DEF 14A of Strata Critical Medical, Inc., Apr 14, 2026

DEF 14A of Strata Critical Medical, Inc.

Filed Apr 14, 2026 · FY20250001140361-26-014530

Open on EDGAR

  1. Board Nominees

    Board Nominees The following table provides summary information about each director nominee.

  2. Board Nominees

    | Name | Director since | Class | Principal Occupation | Committee Membership | | | | | | | | CC(1) | AC(2) | NCGC(3) | | William A. Heyburn | 2025 | II | Co-Chief Executive Officer and Chief Financial Officer of the Company | | | | | Andrew Lauck | 2023 | II | Managing Partner and Co-Founder at Maple Park Capital Partners | | | |

  3. Board Nominees

    | (1) CC |

  4. Board Nominees

    Compensation Committee

  5. Board Nominees

    | (2) AC |

  6. Board Nominees

    Audit Committee

  7. Board Nominees

    | (3) NCGC |

  8. Board Nominees

    Nominating and Corporate Governance Committee

  9. Board Nominees

    | | ii |

  10. Board Nominees

    | ABOUT STRATA | 1 | | PROPOSAL 1: ELECT CLASS II DIRECTORS | 2 | | CORPORATE GOVERNANCE | 7 | | PROPOSAL 2: RATIFY APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 16 | | AUDIT AND OTHER FEES | 17 | | AUDIT COMMITTEE REPORT | 18 | | EXECUTIVE OFFICERS | 19 | | PROPOSAL 3: ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS (“SAY-ON-PAY” VOTE) | 20 | | EXECUTIVE COMPENSATION | 21 | | PAY VERSUS PERFORMANCE | 53 | | EQUITY COMPENSATION PLAN INFORMATION | 59 | | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 60 | | CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 62 | | DELINQUENT SECTION 16(A) REPORTS | 65 | | GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND FREQUENTLY ASKED QUESTIONS | 66 | | APPENDIX 1: USE OF NON-GAAP FINANCIAL INFORMATION | A-1 |

  11. Board Nominees

    | | iii |

  12. PROPOSAL 1: ELECT CLASS II DIRECTORS

    PROPOSAL 1: ELECT CLASS II DIRECTORS Our business and affairs are managed under the direction of our Board. Our Board currently consists of nine 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. Mr. Eric Affeldt will not be standing for re-election at the 2026 Annual Meeting, and Ms. Susan Lyne has submitted a letter of resignation from the Board and each of its committees effective as of the 2026 Annual Meeting. We thank them for their service to the Company. Upon the recommendation of the Nominating and Corporate Governance Committee, the Board has nominated Mr. Heyburn and Mr. Lauck to serve for a term expiring at the Annual Meeting of Stockholders for the calendar year ending December 31, 2028 (the “2029 Annual Meeting”) and until their successors are duly elected and qualified. If re-elected, the independent members of the Board intend to appoint Mr. Lauck to serve as Lead Independent Director, succeeding Mr. Affeldt, effective immediately following the 2026 Annual Meeting. Unless otherwise specified in this Proxy Statement, the shares voted pursuant thereto will be cast for each of Mr. Heyburn and Mr. Lauck. 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 who will continue serving on the Board after the 2026 Annual Meeting. References to service on our Board prior to May 7, 2021 refer to service on the board of directors of EIC. Following the 2026 Annual Meeting, assuming the election of the nominees and the effectiveness of the resignation described above, the Board is expected to consist of seven directors. Nominees for Election to the Board of Directors for a Three-Year Term Expiring at the 2029 Annual Meeting:

  13. PROPOSAL 1: ELECT CLASS II DIRECTORS

    | | William A. Heyburn, 37, has served as the Company’s Co-Chief Executive Officer and Chief Financial Officer and as one of our directors since August 2025. Prior to that, he served as the Company’s Chief Financial Officer and Head of Corporate Development from May 2021 to August 2025, as OldCo’s Chief Financial Officer from December 2020 through May 2021, and as OldCo’s Head of Corporate Development from May 2018 through May 2021. From 2015 to April 2018, Mr. Heyburn served in various capacities at RedBird Capital Partners LP (“RedBird”), a private investment firm, most recently as Vice President. Prior to joining RedBird, Mr. Heyburn was a member of the U.S. Credit Investment Team at Oak Hill Advisors, L.P., a global alternative investment firm, from 2013 to 2015. Prior to joining Oak Hill, Mr. Heyburn was a member of the investment banking group at Moelis & Company, an independent investment bank, focused on restructuring transactions, from 2011 to 2013. Mr. Heyburn has an A.B. from Harvard University. We believe that Mr. Heyburn is qualified to serve as one of our directors based on his executive leadership experience as Co-Chief Executive Officer and Chief Financial Officer of the Company, and his deep knowledge of the Company’s business, capital structure and strategic opportunities. |

  14. PROPOSAL 1: ELECT CLASS II DIRECTORS

    | | 2 |

  15. PROPOSAL 1: ELECT CLASS II DIRECTORS

    | | Andrew C. Lauck, 40, 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 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, a Trustee at Good Shepherd Episcopal School of Dallas, and a Board Member and Member of the Audit Committee of the Cotton Bowl Athletic Association. 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. |

  16. PROPOSAL 1: ELECT CLASS II 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”):

  17. PROPOSAL 1: ELECT CLASS II DIRECTORS

    | | Melissa M. Tomkiel, 45, has served as the Company’s Co-Chief Executive Officer and General Counsel and as one of our directors since August 2025. Prior to that, she served as the Company’s President and General Counsel from May 2021 to August 2025, as OldCo’s President from January 2021 to May 2021, and as OldCo’s General Counsel from February 2015 to May 2021. Ms. Tomkiel also served as OldCo’s President, Fixed Wing from 2015 to 2020. From 2010 to 2015, Ms. Tomkiel served as President of LIMA NY Corp., a commuter air carrier operating amphibious seaplanes and rotorcraft. From 2006 to 2010, Ms. Tomkiel was an attorney at Pryor Cashman LLP, a U.S. law firm. Ms. Tomkiel has a J.D. from St. John’s University School of Law and a B.A. from the University of Notre Dame. We believe that Ms. Tomkiel is qualified to serve as one of our directors based on her role as Co-Chief Executive Officer and General Counsel of the Company, her experience overseeing the Company’s medical logistics and aviation operations, her legal expertise, and her deep knowledge of the Company’s business, strategy and regulatory environment. |

  18. PROPOSAL 1: ELECT CLASS II DIRECTORS

    | | 3 |

  19. PROPOSAL 1: ELECT CLASS II DIRECTORS

    | | Robert S. Wiesenthal, 59, has served as the Company’s Non-Executive Chairman since August 2025. He served as the Company’s Chief Executive Officer from May 2021 to August 2025, and OldCo’s Chief Executive Officer from July 2015 to May 2021. Since the August 2025 sale of our passenger business, Mr. Wiesenthal has continued to serve as the Chief Executive Officer of Blade Urban Air Mobility, LLC. Mr. Wiesenthal has served as one of our directors since May 2021, and as a member of OldCo’s Board of Directors from June 2014 to May 2021. 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 online travel company, and previously served on the Board of Directors of Starz, a Nasdaq-listed global media and entertainment company. Mr. Wiesenthal has a B.A. from the University of Rochester. We believe that Mr. Wiesenthal is qualified to serve as Non-Executive Chairman of our Board due to his extensive knowledge as founder of our Company, his prior experience as Chief Executive Officer of the Company, his demonstrated track record in strategy, operations, and corporate governance, and his deep knowledge of finance, capital markets, and scaling highly regulated businesses. |

  20. PROPOSAL 1: ELECT CLASS II 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, 2027 (the “2028 Annual Meeting”):

  21. PROPOSAL 1: ELECT CLASS II DIRECTORS

    | | William L. Cook, III, 52, has served as one of our directors since December 2025. Mr. Cook has served as the President and Chief Executive Officer of Vail Health, a nonprofit community health care system, since January 2019. Prior to joining Vail Health, Mr. Cook served as UCHealth’s President and Chief Executive Officer of University of Colorado Hospital from 2015 to 2018. In that role, Mr. Cook led major facility development projects, including two hospitals in northern and southern Denver. Earlier in his career, Mr. Cook held senior leadership positions at University of Pittsburgh Medical Center (UPMC), including Vice President of Transplant and Ambulatory Care at UPMC Presbyterian Shadyside Hospital, and held a variety of roles at Johns Hopkins Health System in Baltimore. Mr. Cook received a Master of Health Administration (MHA) from Washington University School of Medicine and a B.A. in Business Administration from Texas A&M University. He also completed a two-year fellowship in Health Care Administration at Johns Hopkins Health System. We believe Mr. Cook is qualified to serve on our Board based on his extensive leadership experience in hospital and health system management, his deep knowledge of the organ transplant and broader healthcare ecosystem, and his track record of overseeing complex clinical and facility growth initiatives. |

  22. PROPOSAL 1: ELECT CLASS II DIRECTORS

    | | 4 |

  23. PROPOSAL 1: ELECT CLASS II 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 has an M.B.A. from the Wharton School at the University of Pennsylvania and a B.A. in Political Science and Public Policy from Duke University. 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. |

  24. PROPOSAL 1: ELECT CLASS II 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 an M.B.A. from Harvard Business School and a B.S. in Economics and Mathematics from Vanderbilt University. 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. |

  25. PROPOSAL 1: ELECT CLASS II DIRECTORS

    There are no family relationships among any of our directors or executive officers.

  26. Board Skills and Experience Matrix

    Board Skills and Experience Matrix The Board is committed to maintaining a balanced mix of skills, experiences and diverse perspectives that support the Company’s long-term strategy, risk profile and effective oversight. Because the Company operates in a complex and evolving environment, the Board regularly evaluates its composition to ensure it has the right capabilities to oversee our strategic priorities, key risks and long-term value creation.

  27. Board Skills and Experience Matrix

    | | 5 |

  28. Board Skills and Experience Matrix

    The matrix below summarizes certain core skills and areas of experience that the Board has identified as most relevant to the Company’s business. A mark in the matrix indicates that the Board has determined that a director possesses meaningful knowledge or expertise in that area. The matrix is intended as a summary and does not capture all of the qualifications or contributions of any director, and the absence of a mark for a particular skill does not mean that a director lacks that attribute.

  29. Board Skills and Experience Matrix

    | Areas of Expertise | Cook | Heyburn | Lauck | Love | Philip | Tomkiel | Wiesenthal | | Executive/C-Suite Experience | ✔ | ✔ | ✔ | | ✔ | ✔ | ✔ | | Board Leadership and Governance | ✔ | | ✔ | ✔ | ✔ | | ✔ | | Financial Literacy | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | | Government and Public Policy Experience | ✔ | | | ✔ | ✔ | | | | Hospital and Health Systems, Organ Transplant Systems | ✔ | ✔ | | | | ✔ | | | Legal, Compliance and Regulatory Experience | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | | Marketing, Sales, & Business Development Experience | | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | | Risk Management Experience | ✔ | ✔ | ✔ | | ✔ | ✔ | ✔ |

  30. Required Vote

    Required Vote Our bylaws provide for a plurality voting standard for the election of directors. Under this voting standard, once a quorum has been established, the nominees who receive the largest number of votes are elected as directors up to the maximum number of directors to be elected at the meeting. This means that the two nominees receiving the highest number of votes at the 2026 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.

  31. Required Vote

    | | 6 |

  32. CORPORATE GOVERNANCE

    CORPORATE GOVERNANCE

  33. Board of Directors

    Board of Directors

  34. Board Committees

    | • | making recommendations to the Board regarding the compensation of directors; |

  35. 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 2027 proxy statement or bring business before our 2027 Annual Meeting, you must send notice to Strata Critical Medical, Inc., Attn: General Counsel, 666 Third Avenue, 25th Floor, New York, New York 10017, by registered, certified, or express mail and provide the required information and follow the other procedural requirements described below.

  36. Objectives of Our Compensation Programs

    | • | Incentivize growth by rewarding achievement of specified short-term and long-term performance goals (pay for performance): The Committee has designed our executive compensation program to include both cash and equity incentives tied to performance goals to motivate our executive officers to achieve key business objectives by tying the value of the compensation they receive to our performance relative to these business objectives. |

  37. Objectives of Our Compensation Programs

    | • | Align our executive officers’ interests with those of our stockholders through equity incentives: The Committee uses equity for long-term incentive opportunities to motivate executive officers to (i) deliver sustained long-term value to stockholders and (ii) achieve multi-year objectives. |

  38. Objectives of Our Compensation Programs

    | • | Attract, retain and motivate superior executive talent with market-competitive compensation: The Company seeks superior executive officers who have the experience, capabilities and backgrounds to manage our business and support the execution of the Company’s strategic pivot to a pure-play medical platform. To support this objective, the Committee reviews the amounts and structures of compensation paid to executive officers of the companies in our compensation peer group and considers industry survey data when recruiting and retaining our executive officers and determining competitive pay levels. |

  39. Compensation Program Governance

    | What We Do | | | | | Pay for Performance | We structure a substantial portion of pay to be “at risk” and based on Company performance. | | | Cap Bonuses; Fixed Equity Grants | Our short-term incentive has an upper limit on the amount of cash that may be earned. The number of restricted stock units and performance stock units that might be earned after the vesting period is fixed at the grant. | | | Independent Compensation Consultant | To support informed executive compensation decision-making, the Compensation Committee has engaged an independent compensation consultant to provide information and advice for use in designing our executive compensation program. | | | Stock Ownership and Retention Guidelines | We have adopted robust stock ownership and retention guidelines for our executive officers and our directors. | | | Regularly Review our Peer Group | We develop a peer group of companies based on industry, revenue, and market capitalization to reference for compensation decisions. | | | Annual Say-on-Pay Vote | We give stockholders an annual advisory vote on executive compensation. | | | Clawback Policy | We maintain a clawback policy designed to recoup incentive compensation paid to executive officers based on erroneously prepared financial statements. |

  40. Compensation Program Governance

    | What We Do Not Do | | | | | No Single Trigger Change in Control Benefits | Change in control arrangements with each NEO provide certain cash benefits only if there is both a change in control and an involuntary employment termination (a “double trigger”) and not solely upon a change in control. | | | No Guaranteed Annual Bonuses | The annual short-term incentive is earned based on achievement of rigorous performance goals. | | | No Excise Tax Gross-Ups | We do not provide excise or other tax gross-ups on change-in-control payments. | | | No Hedging or Pledging of Company Stock | We prohibit hedging, pledging, and short sales of shares of our common stock by our executive officers and directors. |

  41. Compensation Consultant Role

    Compensation Consultant Role The Committee recognizes that there is value in procuring independent, objective expertise, and counsel in connection with fulfilling its duties. The 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 Committee has sole authority to retain a compensation consultant to assist it in the evaluation of director and executive officer compensation. The Committee retained Aon’s Talent Solutions Practice, a division of Aon plc (“Aon”), as its compensation consultant for 2025. Aon reported directly to the Committee, attended meetings, and provided advice to the Committee. Aon prepared analyses for the 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 Committee and with management to solicit input on job scope, performance, retention, and other relevant factors. Aon then prepared reports for the Committee with respect to market compensation levels for comparable executive officer positions. Aon worked independently with the Committee Chairperson to develop recommendations for the compensation of our former Chief Executive Officer and other members of our senior management team at the start of 2025. Subsequently, Aon worked with the Committee on recommendations for the compensation of the Co-CEOs upon their appointments in August 2025. Aon also advised the Committee on compensation-related developments and best practices. While the Committee took into consideration the review and recommendations of Aon, as well as the practices of the companies in our compensation peer group, when making decisions about our executive compensation program, ultimately, the Committee made its own independent decisions in determining our executives’ compensation. The Committee has assessed the independence of Aon pursuant to SEC and Nasdaq rules. In doing so, the Committee considered each of the factors set forth by the SEC and Nasdaq with respect to a compensation consultant’s independence. The Committee also considered the nature and amount of

  42. Compensation Consultant Role

    | | 25 |

  43. Compensation Consultant Role

    work performed for the 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 Committee concluded that there are no conflicts of interest, and that Aon is independent.

  44. Peer Group

    Peer Group Relevant market and benchmark data provide a solid reference point for making decisions and helpful context, even though, relative to other companies, there are differences and unique aspects of the Company. The Committee uses a peer group to provide a broad perspective on competitive pay levels and practices. May 2024 Peer Group In May 2024, the Committee, with the assistance of Aon, adopted an updated peer group consisting of similar companies with respect to sector, market capitalization, and revenue for use in connection with decisions about executive compensation at the start of 2025. The peer group was ultimately chosen based on the following characteristics:

  45. Peer Group

    | • | Sector – aerospace and defense, passenger airlines, and adjacent industries related to health care and electric vertical aircraft; |

  46. Peer Group

    | • | Market Capitalization – companies with market value ranging from $100 million to $800 million; |

  47. Peer Group

    | • | Revenue – companies with revenues of up to $690 million; and |

  48. Peer Group

    | • | Years Public – preference to companies that became a public company within the last five years. |

  49. Peer Group

    Based on the above-described criteria, Aon compiled, and the Committee approved, a peer group of companies. This peer group was used to make compensation assessments, including at the start of 2025 with respect to establishing salaries, annual cash incentive opportunities under the STIP, and long-term equity incentive opportunities. The following 14 companies were included in this peer group:

  50. Peer Group

    | Air T, Inc. | flyExclusive, Inc. | | Archer Aviation Inc. | Joby Aviation, Inc. | | Brightcove Inc. | Republic Airways Holdings Inc. (f/k/a Mesa Air Group, Inc.) | | Ceva, Inc. | Sun Country Airlines Holdings, Inc. | | ChargePoint Holdings, Inc. | Veritone, Inc. | | DocGo Inc. | Virgin Galactic Holdings, Inc. | | EVgo Inc. | Wheels Up Experience Inc. |

  51. Peer Group

    Fisker Inc., Hylilion Holdings Corp., and PLBY Group., Inc. were removed as they no longer fit the selection criteria, while EVgo, Inc. and flyExclusive, Inc. were added as companies with characteristics that were more similar to the Company. The Company was at the 53rd percentile of revenue and the 38th percentile of market capitalization of the companies in the peer group. May 2025 Peer Group The Committee reviews the compensation peer group annually to ensure that the companies in the group are appropriate comparator companies. In May 2025, the Committee reviewed and updated the selection criteria, which characteristics for Sector and Years Public were the same as those listed above, and with updated Market Capitalization and Revenue criteria as follows:

  52. Peer Group

    | • | Market Capitalization – companies with market value ranging from $80 million to $750 million; and |

  53. Peer Group

    | • | Revenue – companies with revenues of up to $750 million. |

  54. Peer Group

    | | 26 |

  55. Peer Group

    Based on the above-described market data, Aon compiled, and the Committee approved, a revised peer group of companies, and this group was used to make the relevant compensation assessments following its adoption, including in connection with the executive compensation changes following the sale of the Passenger Segment. The following 12 companies were included in the updated compensation peer group:

  56. Peer Group

    | Air T, Inc. | Joby Aviation, Inc. | | Archer Aviation Inc. | Republic Airways Holdings, Inc. | | ChargePoint Holdings, Inc. | Radiant Logistics, Inc. | | DocGo Inc. | Sun Country Airlines Holdings, Inc. | | EVgo Inc. | Virgin Galactic Holdings, Inc. | | flyExclusive, Inc. | Wheels Up Experience Inc. |

  57. Peer Group

    Brightcove, Inc. was removed as it had gone private and company data was no longer publicly available. Ceva, Inc. and Veratone, Inc. were removed as they no longer fit the selection criteria, while Radiant Logistics, Inc. was added as a company with characteristics more similar to the Company. The Company was at the 34th percentile of market capitalization and the 27th percentile of revenue of the companies in the adopted peer group as of the time that peer group analysis was conducted in May 2025. Ultimately, the Committee selected companies for the peer group that it believed to be the best fit in terms of sector focus (which, in May 2025, included both the Passenger Segment and the medical segment) while taking into consideration the Company’s positioning among the group. In addition to the peer group criteria above, the Committee also referenced general and specific industry surveys from other sources. Consistent with best practices for corporate governance, the Committee will review our peer group annually.

  58. Robust Engagement

    | What We Heard | What We Did in Response | | The 2024 equity grant to the then-CEO had a high value. | The Committee has changed its equity granting process to ensure that the target equity value and corresponding accounting value at the grant date are in closer alignment. As background, for the 2024 equity grant, the Committee approved a target value and corresponding number of PSUs in November 2023 based on the stock price at that time. However, the stock price had changed materially by the time the grant was made in April 2024, causing an increase in value of the 2024 equity grant for accounting purposes. For the 2025 and subsequent equity grants, the Committee revised its process and timing for making equity grants to avoid the timing valuation issue that arose for the 2024 equity grant. | | The classified board structure is not favored and should be changed over time. | The Board is committed to reviewing its policy on classified Board on an ongoing basis and considering the stockholder perspective. The Board believes that maintaining the classified structure for now best serves the Company and its stockholders. We value the insight and familiarity with our operations that a director is able to develop over his or her service on the Board. This structure helps ensure a balanced mix of experienced and new directors, providing both stability and continuity. Additionally, having directors serve three-year terms allows for a focus |

  59. Robust Engagement

    | What We Heard | What We Did in Response | | | on long-term strategic planning. This promotes deeper engagement and a greater sense of commitment, ultimately supporting the Company’s ability to navigate challenges and drive sustainable growth. We continually review our Board structure, considering market trends and stockholder feedback, and believe that our current approach remains suitable at this time. At the same time, it is the policy of the Board that directors should not expect to be renominated automatically. | | The long-term incentive can be achieved over any rolling four quarter period and is not sufficiently long term or necessarily sustained, and there are no further vesting conditions. | The Committee originally adopted this structure to recognize that key strategic initiatives could likely yield results towards the end of a three-year performance period, rather than on a straight-line basis over time and may require investments that would not generate an immediate short-term positive return. In addition, this structure was intended to incentivize executives throughout the full three-year period by allowing a payout opportunity even if performance early in the cycle was weak, thereby providing retention value, while still rewarding outperformance that occurred earlier in the performance period. After considering stockholder input and reviewing peer practices, the Committee changed the design of the performance-based long-term incentives granted in 2026 to use a three-year financial measure (Adjusted EBITDA), combined with a relative total stockholder return modifier, to focus more explicitly on sustained three-year performance and better align pay outcomes with long-term stockholder returns. | | The structure of having Co-CEOs is atypical. | The Board determined that the Co-CEO structure that was adopted in August 2025 was appropriate given the need for combined financial, operational, and legal leadership following the Company’s strategic pivot to a pure-play medical logistics and services business. The Board further determined that the Co-CEO structure would provide continuity for investors, employees, and clients. |

  60. Incorporating Feedback and Resulting Enhancements

    Incorporating Feedback and Resulting Enhancements As described above, in response to stockholder feedback, the Committee has taken certain actions in response to stockholders’ expressions of their views through engagement and voting. In particular, several stockholders and proxy advisory firms expressed a preference for performance-based long-term incentives that are tied to sustained results over the full performance period, and encouraged the Committee to further strengthen the relationship between realized pay and long-term stockholder returns and to more closely align our program with prevalent market and peer practices. In light of this feedback, the Committee approved changes to the design of our performance-based long-term incentive awards beginning with the 2026 grant. The 2026 awards use a three-year Adjusted EBITDA performance goal, measured over the entire three-year period, together with a relative total stockholder return modifier that can increase or decrease payouts by 20% based on our TSR performance relative to the Russell 3000 index. The Committee believes these changes enhance the rigor and transparency of our program, promote sustained value creation, and better align executive compensation outcomes with the interests and experience of our stockholders.

  61. New Co-CEO Compensation

    New Co-CEO Compensation In connection with the CEO transition, the Committee approved new compensation arrangements for the Co-CEOs, including a new base salary and a grant of long-term equity awards designed to immediately align leadership incentives with stockholder interests and the Company’s strategic priorities. In determining the appropriate compensation levels, the Committee also considered market data and the need to retain experienced leadership with complementary skill sets to drive the Company’s long-term growth and value-creation objectives. Given the importance of each of the Co-CEO roles, the Committee recommended, and the Board approved, an arrangement that provides identical compensation for the Co-CEOs. Upon their appointment as Co-CEOs, the Committee granted each Co-CEO equity-based long-term incentive opportunities that were entirely performance-based, in the form of performance stock units (“PSUs”). The Committee awarded each Co-CEO PSUs with a target grant-date value of $2 million, which PSUs may vest based on the Company’s achievement of financial performance metrics tied to profitability, cash flow, and stockholder value, as measured over a three-year performance period. In addition, the Co-CEOs were each awarded PSUs with a target grant-date value of $500,000 that may vest based on the attainment of financial targets by the sold-off Passenger Segment during the 12 months following sale of that business, the achievement of which goals would result in significant benefit to the Company in the form of earn out payments to motivate the Co-CEOs to assist in the attainment of such goals. Given the Company’s transition in its strategic focus to mission-critical medical logistics, including organ transplantation and time-critical therapies, the Committee also increased the threshold, target, and

  62. New Co-CEO Compensation

    maximum performance necessary for all continuing executive officers to receive an award under the Company’s 2025 cash-based, short-term incentive plan, reflecting the expectations for higher performance in the new, more narrowly focused business. Similarly, the Committee revised the 2024 PSU metrics applicable to the Co-CEOs’ outstanding awards to reallocate performance that was tied to a milestone related to transition to electric vertical aircraft in the now-disposed Passenger Segment to the remaining unachieved financial performance measures applicable to the now-pure-play business, measured by the Company’s future Adjusted EBITDA and Free Cash Flow performance. In addition, the Committee significantly increased the required performance for vesting in the unachieved Adjusted EBITDA performance targets for the 2024 PSUs. Finally, to ensure that each of the Co-CEOs remain focused on the Company’s business, the Co-CEO letter agreements also provide for the opportunity to continue to vest into unearned PSUs on a prorated basis following a termination without cause or for good reason, subject to execution of a release of claims.

  63. Transition for Former CEO to Non-Executive Chairman

    | • | A prorated annual incentive for 2025, the year of the transaction, commensurate with his term of service as CEO. |

  64. Transition for Former CEO to Non-Executive Chairman

    | • | A transaction bonus payment tied to the successful closing of the sale of the Passenger Segment, with 20% of such bonus payable at the closing of the sale and 80% of such bonus payable in monthly installments over the 36 months following the closing of the sale generally subject to his continued employment with Joby Aviation or its affiliates. |

  65. Transition for Former CEO to Non-Executive Chairman

    In addition, under the Transition Agreement, the Committee recommended, and the Board approved, the following treatment of Mr. Wiesenthal’s outstanding restricted stock units (“RSUs”) and PSUs:

  66. Transition for Former CEO to Non-Executive Chairman

    | • | Given the fundamental change in the nature of Strata’s business, a portion of the PSUs that had goals related to the business prior to the transactions were converted into performance-based “Earnout PSUs” that vest depending on the Passenger Segment’s achievement of Adjusted EBITDA goals during a one-year period following the sale of the Passenger Segment to Joby Aviation, with a Strata stock-price modifier that would apply 18 months after closing only if 100% of the target performance for such PSUs is not achieved, and generally subject to Mr. Wiesenthal’s continued employment with Joby Aviation or its affiliates for such period; and |

  67. Annual Bonus Pursuant to the Short-Term Incentive Plan

    Annual Bonus Pursuant to the Short-Term Incentive Plan The STIP is a cash plan that rewards NEOs for the achievement of key short-term objectives. In particular, the STIP offers incentives to the NEOs to achieve certain specified objectives that the Committee views as key steps in the execution of our overall business strategy, with the ultimate intent of increasing stockholder value. In March 2025, the Committee established the 2025 STIP for eligible employees. It was designed to pay out if certain performance-based objectives are achieved by the Company. The Committee believes that the 2025 STIP was an important part of maintaining the overall competitiveness of the Company’s executive compensation program. As further described below, following the Company’s sale of the Passenger Segment and the subsequent Keystone acquisition, the Committee significantly increased the performance necessary for an NEO to receive a threshold, target, or maximum payout under the 2025 STIP. For the Co-CEOs, as well as Mr. Wiesenthal and Mr. Cohen, the amount of the payout, if any, under the STIP is determined as follows:

  68. Annual Bonus Pursuant to the Short-Term Incentive Plan

    | Base Salaryx | Target Bonus Percentagex | (Adjusted EBITDA Performance Earnout Percentage | + | European Adjusted EBITDA Performance Earnout Percentage) | = | Total Payout |

  69. Annual Bonus Pursuant to the Short-Term Incentive Plan

    Target Opportunities In the Committee’s view, the most senior executive officers have the greatest responsibility for the performance of the Company as a whole, and, consequently, the 2025 STIP for such executive officers utilizes only pre-established objective Company performance measures. The Committee determines the target annual incentive opportunity available to each NEO by taking the NEO’s annual base salary and multiplying it by the NEO’s target incentive percentage. Among other factors, the target incentive percentages are determined with reference to the peer group target incentive percentages and the proportion of total direct compensation represented by the annual incentive, and internal parity. The Committee did not make any changes to the target bonus percentages under the STIP for Ms. Tomkiel or Mr. Heyburn upon their appointment as Co-CEOs in August 2025. However, the final 2025 STIP award for Ms. Tomkiel and Mr. Heyburn was a blended combination based on the target bonus percentage, effective date of base salary changes, and the time worked under each base salary during the performance period.

  70. Annual Bonus Pursuant to the Short-Term Incentive Plan

    | | 33 |

  71. Annual Bonus Pursuant to the Short-Term Incentive Plan

    For 2025, the Committee established the following annual cash incentive targets:

  72. Annual Bonus Pursuant to the Short-Term Incentive Plan

    | Name | Target Bonus Percentage (as a % of Base Salary) | | William A. Heyburn | 80% | | Melissa M. Tomkiel | 80% | | Amir M. Cohen | 45% | | Scott M. Wunsch | 50% | | Robert S. Wiesenthal | 105% |

  73. Annual Bonus Pursuant to the Short-Term Incentive Plan

    Performance Metrics and Payout Levels for NEOs Other Than for Mr. Wunsch For the NEOs other than Mr. Wunsch, the amount earned under the STIP is based on our achievement relative to performance metrics consisting of the following:

  74. Annual Bonus Pursuant to the Short-Term Incentive Plan

    | (i) Adjusted EBITDA (70%) and |

  75. Annual Bonus Pursuant to the Short-Term Incentive Plan

    | (ii) Adjusted EBITDA achieved by the Company’s European business unit (“European Adjusted EBITDA”) (30%). |

  76. Annual Bonus Pursuant to the Short-Term Incentive Plan

    The Committee selected the Company’s Adjusted EBITDA as the primary corporate objective, as it is aligned with our critical strategic priority of improving profitability and controlling expenses. The Company originally added European Adjusted EBITDA as a secondary, lower weighted metric for 2025 given the importance of the Company’s continuing expansion of its Passenger Segment into the southern European passenger market, including routes in France, Monaco, Italy, and Switzerland. Company Adjusted EBITDA is a non-GAAP financial measure which, for purposes of the 2025 STIP, is 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. Adjusted EBITDA for purposes of the STIP as it relates to the Company includes the Passenger Segment in respect of the portion of the year prior to its divestiture. See Appendix A for a reconciliation of non-GAAP information. European Adjusted EBITDA is defined as 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 for the Company’s European operations. See Appendix A for a reconciliation of non-GAAP information. Following the sale of the Passenger Segment, a decision which the Board made in the best interest of stockholders and which was outside of management’s control, the Committee recognized the need to update the performance targets for the STIP for those targets to be meaningful in the context of the go-forward business, and therefore made certain changes to those targets reflecting the changes in the business. The Committee set the new targets for Adjusted EBITDA at levels that it considered rigorous and challenging. Specifically, the Committee increased the performance necessary to achieve the Adjusted EBITDA target based on the Company’s updated budget following the sale of the Passenger Segment, but excluded the Keystone acquisition from full-year performance because it allowed management to focus on Company performance for the year without trying to forecast the short-term financial impact of the Keystone acquisition on our business. The Committee did not make any adjustments to the European Adjusted EBITDA targets. The Committee established that if Adjusted EBITDA or Europe Adjusted EBITDA performance post-STIP payout (calculated on a circular basis) resulted in performance between target and maximum, the payout would be calculated using straight-line interpolation between target and actual performance. However, if post-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 2025 STIP were capped at a maximum of 150% of each applicable NEO’s target bonus opportunity.

  77. Annual Bonus Pursuant to the Short-Term Incentive Plan

    | | 34 |

  78. Annual Bonus Pursuant to the Short-Term Incentive Plan

    | Performance Metric | Weighting | Threshold ($ in millions) | Target ($ in millions) | Maximum ($ in millions) | Actual Results ($ in millions) | Achievement % | | Adjusted EBITDA(1) | 70% | 11.3 | 12.6 | 17.6 | 14.9 | 86% | | Percentage of Target | | 90% | 100% | 140% | | 118% | | Payout Percentage | | 50% | 100% | 150% | | 123% | | European Adjusted EBITDA | 30% | 0 | 0.3 | 1 | 1.2 | 45% | | Payout Percentage | | 50% | 100% | 150% | | 150% | | Total Weighted Achievement % | | | | | | 131% |

  79. Annual Bonus Pursuant to the Short-Term Incentive Plan

    | (1) The Committee initially established an Adjusted EBITDA performance condition in March 2025 at a threshold of $9.2 million, a target of $10.2 million, and a maximum at $14.3 million. As described above, with the sale of the Passenger Segment, the Committee determined that it would be appropriate to increase the Company Adjusted EBITDA levels for the entire year. Therefore, in October 2025, the Committee increased the required Adjusted EBITDA to achieve the payout at the threshold, target, and maximum levels by 22.9%, to the amounts shown in the table above. |

  80. Annual Bonus Pursuant to the Short-Term Incentive Plan

    Performance Metrics and Payout Levels for Mr. Wunsch For Mr. Wunsch, the CEO of the Company’s Logistics unit, the Committee established Medical Adjusted EBITDA as the 100% performance metric, as it captured the performance of the medical/organ transport and critical logistics segment under Mr. Wunsch’s direction. Medical Adjusted EBITDA is measured by the Adjusted EBITDA achieved by the Company’s medical segment during fiscal 2025. Medical Adjusted EBITDA is a non-GAAP financial measure which, for purposes of the 2025 STIP, is 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. See Appendix A for a reconciliation of non-GAAP information. The Committee adopted Medical Adjusted EBITDA as a performance measure because it reflects the operating profitability of the Company’s medical segment by excluding non-cash expenses and items not indicative of ongoing performance. Given the Company’s strategic focus on the medical transport and critical logistics business, the Committee believed Medical Adjusted EBITDA to be an important indicator of the effectiveness of our business strategy and a meaningful measure of value creation for stockholders. The Committee set the target for Medical Adjusted EBITDA at a level that it considered rigorous and challenging. The Committee established that if Medical Adjusted EBITDA performance post-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 post-STIP 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 2025 STIP were capped at a maximum of 150% of Mr. Wunsch’s target bonus opportunity.

  81. Annual Bonus Pursuant to the Short-Term Incentive Plan

    | Performance Metric | Threshold ($ in millions) | Target ($ in millions) | Maximum ($ in millions) | Actual Results ($ in millions) | Achievement % | | Medical Adjusted EBITDA | 21.2 | 23.6 | 28.3 | 24.1 | 105% | | Percentage of Target | 90% | 100% | 120% | | 102% | | Payout Percentage | 50% | 100% | 150% | | 105% |

  82. Annual Bonus Pursuant to the Short-Term Incentive Plan

    The Committee re-evaluated the performance metrics for Mr. Wunch’s STIP following the Keystone acquisition in September 2025 and determined that it would be appropriate to exclude Keystone when measuring performance. The Committee made this decision as the performance measures that it had adopted in March 2025 did not anticipate the September 2025 Keystone acquisition, and were driven by the budget and growth expectations for the Company’s medical segment.

  83. Annual Bonus Pursuant to the Short-Term Incentive Plan

    | | 35 |

  84. Annual Bonus Pursuant to the Short-Term Incentive Plan

    The Committee applied the 105% performance earnout in the following formula to determine the STIP payout earned by Mr. Wunsch.

  85. Annual Bonus Pursuant to the Short-Term Incentive Plan

    | Mr. Wunsch Base Salaryx | Target Bonus Percentagex | Medical Adjusted EBITDA Performance Earnout Percentage | = | Total Payout |

  86. Annual Bonus Pursuant to the Short-Term Incentive Plan

    Fiscal Year 2025 STIP Payouts After considering the above-described performance, the Committee approved payouts under the STIP for 2025 as reflected in the following table.

  87. Annual Bonus Pursuant to the Short-Term Incentive Plan

    | Name | Target Opportunity as a Percentage of Base Salary (%) | Target Opportunity ($) | Weighted Achievement % | Total Approved Payout ($) | | William A. Heyburn(1) | 80% | 413,600 | 131 | 541,000 | | Melissa M. Tomkiel(1) | 80% | 426,700 | 131 | 559,000 | | Amir M. Cohen | 45% | 168,750 | 131 | 221,000 | | Scott M. Wunsch | 50% | 175,000 | 105 | 184,000 | | Robert S. Wiesenthal(2) | 105% | 525,000 | 131 | 688,000 |

  88. Annual Bonus Pursuant to the Short-Term Incentive Plan

    | (1) Under the STIP, payouts are prorated based on base salary changes during the year, and thus the target opportunity shown for Mr. Heyburn and Ms. Tomkiel is based on their actual based salary earned during 2025. |

  89. Annual Bonus Pursuant to the Short-Term Incentive Plan

    | (2) Under his Transition Agreement, Mr. Wiesenthal was eligible for a prorated STIP payout reflecting his salary for his time as CEO from January 1, 2025 to August 28, 2025, before his transition to Non-Executive Chairman. |

  90. Commission Payment Structure for Mr. Wunsch

    Commission Payment Structure for Mr. Wunsch The Committee approved an arrangement under Mr. Wunsch’s employment agreement that provides Mr. Wunsch with a commission payment each quarter equal to a specified percentage of “Flight Profit” from certain new accounts. The “Flight Profit” is Trinity Air Medical’s net revenue minus defined flight and operating costs. Each of Mr. Wunsch’s quarterly commissions is paid 50% in cash and 50% in RSUs. The Committee determined that a commission component is appropriate for Mr. Wunsch as it aligns his pay outcome with expanding new customer relationships. The Committee believes that this structure is appropriate for Mr. Wunsch’s role as it aligns his compensation with direct accountability for expanding our business. Under this program, for 2025 performance, based on achievement of the applicable Flight Profit metrics, Mr. Wunsch earned commission-based cash compensation payments for 2025 of $260,679, and was awarded 51,050 RSUs. The cash and RSU portions are only paid and vest if Mr. Wunsch is still employed on the relevant payment and vesting dates. Under Mr. Wunsch’s employment agreement, the RSU portion vests on the second regular quarterly vesting date after the quarter in which it was granted.

  91. Equity Awards

    Equity Awards The third and largest component of our executive compensation program is long-term equity incentives. The Committee has designed the long-term incentive opportunity for the NEOs to motivate and reward them to achieve multi-year strategic goals and deliver sustained long-term value to stockholders, while at the same time monitoring the overall dilutive effect of equity granted.

  92. Equity Awards

    | | 36 |

  93. Equity Awards

    The long-term incentives create a strong link between payouts and performance and a strong alignment between the interests of executive officers and the interests of our stockholders. Long-term equity incentives also promote retention, because executive officers will only receive value if they remain employed by us over the required term, and they foster an ownership culture among our executive officers by making executive officers become stockholders with a personal stake in the value they are incentivized to create. Annual Grant of Equity Awards in March 2025 In March 2025, the Committee awarded PSUs to our NEOs, which conditioned vesting on the achievement of rigorous performance goals and continued service. Consistent with our pay-for-performance philosophy, the Committee determined that PSUs would be the sole long-term incentive vehicle for NEOs serving at that time, other than for Mr. Wunsch, who received an equal grant of PSUs and RSUs. At that time, the Committee utilized performance metrics in the PSUs based on overall Company financial results, reflected in both the Passenger Segment and the medical segment, given that the NEOs’ corporate roles significantly influenced both segments. However, the Committee selected different performance metrics for the 2025 PSUs awarded to Mr. Wunsch, who led the medical segment, with the performance goals tied exclusively to the medical segment. The Committee also granted an RSU award to Mr. Wunsch, with his long-term incentive split equity between performance-based PSUs and time-based RSUs. The Committee determined that the equity package for Mr. Wunsch, consisting of both RSUs and PSUs, was appropriate given his role as CEO of the Logistics division and to ensure competitive, retention-focused compensation for that position. Equity Vehicles for NEOs Other Than for Mr. Wunsch In March 2025, the Committee established the annual equity vehicle for Mr. Heyburn, Ms. Tomkiel, Mr. Cohen, and Mr. Wiesenthal would be 100% performance-based awards, as shown in the following table:

  94. Equity Awards

    | Type of Long-Term Incentive Vehicle | Vesting Schedule | Performance Metrics (Weighting) | Rationale for Use | | Performance Share Units (PSUs) | 2025-2027 Performance Period; Achievement Based on Trailing Four Quarters | Adjusted EBITDA (67%) | To focus the executive officers on what the Committee believes is the most critical strategic priority of profitability | | | | Free Cash Flow (33%) | To emphasize the importance of generating cash to fund operations |

  95. Equity Awards

    The Committee selected Adjusted EBITDA as a performance metric for the 2025 PSUs, having selected a similar metric for the STIP albeit with a different time parameter, because it believes that it is a critical metric for valuation and performance measurement, substantially more important than other metrics, and the primacy of this metric in the incentive programs is designed to have the effect of focusing the Company’s senior leaders on achievement relative to this very important metric. While the 2025 PSUs are based on the same primary performance metric of Adjusted EBITDA as used in the STIP, the Committee established substantially more demanding target levels for Adjusted EBITDA for the 2025 PSU awards to reinforce longer-term performance and further align executives’ interests with those of stockholders. For purposes of the annual PSUs, Adjusted EBITDA is defined in the same manner as for the STIP.

  96. Equity Awards

    | | 37 |

  97. Equity Awards

    The Committee set the targets for Adjusted EBITDA and Free Cash Flow at levels it considered rigorous and challenging. The threshold, target, and maximum vesting for the PSUs are set forth below and reflect an emphasis on strongly incentivizing achievement at or above target.

  98. Adjusted EBITDA PSUs(1)

    Adjusted EBITDA PSUs(1)

  99. Adjusted EBITDA PSUs(1)

    | Performance Level | Adjusted EBITDA Performance Relative to Goal (% of target) | Vesting / Payout (% of target) | | Threshold | 80% | 50% | | Target | 100% | 100% | | Maximum | 130% | 150% |

  100. Adjusted EBITDA PSUs(1)

    | (1) Adjusted EBITDA for purposes of the annual PSUs is defined in the same manner as for the STIP. |

  101. Free Cash Flow PSUs(1)

    Free Cash Flow PSUs(1)

  102. Free Cash Flow PSUs(1)

    | Performance Level | Free Cash Flow Performance Relative to Goal (% of target) | Vesting / Payout (% of target) | | Target | 100% | 100% |

  103. Free Cash Flow PSUs(1)

    | (1) Free Cash Flow for purposes of the annual 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. |

  104. Free Cash Flow PSUs(1)

    The Committee established that if Adjusted EBITDA achievement was between target and maximum, the payout percentage would be calculated using straight-line interpolation between target and actual performance. However, if performance fell between threshold and target, the payout percentage would only be at threshold, to underscore the importance of achieving target performance. Adjusted EBITDA and Free Cash Flow are measured on a trailing four-quarter basis, at the end of each quarter in the three-year performance period. The Committee established this approach to measuring performance to recognize that key strategic initiatives could likely yield results towards the end of a three-year performance period, rather than on a straight-line basis over time, and may require investments that would not generate an immediate short-term positive return. After the end of each fiscal quarter during the performance period, the Committee will determine if either performance measure was 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. Generally, each NEO who received PSUs will vest only if he or she is in service on the date that the Committee determines that the specified performance measure or measures were achieved. However, the Co-CEO letter agreements provide for the opportunity to continue to vest into unearned PSUs on a prorated basis following a termination without Cause or resignation for Good Reason, as further described below. Before the conclusion of the three-year performance period, we do not publicly disclose our specific performance measure targets and the corresponding minimums and maximums because of the potential for competitive harm from such disclosure. These measures are competitively sensitive and would reveal information about our view of our anticipated trajectory, which is not otherwise public. The Committee believes that it has set performance goals at rigorous and challenging levels that require significant effort and achievement by our executive officers to be attained, and that such goals have been established in light of our internal forecast as well as the macroeconomic and industry environments. After the end of the performance period, the targets and achievement relative to such targets will be disclosed. Following the sale of the Passenger Segment and the Keystone acquisition, the Committee reviewed the above-described Adjusted EBITDA and Free Cash Flow performance measures and determined that

  105. Free Cash Flow PSUs(1)

    | | 38 |

  106. Free Cash Flow PSUs(1)

    those measures remained appropriate and challenging incentives for the 2025 PSU awards. In particular, the Committee considered the potential for corporate acquisitions when it initially adopted the 2025 PSU performance measures. Therefore, the Committee did not make any adjustment to the performance measures for these 2025 PSUs for Mr. Heyburn, Ms. Tomkiel, or Mr. Cohen. Equity Vehicles and Mix for Mr. Wunsch In March 2025, the Committee established the equity vehicles and mix set forth in the following table for Mr. Wunsch:

  107. Free Cash Flow PSUs(1)

    | Type of Long-Term Incentive Vehicle | Proportion of Long-Term Incentive Grant | Vesting Schedule | Performance Metrics (Weighting) | Rationale for Use | | Performance Share Units (PSUs) | 50% | 2025-2027 Performance Period; Achievement Based on Trailing Four Quarters | Medical Business Unit Revenue (50%) | To focus Mr. Wunsch on what the Committee believes is the most critical strategic priority of profitability for the Medical business unit | | | | | Medical Adjusted EBITDA (50%) | To emphasize the importance of profitability for the Medical business unit | | Restricted Share Units (RSUs) | 50% | Cliff vest at end of three-year period | N/A | N/A |

  108. Free Cash Flow PSUs(1)

    As with the 2025 PSUs granted to the other NEOs, the performance measures for the PSUs granted to Mr. Wunsch are measured independently of each other. Mr. Wunsch will vest in such PSUs only if he is in service on the date that the Committee determines that the specified performance measures were achieved.

  109. Free Cash Flow PSUs(1)

    | Performance Level | Medical Adjusted EBITDA(1) Performance Relative to Goal (% of target) | Vesting / Payout (% of target) | Medical Revenue(2) Performance Relative to Goal (% of target) | Vesting / Payout (% of target) | | Threshold | 85% | 50% | 85% | 50% | | Target | 100% | 100% | 100% | 100% | | Maximum | 120% | 150% | 120% | 150% |

  110. Free Cash Flow PSUs(1)

    | (1) Medical Adjusted EBITDA is defined for Mr. Wunsch’s annual PSUs in the same manner as for the STIP and does not include the benefit of any acquisitions after the start of the Performance Period, except as otherwise determined by the Committee. |

  111. Free Cash Flow PSUs(1)

    | (2) Medical Revenue is the Company’s gross revenues as reported in the earnings release included in the Company’s Form 8-K reporting results for the applicable fiscal quarter. As with the Medical Adjusted EBITDA, Medical Revenue will not include the benefit of any acquisitions made after the start of the Performance Period, except as otherwise determined by the Committee. |

  112. Free Cash Flow PSUs(1)

    Following the sale of the Passenger Segment and the closing of the Keystone acquisition, the Committee determined that it would be appropriate to increase the threshold, target, and maximum for both performance measures applicable to Mr. Wunsch’s PSUs. As a pure-play medical logistics provider, the Committee expects the Company to grow Medical Revenue and improve Medical Adjusted EBITDA, including due to the Company’s contract-based revenue streams, improved utilization, and reduced corporate costs.

  113. Free Cash Flow PSUs(1)

    | | 39 |

  114. Free Cash Flow PSUs(1)

    The Committee established that if the Medical Adjusted EBITDA performance or Medical Revenue performance resulted in performance between target and maximum, the payout percentage would be calculated using straight-line interpolation between target and actual performance. However, if performance fell between threshold and target, the payout percentage would be at threshold, to underscore the importance of achieving target performance. Target Value of 2025 PSU Awards The Committee granted PSUs to the NEOs in March 2025 as follows:

  115. Free Cash Flow PSUs(1)

    | Name | Target Value ($)(1) | PSUs (#) | | William A. Heyburn | 1,780,500 | 542,910 | | Melissa M. Tomkiel | 2,056,700 | 627,129 | | Amir M. Cohen | 272,500 | 83,090 | | Scott M. Wunsch | 750,000 | 228,690 | | Robert S. Wiesenthal(2) | 2,292,500 | 699,029 |

  116. Free Cash Flow PSUs(1)

    | (1) The target value was converted into a number of PSUs by dividing the target value by the average closing stock price of the Company’s common stock during the 30 calendar days before the March 20, 2025 grant date. |

  117. Free Cash Flow PSUs(1)

    | (2) Mr. Wiesenthal’s 2025 PSUs were converted in August 2025 into other equity under his Transition Agreement with the sale of the Passenger Segment, as described below. |

  118. Free Cash Flow PSUs(1)

    2025 RSU Award to Mr. Wunsch As described above, the Committee split the target value of Mr. Wunsch’s 2025 long-term equity grant evenly between PSUs and RSUs. The Committee structured the mix of award types and the relative weight assigned to each type to motivate performance against long-term targets and stock price appreciation over the long term and to encourage ownership and retention while aligning Mr. Wunsch’s interests with those of our stockholders. The PSUs granted represent the opportunity to have shares vest based on the achievement of the designated performance metrics. The RSUs are complementary to the PSUs because they have upside potential but deliver some value even during periods of market or stock price underperformance, providing a retention incentive and reinforcing an ownership culture and commitment to the Company. The target value of Mr. Wunsch’s RSU award was $750,000, and resulted in an award of 228,690 RSUs. The RSUs cliff-vest at the end of a three-year period in March 2028, subject to Mr. Wunsch’s continued employment. 2024 PSUs: Partial Vesting In March 2024, the Committee took the first step toward growing the performance nature of long-term incentive equity grants by introducing grants of PSUs. At that time, the Committee awarded the 2024 PSUs to Mr. Heyburn, Ms. Tomkiel, Mr. Cohen, and Mr. Wiesenthal. For the 2024 PSUs, performance is measured based on increasing hurdles in Adjusted EBITDA throughout the four-year performance period, which ties executive compensation directly to a metric that is critical to investors’ views of the Company and the creation of long-term stockholder value. As described above for the 2025 PSUs, a portion of the 2024 PSUs, if any, will vest based on Adjusted EBITDA performance during any four-consecutive-quarter period within the four-year performance period. The Committee set the hurdles at rigorous and challenging levels. The vesting ranges from 0% to 100% of the target number of PSUs. The Committee believes that the rigorous targets, long-term performance measurement and vesting period, and meaningful stock ownership guidelines ensure that our PSU program aligns with long-term stockholder interests and market practice. As initially granted, the performance hurdles for the 2024 PSUs were based on the achievement of five Adjusted EBITDA levels (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

  119. Free Cash Flow PSUs(1)

    | | 40 |

  120. Free Cash Flow PSUs(1)

    the award), with achievement to be determined during any period of four consecutive quarters over a four-year performance period from January 1, 2024 to December 31, 2027. There was to be no vesting unless a specified minimum level of Adjusted EBITDA or Free Cash Flow was achieved, and maximum achievement is capped at 100%. As disclosed in our 2025 proxy statement, in March 2025, the Committee determined that the Company achieved the first of the five Adjusted EBITDA performance levels, having achieved Adjusted EBITDA of more than $1.2 million for the four quarters ended December 31, 2024, which was in excess of the required positive Adjusted EBITDA performance condition, resulting in 20% of the PSUs becoming vested. Subsequently, in July 2025, the Committee determined that the Company had achieved the second of the five Adjusted EBITDA performance conditions, having achieved Adjusted EBITDA of more than $5.7 million, in excess of $5 million for the four quarters ending June 30, 2025, resulting in an additional 12.5% of the PSUs becoming vested. The Committee had the authority to adjust the established performance measures for the 2024 PSUs for the impact of unusual and nonrecurring significant events, including for restructuring initiatives, in its discretion in a manner as reasonably determined by the Committee. The Committee could do so to preserve the original economic intent of the performance measures without diluting or enlarging the participants’ rights thereunder. One of the initial performance measures selected by the Committee for the 2024 PSUs was a commercial milestone tied to the expected eventual transition to electrical vertical aircraft (EVA). Following the sale of the Passenger Segment to Joby Aviation, the Committee in October 2025 determined that it would be appropriate to reallocate the PSUs associated with the EVA milestone equally to the remaining unachieved Adjusted EBITDA and Free Cash Flow performance measures. In October 2025, the Committee determined that the Company had achieved the third of the five Adjusted EBITDA performance conditions, having achieved Adjusted EBITDA of more than $10.9 million, in excess of $10 million, for the four quarters ending September 30, 2025, resulting in an additional 16.25% of the PSUs becoming vested. In October 2025, in light of the sale of the Passenger Segment and the Keystone acquisition, the Committee significantly increased the remaining Adjusted EBITDA performance targets for the 2024 PSUs. The remaining 2024 PSUs can be earned based on the achievement of the two remaining increased Adjusted EBITDA performance conditions (as to 32.5% of the award) and one remaining Free Cash Flow performance condition (as to 18.75% of the award). This remaining 51.25% of the 2024 PSUs has the potential to be earned over the period that ends December 31, 2027. As a result of having achieved the three above-described Adjusted EBITDA goals, as of the end of 2025, the executive officers had earned 48.75% of the potential 2024 PSUs as shown in the table below (Mr. Wunsch did not hold any 2024 PSUs).

  121. Free Cash Flow PSUs(1)

    | | 41 |

  122. Free Cash Flow PSUs(1)

    | Name | PSUs Earned 3/2025 For Meeting 1st Adjusted EBITDA Performance Condition (20% of 2024 PSUs) | PSUs Earned 7/2025 For Meeting 2nd Adjusted EBITDA Performance Condition (12.5% of 2024 PSUs) | PSUs Earned 10/2025 For Meeting 3rd Adjusted EBITDA Performance Condition (16.25% of 2024 PSUs) | Total 2024 PSUs Vested as of 12/31/2025 (#) | | William A. Heyburn | 222,857 | 139,286 | 181,072 | 543,215 | | Melissa M. Tomkiel | 257,143 | 160,714 | 208,929 | 626,786 | | Amir M. Cohen | 51,428 | 32,143 | 41,786 | 125,357 | | Robert S. Wiesenthal(1) | 394,286 | 246,429 | n/a | 640,715 |

  123. Free Cash Flow PSUs(1)

    | (1) Mr. Wiesenthal earned PSUs upon achievement of the first two PSU goals, reflected in the table above. However, his remaining PSUs were reallocated under his Transition Agreement that was effective with the sale of the Passenger Segment on August 29, 2025, and he thus was ineligible to earn any PSUs for meeting the third Adjusted EBITDA performance condition. |

  124. Co-CEOs Transaction Equity Awards

    Co-CEOs Transaction Equity Awards The Board granted each of the Co-CEOs 100% performance-based awards that were effective with their appointment as Co-CEOs on August 29, 2025. These awards, which are entirely performance-based and at risk, recognize their significantly increased responsibilities from their former positions, enhance retention, and further strongly align the Co-CEOs’ pay with performance. These awards are separate from the Company’s regular long-term incentive program. Co-CEO Special PSUs Each of the Co-CEOs was awarded PSUs with a target grant-date value of $2 million, which equated to 474,291 PSUs. These PSUs may vest based on the Company’s achievement of profitability, cash flow, and relative TSR, as measured over any trailing four-quarter period within the three-year period from October 1, 2025 to September 30, 2028. We refer to these PSUs as the “Co-CEO Special PSU grant”. The Committee structured the Co-CEO Special PSU grant entirely in the form of performance-based equity to emphasize pay for performance and to align the Co-CEOs’ interests with those of our stockholders. The Co-CEO Special PSU grant was also intended to promote retention of the newly appointed Co-CEOs through the critical integration period following the sale of the Passenger Segment.

  125. Co-CEOs Transaction Equity Awards

    | | 42 |

  126. Co-CEOs Transaction Equity Awards

    | Type of Long-Term Incentive Vehicle | Vesting Schedule | Performance Metrics (Weighting) | Rationale for Use | | Performance Share Units (PSUs) known as the Co-CEO Special PSU grant | 10/1/2025 - 9/30/2028 Performance Period; Achievement Based on Trailing Four Quarters | Adjusted EBITDA (50%) | To focus the Co-CEOs on what the Committee believes is the most critical strategic priority of profitability | | | | Free Cash Flow (50%) | To emphasize the importance of generating cash to fund operations | | | | 10/1/2025 - 9/30/2028 Relative Total Stockholder Return (±20% Modifier) | To further align payouts with stockholder returns relative to peers and ensure that payouts reflect stockholder experience |

  127. Co-CEOs Transaction Equity Awards

    While the Co-CEO Special PSU grant has the same performance measures as the annual PSU awards made in March 2025, the Committee established significantly higher targets for the Co-CEOs to earn any of these PSUs. The threshold, target, and maximum PSU vesting for the Co-CEO Special PSU grant are set forth below and reflect an emphasis on strongly incentivizing achievement above target while rewarding substantial efforts towards the target.

  128. Adjusted EBITDA(1) for Co-CEO Special PSU Grant

    Adjusted EBITDA(1) for Co-CEO Special PSU Grant

  129. Adjusted EBITDA(1) for Co-CEO Special PSU Grant

    | Performance Level | Adjusted EBITDA Performance Relative to Goal (% of target) | Vesting / Payout (% of target) | | Threshold | 87.5% | 50% | | Target | 100% | 100% | | Maximum | 137.5% | 200% |

  130. Adjusted EBITDA(1) for Co-CEO Special PSU Grant

    | (1) Adjusted EBITDA for purposes of the Co-CEO Special PSU Grant is 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 (provided that, for the avoidance of doubt, profit from acquired companies will count towards Adjusted EBITDA goal achievement). |

  131. Free Cash Flow(1) for Co-CEO Special PSU Grant

    Free Cash Flow(1) for Co-CEO Special PSU Grant

  132. Free Cash Flow(1) for Co-CEO Special PSU Grant

    | Performance Level | Free Cash Flow Performance Relative to Goal (% of target) | Vesting / Payout (% of target) | | Threshold | 75% | 50% | | Target | 100% | 100% | | Maximum | 150% | 200% |

  133. Free Cash Flow(1) for Co-CEO Special PSU Grant

    | (1) Free Cash Flow for purposes of the Co-CEO Special PSU Grant 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. |

  134. Free Cash Flow(1) for Co-CEO Special PSU Grant

    | | 43 |

  135. Free Cash Flow(1) for Co-CEO Special PSU Grant

    In establishing these rigorous performance levels, the Committee sought to establish a standard that would require meaningful outperformance during the performance period, under which the target payout would only be earned for strong execution, and the maximum payouts would be achievable only for exceptional achievement. The Committee adopted the same payout curve methodology for the Co-CEO Special PSU grant as it applied for the annual PSUs awarded in March 2025.The Committee established that if Adjusted EBITDA or Free Cash Flow achievement was between target and maximum, the applicable payout percentage would be calculated using straight-line interpolation between target and actual performance. However, if performance fell between threshold and target, the applicable payout percentage would be at threshold, which underscored the importance of achieving target performance. Unlike the annual PSU grant, under the Co-CEO Special PSU grant, the number of Adjusted EBITDA and Free Cash Flow PSUs earned, if any, are each subject to a relative TSR modifier. Strong performance, as measured by the other two metrics, is fully rewarded only if it also results in above-median stockholder returns. TSR ties Co-CEO compensation to stockholder value creation and aligns the interests and experience of the Co-CEOs with those of the Company and its stockholders. Relative TSR filters out macroeconomic and other factors that are not within management’s control. The relative TSR modifier for the Co-CEO Special PSU grant decreases or increases the average earning percentage by up to 20%. Under the relative TSR modifier, the initial number of PSUs earned is multiplied by the relative TSR modifier, which is based on our relative TSR performance for the three-year period as set forth below. The Company’s TSR is ranked relative to the companies in our May 2025 peer group. The Committee believes that this peer group is an appropriate comparator group that is broadly representative in terms of its size, industry, geographic footprint, and employee base. The product of (1) the initial number of PSUs earned and (2) the relative TSR modifier is multiplied by the target number of PSUs granted to determine the final number of PSUs earned by each Co-CEO. The modifier can result in a positive or negative modifier, or may not have an impact, as shown in the following table:

  136. Free Cash Flow(1) for Co-CEO Special PSU Grant

    | Relative TSR Performance vs. Peer Group | TSR Percentile Ranking | TSR Modifier Applied to Initial PSU Outcome | Resulting Payout Effect on Co- CEO Special PSUs Vested | | Below Threshold | Below 25th percentile | 0.80x (80%) | 20% reduction in calculated payout | | Target Range | 25th to 75th percentile (inclusive) | 1.00x (100%) | No change to calculated payout | | Above Target | Above 75th percentile | 1.20x (120%) | 20% increase in calculated payout |

  137. Free Cash Flow(1) for Co-CEO Special PSU Grant

    The Committee capped the maximum number of Adjusted EBITDA PSUs and/or Free Cash Flow PSUs that could be earned under the Co-CEO Special PSU grant. Thus, the number of Adjusted EBITDA PSUs and the number of Free Cash Flow PSUs that can be earned are capped at the maximum 200% of target, even if the TSR modifier resulted in a 20% increase in the payout. Earnout PSUs In addition to the Co-CEO Special PSU grants, the Co-CEOs were each awarded PSUs with a target grant-date value of $500,000, resulting in an award of 118,572 PSUs, that may vest based on the Adjusted EBITDA of the Company’s former Passenger Segment, now operating as the Blade Urban Air Mobility subsidiary of Joby Aviation, during the one-year period following the sale of the Passenger Segment. We refer to these PSUs as the “Earnout PSUs.” The Committee used this metric to motivate the Co-CEOs to take steps to ensure the success of the sold business because the achievement of certain EBITDA levels by the Blade Urban Air Mobility subsidiary of Joby Aviation would result in earn out payments to the Company in the year following the sale under the

  138. Free Cash Flow(1) for Co-CEO Special PSU Grant

    | | 44 |

  139. Free Cash Flow(1) for Co-CEO Special PSU Grant

    terms specified in the Joby Purchase Agreement, which benefits Strata stockholders. We refer to this payment to the Company as the “Achieved Adjusted EBITDA Earn-Out Payment.” The realization of the Achieved Adjusted EBITDA Earn-Out Payment is further based on key employees of the divested Passenger Segment remaining employed with Joby Aviation or its affiliates. The percentage of Earnout PSUs that the Co-CEOs could earn is as follows:

  140. Free Cash Flow(1) for Co-CEO Special PSU Grant

    | Performance Level | Payout (% of Target Number of Earnout PSUs) | | Minimum | 0% | | 50% of Target | 50% | | Target | 100% | | Maximum | 150% |

  141. Free Cash Flow(1) for Co-CEO Special PSU Grant

    The Committee established that the applicable payout percentage for the number of Earnout PSUs will be determined using straight-line interpolation between hurdles. In approving the Earnout PSUs, the Committee considered:

  142. Free Cash Flow(1) for Co-CEO Special PSU Grant

    | • | the complexity and strategic importance of the sale of the Passenger Segment; |

  143. Free Cash Flow(1) for Co-CEO Special PSU Grant

    | • | the extraordinary workload and responsibilities assumed by the Co-CEOs during the transaction process; and |

  144. Free Cash Flow(1) for Co-CEO Special PSU Grant

    | • | the benefits to the Company and its stockholders if the Adjusted EBITDA hurdles are achieved at the 50%, target, and maximum levels. |

  145. Mr. Wiesenthal Transition and Transaction Award

    If Mr. Wiesenthal’s employment with Joby Aviation or its affiliates is terminated without “Cause” or he resigns for “Good Reason” (each as defined in the Transition Agreement), he will continue to receive any unpaid installments of the $3 million bonus, subject to his continued compliance with applicable restrictive covenants. Mr. Wiesenthal’s right to any further installments will cease if, as a member of the Strata Board, he engages in conduct that constitutes “Director Cause” (as defined in the Transition Agreement). Treatment of Mr. Wiesenthal’s Equity under the Transition Agreement On the date that the Company sold the Passenger Segment, Mr. Wiesenthal had outstanding PSUs and RSUs. Under the Transition Agreement, all of these outstanding equity awards were converted to either “Earnout PSUs” or “Time Awards,” all of which are subject to Mr. Wiesenthal’s continued service with Joby Aviation for a minimum period of time. The converted equity awards were designed to incent Mr. Wiesenthal to continue to provide services to Joby Aviation or its affiliates for at least an 18-month period following the sale of the Passenger Segment. The agreement for the sale of the Passenger Segment provides for up to $35 million of earnout amounts to be paid to Strata based on Joby Aviation corporate performance and retention metrics, and Mr. Wiesenthal’s continued service to Joby Aviation or its affiliates was viewed by all parties as critical toward achievement of these metrics. Therefore, the Board decided that it was in Strata’s best interest to ensure that Mr. Wiesenthal was incentivized to provide services to Joby Aviation or its affiliates for this critical 18-month period. While the form of the equity awards changed under the Transition Agreement, the target number of Mr. Wiesenthal’s full-value equity awards remains unchanged as a result of the sale of the Passenger Segment. Earnout PSUs The Transition Agreement provided that a portion of Mr. Wiesenthal’s outstanding PSUs with a value of $3 million based on the Company’s closing stock price on August 29, 2025, were converted to “Earnout PSUs.” Vesting of any level of the Earnout PSUs requires that Mr. Wiesenthal remain employed by Joby Aviation or its affiliates until the 18-month anniversary of the sale of the Passenger Segment. As with the Co-CEOs’ Earnout PSUs, Mr. Wiesenthal’s Earnout PSUs will vest based on the Achieved Adjusted EBITDA Earn-Out, over the same time period and using the same performance standards as set forth for the Co-CEOs as shown in the table on page 44 above.

  146. Mr. Wiesenthal Transition and Transaction Award

    However, if (1) the Company’s stock price on the 18-month anniversary of the sale of the Passenger Segment (based on a 10-day volume-weighted average price) is higher than the Company’s stock price on the date of the sale of the Passenger Segment on August 29, 2025, and (2) the performance goal required for 100% vesting of the Earnout PSUs at target is not achieved, then a portion of Wiesenthal’s Earnout PSUs (known as “Retained Earnout PSUs”) will vest assuming Mr. Wiesenthal’s continued service to Joby Aviation or its affiliates for an 18-month period. In this case, the number of Earnout PSUs to be forfeited will be adjusted based on Strata’s share prices on August 29, 2025 and on the 18-month anniversary of that date, February 28, 2027, and the remaining Retained Earnout PSUs (after such adjustment) will vest and be settled at target performance levels. This Retained Earnout PSU methodology was a crucial component of the broader sale of the Passenger Segment and Mr. Wiesenthal’s negotiated exit as the former CEO. This design ensured that Mr. Wiesenthal, who was exiting from the CEO role, had a payout that was tied to performance of the sold-off Passenger Segment and required Mr. Wiesenthal’s service, but protected him in the event of a “windfall forfeiture” if the Earnout PSUs did not perform at target while Strata’s stock increased in value. Time Awards The Transition Agreement reclassified Mr. Wiesenthal’s outstanding equity awards that were not converted to Earnout PSUs into “Time Awards” that are subject to additional vesting conditions, including being contingent on Mr. Wiesenthal’s continued service with Joby Aviation or its affiliates for 18 months following the sale of the Passenger Segment. Flight Credits The Transition Agreement provided Mr. Wiesenthal with an aggregate of $375,000 of flight credits on the Passenger Segment, with the flight credits recorded as a liability of the Passenger Segment immediately prior to the sale to Joby Aviation.

  147. Agreements with Named Executive Officers

    Agreements with Named Executive Officers As a condition of employment, each of our NEOs has entered into our standard at-will employment, confidential information, invention assignment and arbitration agreement, which includes the following restrictive covenants: (i) perpetual confidentiality and non-disclosure; (ii) 12-month post-termination non-competition; (iii) 12-month post-termination non-solicitation of customers and non-interference with franchisees, joint ventures, suppliers, vendors, or contractors; and (iv) 12-month post-termination non-solicitation and no-hire of employees. Ms. Tomkiel’s and Mr. Heyburn’s letter agreements with the Company, dated August 28, 2025, provide for their at-will employment as Co-CEOs and an annual base salary. Similarly, Mr. Cohen’s letter agreement with the Company, dated April 14, 2021, provides for his at-will employment and an annual base salary. The Company entered into a letter agreement with Mr. Wunsch as of September 8, 2021, which was most recently amended by the Third Amendment to the letter agreement dated January 1, 2025. The letter agreement provides for Mr. Wunsch’s at-will employment as CEO of the Logistics segment, an annual base salary, and eligibility to participate in the 2025 STIP, the 2025 PSU and RSU grants described above, and eligibility for the commission payments described above.

  148. Severance Plan and Other Severance-Related Provisions

    Severance Plan and Other Severance-Related Provisions The Committee has adopted the Strata Critical Medical, Inc. Amended and Restated Change in Control Severance Plan (the “Severance Plan”) effective as of August 29, 2025. The Co-CEOs, Mr. Cohen, and Mr. Wunsch each participate in the Severance Plan. The Severance Plan covers terminations in connection with a change in control, as well as outside of the change in control context. Upon a termination not in connection with a change in control, the applicable provisions of the Severance Plan and award agreements generally provide for a cash severance equal to a multiple of the base salary, equity vesting acceleration, and health benefit continuation commensurate with the participant’s role. The Co-CEO letter agreements also provide for the opportunity to continue to vest into unearned PSUs on a prorated basis following a termination without Cause or resignation for Good Reason, as further described below. For a change in control termination, the applicable provisions similarly provide for enhanced cash severance equal to a higher multiple of base salary, a payment equal to the participant’s target bonus prorated based on the number of days the participant was employed during the year in which the termination occurs, equity vesting acceleration, and health benefit continuation for a longer period of time. In addition to the Severance Plan, the Co-CEO PSU awards, 2025 annual PSU awards, and 2024 annual PSU awards have severance protections including:

  149. Severance Plan and Other Severance-Related Provisions

    | • | if the NEO’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 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; |

  150. 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 at the target level of performance; and |

  151. 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 NEO’s employment is involuntarily terminated without “Cause”, or by the NEO for “Good Reason”, then the NEO will become 100% vested in the then unvested PSUs at the target level of performance. |

  152. Severance Plan and Other Severance-Related Provisions

    In addition, the Co-CEO letter agreements and the Co-CEO PSU awards provide that, if the employment of a Co-CEO is involuntarily terminated by the Company without “Cause” or voluntarily terminated by the Co-CEO for “Good Reason”, then any then-outstanding unvested PSUs or other performance-vesting equity awards granted by the Company to such Co-CEO will remain outstanding and will vest to the extent (if any) earned based on actual performance during the full performance period of the applicable award, on a pro-rated basis (rounded to the nearest whole number of shares), determined based on the ratio (not to exceed 100%) of (A) the sum of (x) the number of days such Co-CEO was employed during the portion of the applicable performance period ending on the date of such termination, and (y) 548 days to (B) the number of days in the applicable performance period. Each applicable PSU award agreement defines the terms “Cause”, “Good Reason” and related terms with respect to the PSUs. The Transition Agreement provides that Mr. Wiesenthal is not entitled to severance or termination benefits under the Severance Plan, under his employment agreement, or otherwise. However, if his employment with Joby Aviation or its affiliates is terminated without “Cause” or he resigns for “Good Reason”, each as defined in the Transition Agreement, he will continue to receive any unpaid installments under the transaction bonus, subject to his compliance with restrictive covenants. Those installments would stop if he was removed as a Company director for “Director Cause.” Similarly, if he is terminated by Joby Aviation without Cause or he resigns for Good Reason, he would nonetheless vest in the Time Awards, and he remains eligible to vest in the Earnout PSUs (or Retained Earnout PSUs in lieu thereof) if the conditions for earnout of the awards are satisfied as of February 28, 2027.

  153. Severance Plan and Other Severance-Related Provisions

    | | 48 |

  154. Summary Compensation Table

    Summary Compensation Table The following table provides summary information concerning compensation earned by our NEOs for services rendered during FY2025 and FY2024, respectively.

  155. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Stock Awards(1) ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation(2) ($) | All Other Compensation(3) ($) | Total Compensation ($) | | William A. Heyburn Co-Chief Executive Officer and Chief Financial Officer | 2025 | 516,667 | 4,224,970 | — | 541,000 | 43,533 | 5,326,170 | | | 2024 | 500,000 | 4,471,258 | — | 405,000 | 26,616 | 5,402,874 | | Melissa M. Tomkiel Co-Chief Executive Officer and General Counsel | 2025 | 533,333 | 4,478,470 | — | 559,000 | 42,215 | 5,613,018 | | | 2024 | 525,000 | 5,155,687 | — | 425,250 | 28,660 | 6,134,597 | | Amir M. Cohen(4) Chief Accounting Officer | 2025 | 375,000 | 301,859 | — | 221,000 | — | 897,859 | | Scott M. Wunsch(5) CEO, Logistics | 2025 | 347,692 | 1,579,288 | — | 444,679 | 37,223 | 2,408,882 | | Robert S. Wiesenthal Non-Executive Chairman of the Board and Former Chief Executive Officer | 2025 | 500,000 | 2,281,530 | — | 688,000 | 1,582,601 | 5,052,131 | | | 2024 | 750,000 | 7,947,374 | — | 810,000 | 49,071 | 9,556,445 |

  156. Summary Compensation Table

    | (1) Amounts shown reflect the combined grant date fair value of PSUs and RSUs awarded in 2025, as calculated under the Financial Accounting Standards Board’s Accounting Codification Topic 718 (“ASC Topic 718”). See Note 10 to our consolidated financial statements in our 2025 Annual Report on Form 10-K for more information about the assumptions used to calculate the value of such awards. For PSUs, the grant date fair value is based on the probable outcome of the performance condition at the time of grant which is based on target performance achieved. Assuming the highest level of performance is achieved for each of the PSUs awarded in 2025, the value of the PSUs as of the grant date would be as follows: Mr. Heyburn, $7,104,145; Ms. Tomkiel, $7,442,567; Mr. Cohen, $333,885; Mr. Wunsch, $1,032,535; and Mr. Wiesenthal, $2,808,941. For Mr. Wiesenthal, effective as of September 2, 2025, his unvested RSUs and unvested PSUs were amended by the Company's Board of Directors to make them subject to additional performance-related vesting conditions, and recharacterized as Earnout PSUs and Time Awards as described in the Executive Compensation narrative. The Company determined that this restructuring of his awards was not within the scope of ASC Topic 718 and thus did not result in an incremental fair value includable in the Summary Compensation Table. For Mr. Wiesenthal, the amount included under Stock Awards includes an award of 40,607 RSUs, with a grant date fair value of $177,453, that was made upon his August 29, 2025 appointment as Non-Executive Chairman of the Board, which award was made in accordance the Company’s compensation program for nonemployee directors. The director RSU award to Mr. Wiesenthal was valued based on the 30-calendar day period leading up and including the date of the sale of the Passenger Segment to Joby Aviation on August 29, 2025. |

  157. Summary Compensation Table

    | (2) The amounts reported in the Non-Equity Incentive Plan Compensation column represent annual performance-based cash bonuses earned by the NEOs. In addition, for Mr. Wunsch, the amount shown includes $260,679 in cash commissions equal to a specified percentage of “Flight Profit” from certain new accounts that were awarded on account of 2025 performance. |

  158. Summary Compensation Table

    | (3) For 2025, the amounts reported in the All Other Compensation column include: (1) the value of flight services utilized by the executive, which were are the amounts listed for Mr. Heyburn and Ms. Tomkiel, and $50,000 for Mr. Wiesenthal; (2) $7,836 in 401(k) matching contributions made by the Company on behalf of Mr. Wunsch; (3) a $27,600 housing allowance for Mr. Wunsch, as well as allowances for a health club membership and cell phone, each provided in accordance with his employment agreement, (4) pursuant to the Transition Agreement, for Mr. Wiesenthal, $74,268 in reimbursed legal fees, $1,083,333 of a Transaction Bonus paid in 2025, and a $375,000 flight credit. |

  159. Summary Compensation Table

    | (4) Mr. Cohen became an NEO in 2025, and thus his compensation for 2024 is not reported. |

  160. Summary Compensation Table

    | (5) Mr. Wunsch became an NEO in 2025, and thus his compensation for 2024 is not reported. |

  161. Summary Compensation Table

    | | 50 |

  162. Outstanding Equity Awards at December 31, 2025

    Outstanding Equity Awards at December 31, 2025 The following table provides information regarding outstanding equity awards made to our named executive officers as of December 31, 2025.

  163. Outstanding Equity Awards at December 31, 2025

    | | | 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) | | William A. Heyburn | 11/8/2022(5) | | | | 229,081 | 1,101,880 | | | | | 3/8/2024(6) | | | | | | 571,070 | 2,746,847 | | | 3/20/2025(6) | | | | | | 542,910 | 2,611,397 | | | 8/29/2025(7) | | | | | | 474,291 | 2,281,340 | | | 8/29/2025(8) | | | | | | 118,572 | 570,331 | | Melissa M. Tomkiel | 7/28/2020 | 276,960 | $0.18 | 7/28/2030 | | | | | | | 11/8/2022(5) | | | | 232,948 | 1,120,480 | | | | | 3/8/2024(6) | | | | | | 658,928 | 3,169,444 | | | 3/20/2025(6) | | | | | | 627,129 | 3,016,490 | | | 8/29/2025(7) | | | | | | 474,291 | 2,281,340 | | | 8/29/2025(8) | | | | | | 118,572 | 570,331 | | Amir Cohen | 11/9/2022(5) | | | | 21,829 | 104,997 | | | | | 3/8/2024(6) | | | | | | 131,785 | 633,886 | | | 3/20/2025(6) | | | | | | 83,090 | 399,663 | | Scott M. Wunsch | 12/14/2022(5) | | | | 3,653 | 17,571 | | | | | 3/20/2023(9) | | | | 2,979 | 14,329 | | | | | 3/8/2024(10) | | | | 65,021 | 312,751 | | | | | 3/20/2025(6) | | | | | | 228,690 | 1,099,999 | | | 3/20/2025(11) | | | | 228,690 | 1,099,999 | | | | | 12/2/2025(12) | | | | 13,395 | 64,430 | | | | Robert S. Wiesenthal | 11/16/2018 | 2,428,702 | $0.18 | 11/28/2028 | | | | | | | 8/29/2025(13) | | | | 40,607 | 195,320 | | | | | 9/2/2025(14) | | | | | | 2,263,720 | 10,888,493 | | | 9/2/2025(15) | | | | | | 686,499 | 3,302,060 |

  164. Outstanding Equity Awards at December 31, 2025

    | | 51 |

  165. Outstanding Equity Awards at December 31, 2025

    | (1) Amounts in this column reflect the number of options granted to our NEOs that had vested as of December 31, 2025. |

  166. Outstanding Equity Awards at December 31, 2025

    | (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, 2025. |

  167. Outstanding Equity Awards at December 31, 2025

    | (3) Amounts in this column were calculated based on the closing price per share of our common stock on December 31, 2025, the last trading day of the year, which was $4.81. |

  168. Outstanding Equity Awards at December 31, 2025

    | (4) Amounts in this column reflect the number of unvested equity awards that were subject to performance-based vesting conditions and that had not vested as of December 31, 2025. |

  169. Outstanding Equity Awards at December 31, 2025

    | (5) One-quarter of these RSUs vest every three months from March 2026 to December 2026, with any remaining RSUs to vest on December 8, 2026, subject to the NEO’s continuous employment through each vesting date. |

  170. Outstanding Equity Awards at December 31, 2025

    | (6) Reflects the number of PSUs that remain subject to performance-based vesting conditions as of December 31, 2025, which are eligible to be earned and vest based on achievement of Company performance measures over a performance period that ends December 31, 2027, subject to the NEO’s continuous employment. |

  171. Outstanding Equity Awards at December 31, 2025

    | (7) Reflects the number of Co-CEO Special PSUs that remain subject to performance-based vesting conditions as of December 31, 2025, which are eligible to be earned and vest based on achievement of Company performance measures over a performance period that ends September 30, 2028, subject to the NEO’s continuous employment. |

  172. Outstanding Equity Awards at December 31, 2025

    | (8) Reflects the number of Earnout PSUs that remain subject to performance-based vesting conditions as of December 31, 2025, which are eligible to be earned and vest based on achievement of specified performance measures over a one-year performance period from September 1, 2025 to August 31, 2026, subject to the NEO’s continuous employment. |

  173. Outstanding Equity Awards at December 31, 2025

    | (9) One-fifth of these RSUs vest every three months from March 2026 to March 2027, subject to the NEO’s continuous employment through each vesting date. |

  174. Outstanding Equity Awards at December 31, 2025

    | (10) These RSUs vest on December 8, 2026, subject to the NEO’s continuous employment through the vesting date. |

  175. Outstanding Equity Awards at December 31, 2025

    | (11) These RSUs vest on March 8, 2028, subject to the NEO’s continuous employment through the vesting date. |

  176. Outstanding Equity Awards at December 31, 2025

    | (12) These RSUs vest on March 8, 2026, subject to the NEO's continuous employment through the vesting date. |

  177. Outstanding Equity Awards at December 31, 2025

    | (13) These RSUs vest on the date of the Company's 2026 Annual Meeting of Stockholders. |

  178. Outstanding Equity Awards at December 31, 2025

    | (14) Reflects the number of Time Awards that remain subject to performance-based vesting conditions as of December 31, 2025, which are eligible to be earned and vest contingent upon the Company receiving the portion of the retention earn out payment under the Purchase Agreement that is solely contingent on Mr. Wiesenthal’s continued service with Joby Aviation or its affiliates for 18 months following the divestiture of the Passenger Segment. |

  179. Outstanding Equity Awards at December 31, 2025

    | (15) Reflects the number of Earnout PSUs that remain subject to performance-based vesting conditions as of December 31, 2025, which are eligible to be earned and vest based on achievement of specified performance measures. |

  180. Outstanding Equity Awards at December 31, 2025

    | | 52 |

  181. 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.

  182. PAY VERSUS PERFORMANCE

    | Year | Summary Compensation Table Total for First PEO(1) ($) | Summary Compensation Table Total for Second PEO(1) ($) | Summary Compensation Table Total for Third PEO(1) ($) | Compensation Actually Paid to First PEO(1)(2)(3) ($) | Compensation Actually Paid to Second PEO(1)(2)(3) ($) | Compensation Actually Paid to Third PEO (1)(2)(3) ($) | 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 Income ($ Thousands) | | 2025 | 5,052,131 | 5,613,018 | 5,326,170 | 6,026,776 | 4,098,415 | 3,674,628 | 1,653,371 | 1,711,554 | 134.36 | 41,347 | | 2024 | 9,556,445 | — | — | 4,323,654 | — | — | 5,768,736 | 2,391,457 | 118.72 | (27,307) | | 2023 | 1,719,791 | — | — | 1,504,455 | — | — | 957,760 | 877,651 | 98.60 | (56,076) |

  183. PAY VERSUS PERFORMANCE

    | (1) Robert Wiesenthal was our PEO until August 2025. Melissa M. Tomkiel and William A. Heyburn were our PEO 2 and PEO 3, respectively, since August 2025. The individuals comprising the Non-PEO NEOs for 2023 and 2024 were Melissa M. Tomkiel and William A. Heyburn. The individuals comprising the Non-PEO NEOs for 2025 were Amir Cohen and Scott Wunsch. |

  184. 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. |

  185. PAY VERSUS PERFORMANCE

    | (3) Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the First PEO, Second PEO, Third 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. |

  186. PAY VERSUS PERFORMANCE

    | Year | Summary Compensation Table Total for First PEO ($) | Less Grant Date Fair Value of Stock Awards for First PEO ($) | Equity Award Adjustments for First PEO(a) ($) | Compensation Actually Paid to First PEO ($) | | 2025 | 5,052,131 | (2,281,530) | 3,256,175 | 6,026,776 |

  187. PAY VERSUS PERFORMANCE

    | Year | Summary Compensation Table Total for Second PEO ($) | Less Grant Date Fair Value of Stock Awards for Second PEO ($) | Equity Award Adjustments for Second PEO(a) ($) | Compensation Actually Paid to Second PEO ($) | | 2025 | 5,613,018 | (4,478,470) | 2,963,867 | 4,098,415 |

  188. PAY VERSUS PERFORMANCE

    | Year | Summary Compensation Table Total for Third PEO ($) | Less Grant Date Fair Value of Stock Awards for Third PEO ($) | Equity Award Adjustments for Third PEO(a) ($) | Compensation Actually Paid to Third PEO ($) | | 2025 | 5,326,170 | (4,224,970) | 2,573,428 | 3,674,628 |

  189. 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(a) ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2025 | 1,653,371 | (940,574) | 998,757 | 1,711,554 |

  190. PAY VERSUS PERFORMANCE

    | a. | 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 |

  191. PAY VERSUS PERFORMANCE

    | | 53 |

  192. PAY VERSUS PERFORMANCE

    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 not 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:

  193. PAY VERSUS PERFORMANCE

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for First PEO ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for First PEO ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for First PEO ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for First PEO ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for First PEO ($) | Total Equity Award Adjustments for First PEO ($) | | 2025 | 195,320 | 1,652,122 | — | 1,408,733 | — | 3,256,175 |

  194. PAY VERSUS PERFORMANCE

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Second PEO ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Second PEO ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Second PEO ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Second PEO ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Second PEO ($) | Total Equity Award Adjustments for Second PEO ($) | | 2025 | — | 1,115,466 | — | 1,848,401 | — | 2,963,867 |

  195. PAY VERSUS PERFORMANCE

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Third PEO ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Third PEO ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Third PEO ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Third PEO ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Third PEO ($) | Total Equity Award Adjustments for Third PEO ($) | | 2025 | — | 981,964 | — | 1,591,464 | — | 2,573,428 |

  196. 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 ($) | Total Equity Award Adjustments for Non-PEO NEOs ($) | | 2025 | 582,215 | 124,675 | 104,735 | 187,132 | — | 998,757 |

  197. 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. |

  198. PAY VERSUS PERFORMANCE

    | | 54 |

  199. 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 PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs and the cumulative TSR over the three most recently completed fiscal years for the Company.

  200. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income

    Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and our net income during the three most recently completed fiscal years.

  201. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income

    | | 55 |

  202. 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. In connection with this assessment, our Compensation Committee and Board 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 reviews the Compensation Committee’s recommendations and then determines the amount of director compensation. In August 2025, the Board approved the following compensation program for our non-employee directors, with the amounts shown payable from the date of the Company’s 2025 Annual Meeting of Stockholders or, for a director who joins the Company after the date of the 2025 Annual Meeting, prorated based on the date of the director’s appointment through the anniversary of the 2025 Annual Meeting.

  203. 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 and Lead Independent Director | At director’s election, $50,000 in either restricted stock unit award or cash | | Audit Committee Chairperson | At director’s election, $20,000 in either 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 |

  204. Director Compensation

    The annual RSUs awarded to our directors in 2025 generally become 100% vested on the date of our 2026 Annual Meeting of Stockholders, subject to the director’s continued service through such date. However, the RSUs awarded to each of Mr. Borthwick and Mr. Lerer in May 2025 were vested upon their resignation following the sale of the Passenger Segment to Joby Aviation. Before 2025, pursuant to a Nomination Rights Agreement to which the Company was a party, Mr. Lauck did not receive compensation from the Company other than reimbursement of expenses incurred in connection with his service as a director and participation in the Company’s flight benefit policy on the same basis as the Company’s other directors. Following the expiration of the Nomination Rights Agreement, the Board approved Mr. Lauck’s first equity award. Accordingly, in May 2025, the Board granted Mr. Lauck RSUs with a target value of $150,000, scheduled to vest on the date of the Company’s 2026 Annual Meeting of Stockholders, subject to his continued service through such date. In addition, the Board approved a pro rata RSU award for Mr. Lauck’s service on the Board and Audit Committee from January through May 2025, which vested upon grant. In December 2025, in connection with Mr. Cook joining the Board as a new director, the Board granted Mr. Cook RSUs with a target value of $150,000, scheduled to vest on the date of the Company’s 2027 Annual Meeting of Stockholders, subject to his continued service through such date. In addition to the awards shown above, the Compensation Committee recommended, and the Board approved, an RSU award with a target value of $50,000 to Mr. Lauck for his role as Chairman of the

  205. Director Compensation

    | | 56 |

  206. Director Compensation

    Special Committee of the Board, which units vested immediately upon the sale of the Passenger Segment to Joby Aviation on August 29, 2025. Mr. Lauck’s service as Chairman of the Special Committee was critical in leading to the execution of the purchase agreement that resulted in the sale of the Passenger Segment to Joby Aviation. Director cash payments generally vest in quarterly installments from May 6, 2025, which was the date of our 2025 Annual Meeting of Stockholders. However, for 2025, the Board awarded Mr. Lauck $2,500 for his service on the Audit Committee from May 6 to August 1, 2025, with that amount vesting on August 6, 2025, and $15,000 for his service as Chair of the Audit Committee from August 1, 2025, with one-third of that amount vesting every three months. Conversely, the Board awarded Mr. Philip $5,000 for his service as Chair of the Audit Committee from May 6 to August 1, 2025, with that amount vesting on August 6, 2025, and $7,500 for his service as a member of the Audit Committee from August 1, 2025, with one-third of that amount vesting every three months. The Company provides certain flight benefits to its non-employee directors, as described below. Each director is responsible for all imputed income related to their flight benefits. The Blade Air Mobility, Inc. Flight Benefit Policy for the Board of Directors in effect from January 1, 2025 to September 1, 2025 generally provided that non-employee directors were eligible for up to $25,000 in personal travel on Company flights during each calendar year, and such directors were permitted to carry over up to $12,500 of their unused, expiring flight allowance from 2024. Effective September 1, 2025, the Company adopted a new Flight Benefit Policy for the Board of Directors and NEOs, as amended and restated effective September 1, 2025 (the “New Flight Benefit Policy”), under which directors may arrange up to 10 flight hours of personal travel at no charge on the Company’s network of owned, dedicated and contracted aircraft during each calendar year. Under the New Flight Benefit Policy, the annual flight allowance expires on December 31 of each year, although, upon request, a director may extend the expiration of up to five unused, expiring flight hours for an additional year. Prior to the sale of the Passenger Segment, each non-employee director was provided a choice between two alternatives with respect to their flight benefits. A director could elect to receive a one-time $50,000 credit for Blade Urban Air Mobility, Inc. flights, which the Company would purchase from Blade Urban Air Mobility, Inc. on the director’s behalf and which was subject to Blade’s terms and conditions. Any independent director who elected this $50,000 flight credit will not be eligible to participate in the Company’s New Flight Benefit Policy until January 1, 2027. Each of Mr. Borthwick, Mr. Lerer, Mr. Love, and Ms. Lyne elected the one-time flight credit. For FY2025, 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 35,534 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 as described above.

  207. Director Compensation

    | | 57 |

  208. Director Compensation

    Mr. Wiesenthal’s compensation for 2025, including for his service as Non-Executive Chairman, is presented in the Summary Compensation Table.

  209. Director Compensation

    | Name(1) | Fees Paid in Cash ($) | Stock Awards(2) ($) | All Other Compensation(3) ($) | Total ($) | | Eric Affeldt | 112,500 | 134,319 | — | 246,819 | | John Borthwick | 15,625 | 134,319 | 75,133 | 225,077 | | Will Cook | — | 222,514 | — | 222,514 | | Andrew Lauck | 32,500 | 408,897 | 42,695 | 484,092 | | Kenneth Lerer | 14,375 | 134,319 | 103,023 | 251,717 | | Reginald Love | 60,000 | 134,319 | 87,835 | 282,154 | | Susan Lyne | 75,000 | 134,319 | 28,612 | 237,931 | | Edward Philip | 75,000 | 134,319 | 46,030 | 255,349 |

  210. Director Compensation

    | (1) Mr. Borthwick and Mr. Lerer resigned from the Board with the closing of the sale of the Passenger segment on August 29, 2025. Mr. Cook joined the Board on December 2, 2025. As of December 31, 2025, the non-employee directors held the following outstanding equity awards: (i) Mr. Affeldt, Mr. Love, Ms. Lyne, and Mr. Philip - 35,354 RSUs; (ii) Mr. Cook - 53,233 RSUs; and (iii) Mr. Lauck - 91,669 RSUs. Neither Mr. Borthwick nor Mr. Lerer had any outstanding equity awards as of December 31, 2025. Mr. Wiesenthal’s 2025 compensation, including for his service as Non-Executive Chairman, is reflected in the Summary Compensation Table, and his outstanding equity awards are reflected in the Outstanding Equity Awards at December 31, 2025 table. |

  211. Director Compensation

    | (2) Amounts shown reflect the grant date fair value of restricted stock units awarded, as calculated under ASC Topic 718, excluding the effect of estimated forfeitures. Amounts in this column reflect the market value of the RSUs using the closing price of a share of our common stock as reported on Nasdaq on the date of grant multiplied by the number of shares underlying each award. The number of RSUs that were awarded to directors in 2025 was calculated by dividing the intended award value by the average closing price of the Company’s common stock as follows: (1) for awards made following the 2025 Annual Meeting, during the 30-calendar day period leading up to and including May 2, 2025; (2) for the awards made to Mr. Lauck for his role as Chairman of the Special Committee of the Board, the 30-calendar day period leading up and including to the date of the execution of the Joby Purchase Agreement, which was August 1, 2025; and (3) for the award made to Mr. Cook, the 30-day calendar period leading up to and including December 2, 2025. All director RSUs are settled in shares of our common stock upon vesting. |

  212. Director Compensation

    | (3) Amounts shown represent the value of personal use of Company air and car transportation services. For Mr. Borthwick, Mr. Lerer, Mr. Love, and Ms. Lyne, the amounts further include a $50,000 flight credit for flights, awarded effective upon the sale of the Passenger Segment, which flight credits Mr. Borthwick and Mr. Lerer were permitted to retain following their resignations on August 29, 2025. |

  213. Director Compensation

    | | 58 |

  214. Are all of the Company’s directors standing for election at the 2026 Annual Meeting?

    Are all of the Company’s directors standing for election at the 2026 Annual Meeting? No, only Mr. Heyburn and Mr. Lauck of our Class II directors are standing for re-election at this time. Our Class III directors will stand for election at the 2027 Annual Meeting, and our Class I directors will stand for election at the 2028 Annual Meeting.