DEF 14A of Surf Air Mobility Inc.
Filed May 13, 2025 · FY20240001140361-25-018647
May 13, 2025
| Notice of Annual Meeting of Stockholders | | | Important Notice Regarding Proxy Materials | 1 | | Meeting Information | 2 | | Proposal 1 — Election of Directors | 3 | | Corporate Governance | 7 | | Director Compensation | 14 | | Executive Officers of the Company | 17 | | Executive Compensation | 18 | | Summary Compensation Table - Fiscal Years 2023-2024 | 18 | | Outstanding Equity Awards as of December 31, 2024 | 19 | | 2024 Equity Awards | 20 | | Executive Employment and Severance Agreements | 20 | | Defined Contribution Plans | 22 | | Security Ownership of Certain Beneficial Owners and Management | 24 | | Equity Incentive Plan Information | 26 | | Report of Audit Committee | 27 | | Proposal 2 — Ratification of Independent Registered Public Accounting Firm | 28 | | Proposal 3 — Approval of a Reverse Stock Split | 30 | | Proposal 4 — Approval of the Surf Air Mobility Inc. Amended and Restated 2023 Equity Incentive Plan | 39 | | Transactions with Related Persons | 48 | | Delinquent Section 16(a) Reports | 53 | | Proposals of Stockholders and Director Nominations for 2026 Annual Meeting | 54 | | Other Matters | 55 | | Annual Report to Stockholders | 55 | | Questions and Answers About the Proxy Materials and Annual Meeting | 56 | | Appendix A: Certificate of Amendment to Effect Reverse Stock Split | A-1 | | Appendix B: Surf Air Mobility Inc. Amended and Restated 2023 Equity Incentive Plan | B-1 |
Nominees for Election as Class B Directors at the Annual Meeting
Nominees for Election as Class B Directors at the Annual Meeting
Nominees for Election as Class B Directors at the Annual Meeting
| DAVID ANDERMAN | | | Class B Age: 55 Director Since: 2024 | POSITION AND BUSINESS EXPERIENCE | | | David Anderman has served as a director of the Company since December 2024, having previously served as Chief Legal Officer of the Company from June 2023 to May 2024. Mr. Anderman has served as President of Proxima Centauri, LLC, a business advisory firm, advising venture funds on strategy and operations, since 2014. Mr. Anderman has served as the Co-Founder and General Partner of Stellar Ventures, a venture fund investing in the next generation of space entrepreneurs, since July 2021. Mr. Anderman was General Counsel of SpaceX, a space technology company, from June 2019 to December 2020, during which time he supported the launch of satellite internet network Starlink and aided the SpaceX launch of NASA astronauts to the International Space Station. Mr. Anderman served 16 years at Lucasfilm Ltd., starting as a junior lawyer and rising through the ranks to become General Counsel and Chief Operating Officer. He has held C-level positions at a series of technology startups. Mr. Anderman began his career as an intellectual property litigator in Silicon Valley. | | | KEY ATTRIBUTES | | | Mr. Anderman is qualified to serve on the Board based on his on his extensive business experience and industry knowledge. |
Nominees for Election as Class B Directors at the Annual Meeting
| JOHN D´AGOSTINO | | | Class B Age: 49 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. |
Nominees for Election as Class B Directors at the Annual Meeting
| EDWARD MADY | | | Class B Age: 72 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. |
Nominees for Election as Class B Directors at the Annual Meeting
| Surf Air Mobility Inc. | 4 | 2025 Proxy Statement |
Continuing Directors
Continuing Directors
Continuing Directors
| CARL ALBERT | | | Class C Age: 83 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
| TYRONE BLAND | | | Class A Age: 54 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. |
Continuing Directors
| BRUCE HACK | | | Class A Age: 76 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
| Surf Air Mobility Inc. | 5 | 2025 Proxy Statement |
Continuing Directors
| TYLER PAINTER | | | Class C Age: 53 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. 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: 42 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. |
VOTE
VOTE
The Board of directors recommends a vote “FOR ALL” of the director nominees. Unless
The Board of directors recommends a vote “FOR ALL” of the director nominees. Unless otherwise instructed, the proxy holders will vote the proxies received by them “FOR ALL” the director nominees.
The Board of directors recommends a vote “FOR ALL” of the director nominees. Unless
| Surf Air Mobility Inc. | 6 | 2025 Proxy Statement |
The Board of directors recommends a vote “FOR ALL” of the director nominees. Unless
Corporate Governance
Compensation Committee
| Committee Members | Primary Responsibilities | Number of Meetings in 2024 | | Carl Albert (Chair) Bruce Hack 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 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. | 5 |
Compensation Committee
The Compensation Committee may form subcommittees and delegate to its subcommittees such power and authority to the extent consistent with the Company’s charter and bylaws, applicable law, rules and regulations and the rules of the NYSE. The Compensation Committee has not delegated any of its responsibilities to subcommittees. The Compensation Committee may confer with the Board in determining the compensation for the Chief Executive Officer. In determining compensation for executive officers other than the Chief Executive Officer, the Compensation Committee considers, among other things, the recommendations of the Chief Executive Officer. Pursuant to its charter, the Compensation Committee is authorized to retain or obtain the advice of compensation consultants, outside counsel, experts or other advisors to assist in the evaluation of director and executive officer compensation or in carrying out its other responsibilities. The Compensation Committee retained Compensia, Inc. (“Compensia”) as a national compensation consultant. Compensia did not provide any services to us in 2024 other than an assessment of executive compensation with peer group benchmarking, an assessment of non-employee director compensation, a review of management proposals to the Compensation Committee, and assistance with equity program items, including but not limited to grant guidelines and aggregate equity usage. The Compensation Committee reviewed Compensia’s independence and completed an assessment of any potential conflicts of interest raised by Compensia’s work by considering the following six factors, as well as others it deemed relevant: (i) whether Compensia provides other services to us; (ii) the annual dollar value of fees paid to Compensia, as a percentage of Compensia’s total revenue; (iii) the policies and procedures of Compensia that are designed to prevent conflicts of interest; (iv) any business or personal relationships between Compensia consultants and members of the Compensation Committee; (v) whether any Compensia consultants own the Company’s stock and if so, how much; and (vi) any business or personal relationships between Compensia consultants or Compensia with any of our executive officers. As a result of this review, the Compensation Committee concluded that Compensia is independent and that its work does not give rise to any conflicts of interest.
Non-Employee Director Compensation
Non-Employee Director Compensation We maintain 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 Amended & Restated 2023 Equity Incentive Plan (the “2023 Plan”).
Equity Compensation
Equity Compensation At the time of our direct listing in July 2023, new non-employee directors were 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. As disclosed in last year’s proxy statement, the April 2024 RSUs appear as awards in this year’s Director Compensation Table in accordance with SEC rules. On December 3, 2024, the Nominating and Governance Committee of the Board approved a reduction of the target grant date fair value of the initial equity grant by 30%, to $231,000. Subject to the non-employee 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 vested in July 2024 along with the July 2023 RSUs. In addition, for service in 2024, each non-employee director is 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. Such award for 2024 service will be granted on or around the date of the Annual Meeting and, in accordance with SEC rules, will appear as awards in next year’s Director Compensation Table. Beginning in 2025 and in subsequent years, on or around the date of the annual
Equity Compensation
| Surf Air Mobility Inc. | 14 | 2025 Proxy Statement |
Equity Compensation
meeting of stockholders, each non-employee director will receive an annual grant with a target grant date fair value of $115,500 (reduced by 30% as approved by the Nominating and Governance Committee of the Board on December 3, 2024) in the form of restricted stock units. The annual equity awards vest in full on the one-year anniversary of the date of grant subject to the non-employee director’s continued service through such date, provided that, because the 2024 annual equity grant that will be awarded at the time of the Annual Meeting is intended as compensation for service during 2024, such award will vest in full at the time of grant. In addition, in 2024, Carl Albert and Bruce Hack received option grants of 172,340 and 14,286 shares, respectively, with an exercise price of $6.17 per share, 25% of which were vested as of the grant date of April 3, 2024, with the remaining 75% vesting over a three-year period thereafter subject to the non-employee director’s continued service. Such options were granted to compensate Messrs. Albert and Hack for significant additional time spent during the year in connection with certain projects outside of their normal duties on the Board. Also during 2024, Mr. Shahani received a stock option grant and Mr. Anderman received the grant of a warrant in connection with their service as an employee and a consultant, respectively, during the year and though such grants were not intended to compensate them in their capacities as non-employee directors, such amounts appear as compensation in the table below in accordance with SEC rules.
Director Compensation Table - Fiscal 2024
Director Compensation Table - Fiscal 2024 The following table sets forth information regarding the compensation received by each of our non-employee directors serving during the year ended December 31, 2024. Stan Little and Sudhin Shahani, who received compensation as employees and/or consultants of the Company, did not receive any compensation for their service on the Board, but, in accordance with SEC rules, Sudhin Shahani’s compensation for the year is included in the table below:
Director Compensation Table - Fiscal 2024
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(7) | Option Awards ($)(1) | All Other Compensation ($) | Total ($) | | Carl Albert(2) | 51,613 | 80,519 | 155,095 | — | 287,227 | | David Anderman(3) | — | — | — | 257,204(8) | 257,204 | | Tyrone Bland | 16,563 | 80,519 | — | — | 97,082 | | John D’Agostino | 28,875 | 80,519 | — | — | 109,394 | | Bruce Hack(4) | 21,875 | 80,519 | 12,856 | — | 115,250 | | Ed Mady | 21,000 | 80,519 | — | — | 101,519 | | Tyler Painter | 17,500 | 80,519 | — | — | 98,019 | | Sudhin Shahani | — | — | 820,298(5) | 714,795(6) | 1,535,093 |
Director Compensation Table - Fiscal 2024
| Surf Air Mobility Inc. | 15 | 2025 Proxy Statement |
Director Compensation Table - Fiscal 2024
| (1) 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 “Compensation – Stock Compensation”) of stock awards and stock options and warrants 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. 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 or is exercised. As of December 31, 2024, Mr. Albert held 14,966 outstanding restricted stock units and 172,340 outstanding options, Mr. Anderman held 28,571 outstanding restricted stock units, 142,857 outstanding warrants (held by his company as described in footnote 3 below), and 1,594 outstanding options, Mr. Bland held 14,966 outstanding restricted stock units and 0 outstanding options, Mr. D’Agostino held 14,966 outstanding restricted stock units and 0 outstanding options, Mr. Hack held 14,966 outstanding restricted stock units and 14,286 outstanding options, Mr. Mady held 16,514 outstanding restricted stock units and 0 outstanding options, Mr. Painter held 14,966 outstanding restricted stock units and 0 outstanding options, and Mr. Shahani held 0 outstanding restricted stock units, 180,000 outstanding performance-based restricted stock units, and 911,544 outstanding options. |
Director Compensation Table - Fiscal 2024
| (2) Mr. Albert was granted a stock option award of 172,340 shares on April 3, 2024, of which 25% of these stock options were vested as of the grant date of April 3, 2024, with the remaining 75% vesting over a three-year period thereafter. |
Director Compensation Table - Fiscal 2024
| (3) As part of a separate consulting agreement, Mr. Anderman was granted warrants to purchase up to 142,857 shares of common stock in the name of his company Proxima Centauri. |
Director Compensation Table - Fiscal 2024
| (4) Mr. Hack was granted a stock option award of 14,286 shares on April 3, 2024, of which 25% of these stock options were vested as of the grant date of April 3, 2024, with the remaining 75% vesting over a three-year period thereafter. |
Director Compensation Table - Fiscal 2024
| (5) Mr. Shahani was granted a stock option award of 911,544 shares on April 3, 2024, of which 25% of these stock options were vested as of the grant date of April 3, 2024, with the remaining 75% vesting over a three-year period thereafter. |
Director Compensation Table - Fiscal 2024
| (6) Of the amount reported in the “All Other Compensation” column, $689,273 represents amounts paid to Mr. Shahani while an employee of the Company and for services performed as a non-employee consultant of the Company and $25,522 represents amounts paid as a car allowance. |
Director Compensation Table - Fiscal 2024
| (7) The amount reported in this column represents the April 2024 RSUs. The 2024 annual director grant will be granted after the Annual Meeting, at the same time as the 2025 annual director grant, and both grants will appear as compensation in next year’s Director Compensation Table. |
Director Compensation Table - Fiscal 2024
| (8) The amount reported in the “All Other Compensation” column for Mr. Anderman includes $208,333, representing his partial year salary as the Company’s Chief Legal Officer, $28,871, representing the grant date fair value of the warrants described in footnote 3 above, and $20,000 for consulting services performed during the year. |
Summary Compensation Table - Fiscal Years 2023-2024
Summary Compensation Table - Fiscal Years 2023-2024 The following table sets forth for each of the NEOs, as applicable: (i) the dollar value of base salary and bonus earned during the years ended December 31, 2024 and 2023; (ii) the aggregate grant date fair value of stock and option awards granted during 2024 and 2023, computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718; (iii) all other compensation for 2024 and 2023; and, finally, (iv) the dollar value of total compensation for 2024 and 2023.
Summary Compensation Table - Fiscal Years 2023-2024
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(1) | All Other Compensation ($)(2) | Total ($) | | Deanna White Chief Executive Officer and Chief Operating Officer | 2024 | 650,000 | — | — | 324,084(3) | 10,562 | 984,646 | | | 2023 | 579,723 | 545,834 | — | — | 39,223 | 1,164,780 | | Oliver Reeves Chief Financial Officer (started 1/1/2024) | 2024 | 650,000 | — | 66,001(4) | 1,254,000(5) | 27,015 | 1,997,016 | | Stan Little Former Chief Executive Officer and former Board Member | 2024 | 718,750 | — | 502,152(6) | — | — | 1,220,902 | | | 2023 | 852,493 | — | 2,548,942 | — | 446,243 | 3,847,678 |
Summary Compensation Table - Fiscal Years 2023-2024
| (1) 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 2023-2024
| (2) The amounts shown in this column for 2024 are attributed to, for Ms. White, a reimbursement for her move to the Addison, TX office and for Mr. Reeves, a car allowance. |
Summary Compensation Table - Fiscal Years 2023-2024
| (3) Ms. White was granted stock option awards of (i) 157,143 shares on April 3, 2024 that were contingent on stockholder approval of an increase in shares under our equity plan, which was received on June 25, 2024, and (ii) 125,151 shares on June 25, 2024. |
Summary Compensation Table - Fiscal Years 2023-2024
| (4) Mr. Reeves was granted 7,143 fully vested RSUs on January 8, 2024. |
Summary Compensation Table - Fiscal Years 2023-2024
| (5) Mr. Reeves was granted stock option awards of 257,143 shares on January 8, 2024 and 107,143 shares on April 3, 2024 that were contingent on stockholder approval of an increase in shares under our equity plan, which was received on June 25, 2024. |
Summary Compensation Table - Fiscal Years 2023-2024
| (6) Mr. Little was granted 205,800 RSUs on August 13, 2024. |
Summary Compensation Table - Fiscal Years 2023-2024
| Surf Air Mobility Inc. | 18 | 2025 Proxy Statement |
Outstanding Equity Awards as of December 31, 2024
Outstanding Equity Awards as of December 31, 2024 The following table sets forth information on outstanding option and stock awards held by the named executive officers at December 31, 2024, including the number of shares underlying both exercisable and unexercisable portions of each stock option as well as the exercise price and expiration date of each outstanding option.
Outstanding Equity Awards as of December 31, 2024
| | 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 (#) | 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) | | Deanna White | 41,925 | — | — | 3.68 | 3/1/2032 | — | — | — | — | | | 40,761(2) | 1,164 | — | 40.08 | 11/12/2032 | — | — | — | — | | | 39,286(3) | 117,857 | — | 6.17 | 4/3/2034 | — | — | — | — | | | — | 125,151(4) | | 2.63 | 6/25/2034 | — | — | — | — | | Oliver Reeves | —(5) | 257,143 | — | 9.24 | 1/8/2034 | — | — | — | — | | | 26,787(3) | 80,356 | — | 6.17 | 4/3/2034 | — | — | — | — | | Stan Little | — | — | — | — | — | 36,757(6) | 198,120 | — | — | | | | | | | | 102,900(7) | 554,631 | — | — | | | | | | | | | | 40,000(8) | 215,600 |
Outstanding Equity Awards as of December 31, 2024
| (1) The dollar amounts shown in these columns are determined by multiplying the corresponding number of shares by $5.39, the closing price per share of the common stock as of December 31, 2024, the last trading day in fiscal 2024. |
Outstanding Equity Awards as of December 31, 2024
| (2) These stock options vest monthly over a three-year period measured from January 1, 2022. |
Outstanding Equity Awards as of December 31, 2024
| (3) 25% of these stock options were vested as of the grant date of April 3, 2024, with the remaining 75% vesting over a three-year period thereafter. |
Outstanding Equity Awards as of December 31, 2024
| (4) These stock options vest in equal installments over a three-year period on each of May 15, 2025, May 15, 2026, and May 15, 2027. |
Outstanding Equity Awards as of December 31, 2024
| (5) These stock options vest annually over a three-year period measured from January 1, 2024. |
Outstanding Equity Awards as of December 31, 2024
| (6) These shares vest in equal monthly installments through May 26, 2026. |
Outstanding Equity Awards as of December 31, 2024
| (7) These restricted stock units were granted to Mr. Little in exchange for the termination of all of his existing and future rights as a holder of participation units under the Company’s Incentive Bonus Plan, which was adopted by the Company in conjunction with the acquisition of Southern Airways Corporation. Such restricted stock units will vest on May 14, 2025. |
Outstanding Equity Awards as of December 31, 2024
| (8) These performance-based restricted stock units (“PRSUs”) vest only if the per-share closing price of our common stock over a period of 10 consecutive trading days within five years after July 27, 2023 is greater than 200% of $35.00, subject to Mr. Little’s continued employment with the Company or one of its subsidiaries through the date such stock price goal is achieved. |