tomkiel | $3,000,000 | 1,285,714 | | William A. Heyburn | $2,600,000 | 1,114,285 |
Equity Awards
| 1. | At its meeting in November 2023, the Compensation Committee established the number of PSUs to be awarded in early 2024 by dividing the target value established by the Compensation Committee by the average closing price of the Company’s common stock in the 30 calendar days prior to the date of the Compensation Committee’s November 13, 2023 action approving the target value of the award and the number of PSUs to be awarded in early 2024. |
Equity Awards
For the four fiscal quarters ended December 31, 2024, the Compensation Committee measured performance for the Adjusted EBITDA and Free Cash Flow metrics. On March 6, 2025, the Compensation Committee determined that the Company achieved the first of the five Adjusted EBITDA performance conditions, having achieved Adjusted EBITDA of $1,205,000 for 2024, resulting in 20% of the PSUs becoming vested for each of the named executive officers.
Severance Plan and Other Severance-Related Provisions
Severance Plan and Other Severance-Related Provisions The Compensation Committee has adopted the Blade Air Mobility, Inc. Change in Control Severance Plan (the “Severance Plan”). Each of the named executive officers participate in the Severance Plan. The Severance Plan provides participants who are terminated without “Cause” or, solely in the case of the Company’s Chief Executive Officer, for “Good Reason” outside of a “Change in Control” (each term as defined in the Severance Plan) with (i) a lump sum cash payment of 1.5x base salary for the Chief Executive Officer, and 1x base salary for the other named executive officers, and (ii) payment of premiums under the Company’s health plan for up to 18 months for the Chief Executive Officer and up to 9 months for the other named executive officers. The Severance Plan provides participants who are terminated without Cause or for Good Reason during a Change in Control protection period with (i) a lump sum cash payment of 2x base salary for the Chief Executive Officer, and 1.0x base salary for the other named executive officers, (ii) a lump sum cash payment equal to the participant’s target bonus prorated based on the number of days the participant was employed during the fiscal year in which the date of termination occurs, (iii) payment of premiums under the Company’s health plan for up to 24 months for the Chief Executive Officer and up to 12 months for the other named executive officers, and (iv) 100% acceleration of outstanding time-based equity awards. The Change in Control protection period extend from 3 months before any Change in Control through 12 months following such Change in Control. Participants must sign a general release of claims against the Company to receive any benefits under the Severance Plan. In addition to the Severance Plan, for PSU awards granted in 2024, there are severance protections including:
Severance Plan and Other Severance-Related Provisions
| • | if the named executive officer’s employment is terminated before the end of the Performance Period for any reason other than by the Company for “Cause” or voluntarily by the participant without “Good Reason” after a Performance Measure was achieved but before the Compensation Committee certified the performance, then the PSUs will vest based on the extent to which the performance criteria applicable to the Performance Measure were achieved; |
Severance Plan and Other Severance-Related Provisions
| • | if there is a Change in Control during the Performance Period, the PSUs are not assumed by a successor or equivalent value provided, and the participant is employed on the effective date of the Change in Control, then the participant will become 100% vested in the then unvested PSUs; and |
Severance Plan and Other Severance-Related Provisions
| • | if there is a Change in Control during the Performance Period, the PSUs are assumed by a successor and the named executive officer’s employment is involuntarily terminated without “Cause”, or by the named executive officer for “Good Reason”, then the named executive officer will become 100% vested in the then unvested PSUs. |
Severance Plan and Other Severance-Related Provisions
The PSU award agreement defines the terms “Cause”, “Good Reason” and related terms with respect to the PSUs.
Severance Plan and Other Severance-Related Provisions
| | 28 |
Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information
Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information We have not granted new awards of stock options, stock appreciation rights or similar option-like instruments in recent years. Accordingly, we do not have a specific policy or practice on the timing of such awards in relation to our disclosure of material nonpublic information. In the event we determine to grant such awards, we will evaluate the appropriate steps to take in relation to the foregoing. We have not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.
Summary Compensation Table
Summary Compensation Table The following table provides summary information concerning compensation earned by our named executive officers for services rendered during FY2024 and FY2023, 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 | FY2024 | $750,000 | $7,947,374 | — | $810,000(3) | $49,071 | $9,556,445 | | | FY2023 | $750,000 | — | — | $937,500 | $32,291 | $1,719,791 | | Melissa M. Tomkiel President and General Counsel | FY2024 | $525,000 | $5,155,687 | — | $425,250(3) | $28,660 | $6,134,597 | | | FY2023 | $500,000 | — | — | $468,750 | $36,331 | $1,005,081 | | William A. Heyburn Chief Financial Officer and Head of Corporate Development | FY2024 | $500,000 | $4,471,258 | — | $405,000(3) | $26,616 | $5,402,874 | | | FY2023 | $450,000 | — | — | $421,875 | $38,563 | $910,438 |
Summary Compensation Table
| 1. | Amounts shown reflect the combined grant date fair value of PSUs and RSUs awarded in 2024, as calculated under the Financial Accounting Standards Board’s Accounting Codification Topic 718 (“ASC Topic 718”). A portion of the bonuses payable under the 2023 STIP was distributed as RSU awards in March 2024 rather than as cash and are included in the amounts shown in this column. See Note 2 to our consolidated financial statements in our 2024 Annual Report on Form 10-K for more information about the assumptions used to calculate the value of such awards. |
Summary Compensation Table
| 2. | Amounts shown represent the value of Blade services utilized by the executive. |
Summary Compensation Table
| 3. | Amounts shown represent an amount equal to the annual performance-based cash bonuses that were earned under the Company’s 2024 STIP. |
Summary Compensation Table
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Outstanding Equity Awards at December 31, 2024
Outstanding Equity Awards at December 31, 2024 The following table provides information regarding outstanding equity awards made to our named executive officers as of December 31, 2024.
Outstanding Equity Awards at December 31, 2024
| | | Option Awards | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable(1) (#) | Option Exercise Price ($) | Option Expiration Date | Number of Unearned Shares, Units or Rights That Have Not Vested(2) (#) | Market Value of Unearned Shares, Units or Rights That Have Not Vested(3) (#) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Rights That Have Not Vested(4) (#) | Equity Incentive Plan Awards: Market Value of Unearned Shares, Units or Rights That Have Not Vested(3) (#) | | Robert S. Wiesenthal | 4/10/2015 | 1,237,611 | $0.18 | 4/10/2025 | | | | | | | 9/1/2015 | 282,470 | $0.18 | 9/1/2025 | | | | | | | 11/16/2018 | 2,428,702 | $0.18 | 11/28/2028 | | | | | | | 12/16/2021(5) | | | | 67,182 | $285,524 | | | | | 11/9/2022(6) | | | | 1,182,514 | $5,025,685 | | | | | 3/8/2024(7) | | | | 394,286 | $1,675,715 | 1,577,142 | $6,702,853 | | Melissa M. Tomkiel | 11/16/2018 | 6,624 | $0.18 | 11/16/2028 | | | | | | | 7/11/2019 | 16,020 | $0.18 | 7/11/2029 | | | | | | | 7/28/2020 | 593,566 | $0.18 | 7/28/2030 | | | | | | | 12/16/2021(5) | | | | 33,591 | $142,762 | | | | | 11/8/2022(6) | | | | 465,896 | $1,980,058 | | | | | 3/8/2024(7) | | | | 257,143 | $1,092,857 | 1,028,571 | $4,371,428 | | William A. Heyburn | 7/28/2020 | 175,000 | $0.18 | 7/28/2030 | | | | | | | 12/16/2021(5) | | | | 26,593 | $113,020 | | | | | 11/8/2022(6) | | | | 458,162 | $1,947,189 | | | | | 3/8/2024(7) | | | | 222,857 | $947,142 | 891,428 | $3,788,569 |
Outstanding Equity Awards at December 31, 2024
| 1. | Amounts disclosed in this column reflect the number of options granted to our named executive officers that had vested as of December 31, 2024. Stock option grants were made to the named executive officers under the 2015 Equity Incentive Plan (the “2015 Plan”). No new grants can be made under the 2015 Plan following the adoption of the 2021 Plan. |
Outstanding Equity Awards at December 31, 2024
| 2. | Amounts in this column reflect the number of unvested RSUs that were subject to time-based vesting and that had not vested as of December 31, 2024 or, in the case of the PSUs that were granted on March 8, 2024, the number of PSUs earned as of December 31, 2024 but which remained unvested until the Compensation Committee’s certification of the achievement on March 6, 2025, subject to the named executive officer’s continued employment with the Company until that date. |
Outstanding Equity Awards at December 31, 2024
| 3. | These values were calculated based on the closing price of shares of our common stock on December 31, 2024, the last trading day of the year, which was $4.25. |
Outstanding Equity Awards at December 31, 2024
| 4. | Amounts in this column reflect the number of unvested PSUs that were subject to performance conditions and that had not vested as of December 31, 2024. |
Outstanding Equity Awards at December 31, 2024
| 5. | One-quarter of these RSUs vest every three months from March to December 2025, with any remaining RSUs to vest on December 8, 2025, subject to the named executive officer’s continuous employment through each vesting date. |
Outstanding Equity Awards at December 31, 2024
| 6. | One-eighth of these RSUs vest every three months from March 2025 to December 2026, with any remaining RSUs to vest on December 8, 2026, subject to the named executive officer’s continuous employment through each vesting date. |
Outstanding Equity Awards at December 31, 2024
| 7. | The “number of shares or units that have not vested” represent PSUs earned as of December 31, 2024. These PSUs vested upon the Compensation Committee’s certification of the achievement on March 6, 2025, subject to the named executive officer’s continued employment with the Company until that date. The numbers shown as Equity Incentive Plan Awards reflect the number of PSUs that remain subject to performance-based vesting conditions as of December 31, 2024, which are eligible to be earned and vest based on achievement of Company performance measures over a performance period that ends December 31, 2027. |
Outstanding Equity Awards at December 31, 2024
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Pay Versus Performance
Pay Versus Performance In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding “compensation actually paid” (as defined by such rules) for our principal executive officer (“PEO”) and Non-PEO NEOs and Company performance for the fiscal years listed below. Our Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the fiscal years shown.
Pay Versus Performance
| Year | Summary Compensation Table Total for PEO(1) ($) | Compensation Actually Paid to PEO(1)(2)(3) ($) | Average Summary Compensation Table Total for Non-PEO NEOs(1) ($) | Average Compensation Actually Paid to Non-PEO NEOs(1)(2)(3) ($) | Value of Initial Fixed $100 Investment based on: TSR(4) ($) | Net Loss ($) | | 2024 | 9,556,445 | 4,323,654 | 5,768,736 | 2,391,457 | 118.72 | (27,307,000) | | 2023 | 1,719,791 | 1,504,455 | 957,760 | 877,651 | 98.60 | (56,076,000) |
Pay Versus Performance
| 1. | Robert Wiesenthal was our PEO for each year presented. The individuals comprising the Non-PEO NEOs for each year were Melissa Tomkiel and William Heyburn. |
Pay Versus Performance
| 2. | The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. |
Pay Versus Performance
| 3. | Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Less Grant Date Fair Value of Stock Awards column are the totals from the Stock Awards column set forth in the Summary Compensation Table for the applicable year. |
Pay Versus Performance
| 4. | Assumes $100 was invested in the Company for the period starting December 31, 2022, through the end of the listed year. Historical stock performance is not necessarily indicative of future stock performance. |
Pay Versus Performance
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Pay Versus Performance
| Year | Summary Compensation Table Total for PEO ($) | Less Grant Date Fair Value of Stock Awards for PEO ($) | Equity Award Adjustments for PEO(1) ($) | Compensation Actually Paid to PEO ($) | | 2024 | 9,556,445 | (7,947,374) | 2,714,583 | 4,323,654 | | 2023 | 1,719,791 | — | (215,336) | 1,504,455 |
Pay Versus Performance
| Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Less Average Grant Date Fair Value of Stock Awards for Non-PEO NEOs ($) | Equity Award Adjustments for Non-PEO NEOs(1) ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2024 | 5,768,736 | (4,813,473) | 1,436,194 | 2,391,457 | | 2023 | 957,760 | — | (80,109) | 877,651 |
Pay Versus Performance
| 1. | The amounts in Equity Award Adjustments column in the tables above include the addition (or subtraction, as applicable) of the following: (1) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (2) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (3) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (4) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (5) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year. During the periods presented, we did sponsor a pension plan, pay dividends or have any other earnings paid on equity awards prior to the vesting date. The amounts deducted or added in calculating the equity award adjustments are set forth in the following tables: |
Pay Versus Performance
| Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for PEO ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for PEO ($) | Vesting- Date Fair Value of Equity Awards Granted During Year that Vested During Year for PEO ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for PEO ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for PEO ($) | Total Equity Award Adjustments for PEO ($) | | 2024 | 1,675,714 | 899,781 | 142,953 | (3,865) | — | 2,714,583 | | 2023 | — | (100,337) | — | (114,999) | — | (215,336) |
Pay Versus Performance
| Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Vesting- Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) | Total Equity Award Adjustments for Non-PEO NEOs ($) | | 2024 | 1,020,000 | 354,327 | 67,903 | (6,036) | — | 1,436,194 | | 2023 | — | (39,999) | — | (40,110) | — | (80,109) |
Pay Versus Performance
| | 33 |
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Total Shareholder Return (“TSR”)
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Total Shareholder Return (“TSR”) The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs and the cumulative TSR over the two most recently completed fiscal years for the Company.
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Loss
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Loss The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our net loss during the two most recently completed fiscal years.
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Loss
| | 34 |
Director Compensation
Director Compensation The Compensation Committee periodically evaluates the appropriate level and form of compensation for non-employee directors and recommends changes, if any, to the Board of Directors. In connection with this assessment, our Compensation Committee and Board of Directors evaluate our non-employee director pay as well as total non-employee director pay relative to our peers and the market. The Compensation Committee considers advice from the Compensation Committee’s independent consultant, Aon, in connection with this evaluation when appropriate. Our Board of Directors reviews the Compensation Committee’s recommendations and then determines the amount of director compensation. In August 2024, the Board approved the following compensation program for our non-employee directors:
Director Compensation
| Director Type | Compensation | | Director | Restricted stock unit award of $150,000 and, at director’s election, $50,000 in either restricted stock unit award or cash | | Board Chairperson | At director’s election, $50,000 in restricted stock unit award or cash | | Audit Committee Chairperson | At director’s election, $20,000 in restricted stock unit award or cash | | Compensation Committee Chairperson | At director’s election, $15,000 in either restricted stock unit award or cash | | Nominating and Corporate Governance Committee Chairperson | At director’s election, $10,000 in either restricted stock unit award or cash | | Audit Committee Member | At director’s election, $10,000 in either restricted stock unit award or cash | | Compensation Committee Member | At director’s election, $7,500 in restricted stock unit award or cash | | Nominating and Corporate Governance Committee Member | At director’s election, $5,000 in either restricted stock unit award or cash |
Director Compensation
RSUs that were awarded in 2024 to our directors were valued based on the average closing price of our common stock during the 30-calendar day period leading up to and including July 30, 2024. The RSUs will become 100% vested on the date of our 2025 Annual Meeting of the Stockholders, subject to the director’s continued service through such date, and will be settled in shares of our common stock upon vesting. Director cash payments vest in quarterly installments from May 2, 2024, which was the date of our 2024 Annual Meeting of Stockholders.
Director Compensation
| | 35 |
FY2024 Director Compensation
FY2024 Director Compensation For FY2024, we paid the following compensation to our non-employee directors for their service on the Board. Each continuing director as of the annual meeting was awarded 42,826 RSUs for the base award shown in the table above, while any additional RSUs awarded were made pursuant to the directors’ prior election to receive such amounts instead of cash. 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. Mr. Wiesenthal’s compensation is presented in the Summary Compensation Table.
FY2024 Director Compensation
| Name(1) | Fees Paid in Cash | Stock Awards(2) | All Other Compensation(3) | Total | | Eric Affeldt | $112,500 | $128,906 | $3,218 | $244,624 | | John Borthwick | — | $176,172 | $29,856 | $206,028 | | Jane Garvey(4) | — | — | — | — | | Andrew Lauck(5) | — | — | $6,616 | $6,616 | | Kenneth Lerer | $57,500 | $128,906 | $22,708 | $209,114 | | Reginald Love | $57,500 | $128,906 | $25,379 | $211,785 | | Susan Lyne | $62,500 | $128,906 | $23,984 | $215,390 | | Edward Philip | $77,500 | $128,906 | $980 | $207,386 |
FY2024 Director Compensation
| 1. | As of December 31, 2024, the non-employee directors held the following outstanding equity awards: (i) Mr. Affeldt, Mr. Lerer, Mr. Love, Ms. Lyne and Mr. Philip - 42,826 RSUs, (ii) Mr. Borthwick - 58,529 RSUs; and (iii) Mr. Lauck and Ms. Garvey - no outstanding equity awards. |
FY2024 Director Compensation
| 2. | Amounts shown reflect the grant date fair value of restricted stock units awarded, as calculated under ASC Topic 718. |
FY2024 Director Compensation
| 3. | Amounts shown represent the value of air and car transportation on Blade services. |
FY2024 Director Compensation
| 4. | Ms. Garvey ceased to be a director following our 2024 Annual Meeting of Shareholders. She did not receive any compensation for FY2024. |
FY2024 Director Compensation
| 5. | Pursuant to the Nomination Rights Agreement disclosed upon Mr. Lauck’s appointment as a member of the Board, Mr. Lauck was not compensated by the Company for FY2024 other than reimbursement for expenses related to his service as a director and the right to participate in the Company’s flight benefit policy on the same basis as other members of the Board. |
FY2024 Director Compensation
| | 36 |
Are all of the Company’s directors standing for election at the 2025 Annual Meeting?
Are all of the Company’s directors standing for election at the 2025 Annual Meeting? No, only our Class I directors are standing for re-election at this time. Our Class II directors will stand for election at the 2026 Annual Meeting and our Class III directors will stand for election at the 2027 Annual Meeting.