DEF 14A of Sky Harbour Group Corp
Filed Apr 30, 2026 · FY20250001140361-26-017874
Directors And Executive Officers
Directors And Executive Officers Our directors and executive officers, and certain information about each of them as of March 31, 2026, are set forth below.
Directors And Executive Officers
| Name | Age | Position(s) | | Tal Keinan | 56 | Chair and Chief Executive Officer | | Francisco X. Gonzalez | 58 | Chief Financial Officer | | Michael W. Schmitt | 40 | Chief Accounting Officer | | Gerald Adler | 68 | General Counsel and Corporate Secretary | | Alethia Nancoo | 57 | Director | | Alex B. Rozek | 47 | Director | | Lysa Leiponis | 61 | Director | | Nick Wellmon | 37 | Director | | Jordan Moelis | 38 | Director | | Jody Gessow | 68 | Director |
Non-Employee Directors
Non-Employee Directors Alethia Nancoo. Alethia Nancoo has served as a member of our Board since the closing of the Yellowstone Transaction. Ms. Nancoo is the Global Head of Transportation Infrastructure Finance at Squire Patton Boggs (US) LLP and is a former member of the firm’s Global Board. As a partner in the Public & Infrastructure Finance practice group, her practice focuses on public, private, and project debt finance, with particular emphasis on capital markets, infrastructure construction, airports, toll roads and surface transportation, mixed-use multifamily housing, and water and sewer utilities. Ms. Nancoo previously served on the board of directors of the District of Columbia Water and Sewer Authority, where she was a member of the Finance and Governance Committees, and on the Executive Committee of the District of Columbia Chamber of Commerce. She was recognized as one of Forbes’ America’s Top 200 Lawyers in 2024, one of Law360’s 2023 Project Finance MVPs, a Diversity, Equity & Inclusion Champion in Corporate Counsel magazine’s 2021 Women, Influence & Power in Law awards, and in the Washington Business Journal’s 2020 Minority Business Leader Awards. She is also a Fellow of the American College of Bond Counsel. Ms. Nancoo holds a B.A. in Psychology from the University of Maryland, a master’s degree in education from the University of Maryland, and a J.D. from the University of Wisconsin Law School. Ms. Nancoo was designated as a nominee to our Board by Mr. Keinan pursuant to the Stockholders Agreement described below (see “Directors, Executive Officers and Corporate Governance – Stockholders’ Agreement”). We believe Ms. Nancoo is qualified to serve on our Board because of her significant experience in public and private debt finance. Alex B. Rozek. Alex B. Rozek served as a member of the YAC Board from the time of YAC’s initial public offering in August 2020 until the closing of the Yellowstone Transaction. Mr. Rozek remained as a director of the Company following the Business Combination. Mr. Rozek is currently Founder and CEO of Mac Mountain, a telecommunication infrastructure company, and serves as the Managing Member of Boulderado Partners, LLC, a private investment partnership founded in July 2007. From 2014 to 2024, Mr. Rozek was Co-Chairperson of the Board, Co-Chief Executive Officer, and President of Boston Omaha Corporation (NYSE:BOC). From 2004 to 2007, Mr. Rozek served as an analyst for Water Street Capital and Friedman Billings Ramsey Group. Prior to 2004, he worked for Hunton & Williams and FedEx. Mr. Rozek graduated with a BS in Biology and a Minor in Chemistry from the University of North Carolina at Chapel Hill. Mr. Rozek was designated to be a nominee to our Board by Boston Omaha Corporation pursuant to the Stockholders Agreement described below (see “Directors, Executive Officers and Corporate Governance – Stockholders’ Agreement”). We believe Mr. Rozek is qualified to serve on our Board because of his significant experience as an investor in and operator of private and public infrastructure companies. Lysa Leiponis. Lysa Leiponis has served as a member of our Board since the closing of the Yellowstone Transaction. From January 2021 through July 2022, Ms. Leiponis served as an Independent Senior Advisor at Ferrovial Airports U.S., where she advised senior executive leadership of one of the world’s leading developers and operators of airport infrastructure and provided counsel on strategic direction and growth strategy for the U.S. market. Since July 2022, Ms. Leiponis has also served as a Board Director and Chair of the Audit and Risk Committee for JFK New Terminal One LLC. Ms. Leiponis has served as Principal and President of LL Aviation Advisors, LLC since February 2020, where she provides critical strategic advisory services to airport leaders, investors, airlines, and other industry stakeholders. Ms. Leiponis has served as a board member on the Critical Infrastructure Strategic Advisory Board of Parsons Corporation since March 2020 and as a member of the board of trustees of the Vaughn College of Aeronautics & Technology from October 2015 to October 2025, where she has also served as Chair of the Audit Committee from 2019 to October 2025, Chair of the Compensation Committee from 2018 to 2019, Co-chair of the Governance Reform Committee from 2018 to 2019, and member of the Member Plant & Infrastructure and Development Committees from 2015 to 2018. Ms. Leiponis served as the Deputy Airport CEO and General Manager, and as Airport CEO and General Manager of LaGuardia Airport from November 2010 until July 2013 and July 2013 until September 2019, respectively. Ms. Leiponis holds a BS in Accounting from Rutgers University and an MBA from Pace University. Ms. Leiponis was designated to be a nominee to our Board by Mr. Keinan pursuant to the Stockholders Agreement described below (see “Directors, Executive Officers and Corporate Governance – Stockholders’ Agreement”). We believe Ms. Leiponis is qualified to serve on our Board because of her significant industry experience. Nick Wellmon. Nick Wellmon has served as a member of our Board since the closing of the Yellowstone Transaction. Since January 2020, Mr. Wellmon has served as the Founder and Managing Partner of Due West Partners LLC (“Due West”), a private investment firm/family office that focuses on investments in aerospace & defense, diversified industrials and consumer ventures. Prior to launching Due West, Mr. Wellmon was Director of Finance at Exotic Metals (“Exotic”), a recognized leader in the aerospace and defense industry from February 2016 to January 2020. While at Exotic, Mr. Wellmon controlled the financial and strategic initiatives across the company’s business channels, and in 2019 led the sale of Exotic to Parker Hannifin Corporation. Earlier in his career, Mr. Wellmon was the Corporate Development Manager for eCommerce-startup Julep Beauty from December 2013 to February 2016, where he executed the company’s Series C capital raise led by Andreessen Horowitz and Madrona Venture Group. Mr. Wellmon also has ample experience in the investment banking industry, where he advised middle market companies on mergers, acquisitions and capital raising activities. Mr. Wellmon has also served as a member of the board of Sagatech Avionics since May 2021. Mr. Wellmon holds a BS in Finance from Wake Forest University. Mr. Wellmon was designated to be a nominee to our Board by Due West pursuant to the Stockholders Agreement described below (see “Directors, Executive Officers and Corporate Governance – Stockholders’ Agreement”). We believe Mr. Wellmon is qualified to serve on our Board because of his significant experience in strategically growing companies in our industry.
Non-Employee Directors
Jordan Moelis. Jordan Moelis has served as a member of our Board since June 2025. Since September 2024, Mr. Moelis has been the Co-President of Brindle Capital, a single-family office, and since October 2014, Mr. Moelis has been the Founder and Managing Partner of Deep Field Asset Management, a diversified investment firm. Additionally, since March 2021, Mr. Moelis has served as Managing Partner of Center Capital Partners, a real estate private equity firm, and since October 2025 as a Managing Director of Clara Partners Management, a private equity firm focused on the aerospace and defense sectors. Prior to launching Deep Field, Mr. Moelis was a Research Analyst at Serengeti Asset Management, a multi-strategy hedge fund, from September 2010 to April 2014. Mr. Moelis has been a director of Site 20/20, a traffic control technology business, since May 2021, Onamac Industries, an aerospace supplier, since March 2023, and JAKKS Pacific (JAKK: NASDAQ), a toy company, since June 2025. He is also a co-founder and director of Gate 52, a network of independent music venues that was created in October 2020. Mr. Moelis holds a BS in Economics summa cum laude and an MBA from the Wharton School at the University of Pennsylvania. Mr. Moelis was designated to be a nominee to our Board by Center Sky pursuant to the Stockholders Agreement described below (see “Directors, Executive Officers and Corporate Governance – Stockholders’ Agreement”). We believe Mr. Moelis is qualified to serve on our Board because of his significant investment experience and financial expertise. Jody Gessow. Jody Gessow has served as a member of our Board since January 2026. Mr. Gessow currently serves as the President of Argosy Development. From 2012 to 2019, Mr. Gessow served as a managing partner at DivCore Equity Partners, a real estate investment firm and as senior advisor at Divco West Real Estate Services. From 2007 through 2011, Mr. Gessow was the West Coast Partner and Managing Director of One Equity Partners LLC, the private equity platform of J.P. Morgan Chase & Co. Since January 2020, Mr. Gessow has served on the board of directors of Waterfall Security Solutions, an Israeli private industrial cybersecurity company. Previously, Mr. Gessow served as a member of the board of directors of Quotient Technology, Mandiant Corporation, and the TV Guide Network. Mr. Gessow holds a BBA in Business Administration from Emory University and an MBA from Harvard University. Mr. Gessow was designated to be a nominee to our Board by Mr. Keinan pursuant to the Stockholders Agreement described below (see “Directors, Executive Officers and Corporate Governance – Stockholders’ Agreement”). We believe Mr. Gessow is qualified to serve on our Board because of his significant business experience.
Information Regarding the Board and its Committees
Information Regarding the Board and its Committees Our Board formed and constituted our Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee in January 2022. Our Board may establish other committees to facilitate the management of our business. Our Board and its committees will set schedules for meetings throughout the year and can also act by written consent from time to time, as appropriate. Our Board delegated various responsibilities and authority to its committees as generally described below. The committees regularly report on their activities and actions to the full Board. Each committee of our Board has a written charter approved by our Board. Members will serve on these committees until their resignation or until otherwise determined by our Board. The following table provides membership information for each of such Board committees as of the date of this Proxy Statement:
Information Regarding the Board and its Committees
| Name | Audit | Compensation | Nominating and Corporate Governance | | Tal Keinan | | X | X | | Alethia Nancoo | | X* | X | | Alex B. Rozek | | X | X | | Lysa Leiponis | X | X | X* | | Nick Wellmon | | X | | | Jordan Moelis | X* | | X | | Jody Gessow | X | X | |
Information Regarding the Board and its Committees
| * Committee Chair. |
Information Regarding the Board and its Committees
Our Board had four meetings and executed two actions by unanimous written consent in the year ended December 31, 2025. All directors attended all meetings.
Compensation Committee
| • | reviewing and making recommendations to the Board with respect to director compensation; and |
Summary Compensation Table
Summary Compensation Table The following table sets forth information concerning the compensation of the named executive officers for the years ended December 31, 2025, and 2024.
Summary Compensation Table
| | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | | Tal Keinan Founder and Chief Executive Officer | 2025 | 880,000 | 200,000 | — | 1,408,685 | 57,923 | 2,546,608 | | | 2024 | 880,000 | 792,000 | — | — | 60,923 | 1,732,923 | | Francisco X. Gonzalez Chief Financial Officer | 2025 | 400,000 | 916,583 | 1,611,565 | 1,408,685 | 54,151 | 4,390,984 | | | 2024 | 385,000 | 888,102 | 1,602,900 | 1,830,000 | 45,398 | 4,751,400 | | Michael W. Schmitt Chief Accounting Officer | 2025 | 325,000 | 110,000 | 226,624 | 227,209 | 23,500 | 912,333 |
Summary Compensation Table
| (1) Represents the grant date fair value of RSUs granted during 2025 and 2024 as calculated in accordance with FASB ASC Topic 718. The assumptions used in calculating the grant date fair value of the RSU awards reported in this column are set forth in Note 12 to our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The amounts reported in this column do not reflect the actual economic value that may be realized by the named executive officers. |
Summary Compensation Table
| (2) Represents the grant date fair value of stock options granted during 2025 as calculated in accordance with FASB ASC Topic 718. The assumptions used in calculating the grant date fair value of the stock option awards reported in this column are set forth in Note 12 to our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The amounts reported in this column do not reflect the actual economic value that may be realized by the named executive officers. |
Summary Compensation Table
| (3) All Other Compensation includes Company matching contributions under our 401(k) plan and tax-preparation fees. For 2025, the 401(k) match totaled $31,000, $31,000, and $23,500, for Messrs. Keinan, Gonzalez, and Schmitt, respectively. For 2025, tax-preparation fees were $26,923 and $23,151 for Messrs. Keinan and Gonzalez, respectively. |
Pension Benefits and Nonqualified Deferred Compensation
Pension Benefits and Nonqualified Deferred Compensation Our named executive officers did not participate in, or otherwise receive any benefits under, any pension or retirement plan or non-qualified deferred compensation plan sponsored by us during the years ended December 31, 2025, or 2024.
Outstanding Equity Awards at 2025 Year End
Outstanding Equity Awards at 2025 Year End The following table presents information on all outstanding equity awards held by the Company’s named executive officers as of December 31, 2025.
Outstanding Equity Awards at 2025 Year End
| | | Option Awards | | | | Stock Awards | | | Name | Grant Date | Number of Shares Underlying Option – Exercisable | Number of Shares Underlying Option – Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units that have not vested(1) | Market value of Shares or Units that have not vested ($) | | Tal Keinan | February 18, 2025 | — | 222,541(2) | 11.07 | February 18, 2035 | — | — | | | May 17, 2022 | — | — | — | — | 7,031 | 54,422 | | Francisco X. Gonzalez | February 18, 2025 | — | 222,541(2) | 11.07 | February 18, 2035 | 144,535 | 1,611,565 | | | February 15, 2024 | — | 250,000(2) | 11.63 | February 15, 2034 | 69,063 | 851,541 | | | February 15, 2023 | — | — | — | — | 56,250 | 323,538 | | | May 17, 2022 | — | — | — | — | 14,063 | 108,844 |
Outstanding Equity Awards at 2025 Year End
| | | Option Awards | | | | Stock Awards | | | Name | Grant Date | Number of Shares Underlying Option – Exercisable | Number of Shares Underlying Option – Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units that have not vested(1) | Market value of Shares or Units that have not vested ($) | | Michael W. Schmitt | February 18, 2025 | — | 35,894 | 11.07 | February 18, 2035 | 23,025 | 226,624 | | | February 15, 2024 | — | 29,918 | 11.63 | February 15, 2034 | 7,994 | 98,563 | | | February 15, 2023 | — | — | — | | 4,219 | 24,258 | | | May 17, 2022 | — | — | — | | 1,875 | 14,513 |
Outstanding Equity Awards at 2025 Year End
| (1) 25% of the RSUs granted to Messrs. Keinan and Gonzalez vest on the first anniversary of the grant date, and the remaining 75% of such RSUs vest ratably over the 36-month period following the first anniversary of the grant date. |
Outstanding Equity Awards at 2025 Year End
| (2) The stock options vest in 25% installments over a four-year period beginning on the sixth anniversary of the grant date and have a term of ten years, provided the reporting person remains in service through the applicable vesting date. |
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION The following table sets forth information concerning the compensation of our non-employee directors for the year ended December 31, 2025. The compensation of Mr. Keinan, who is an employee of the Company, is fully reflected in the Summary Compensation Table and related discussion above. Mr. Keinan does not receive additional compensation for his service as a director.
DIRECTOR COMPENSATION
| Name | Fees earned or paid in cash(1) ($) | Stock awards(2) ($) | Total ($) | | Walter Jackson(3) | 80,000 | 70,501 | 150,501 | | Alethia Nancoo | 70,000 | 70,501 | 140,501 | | Alex B. Rozek | 55,000 | 70,501 | 125,501 | | Jody Gessow(4) | — | — | — | | Lysa Leiponis | 102,500 | 70,501 | 173,001 | | Nick Wellmon | 55,000 | 70,501 | 125,501 | | Jordan Moelis | 62,500 | 70,501 | 133,001 |
DIRECTOR COMPENSATION
| (1) Reflects the total amount of annual fees for the applicable roles set forth in the table below. |
DIRECTOR COMPENSATION
| (2) Represents RSUs granted during 2025, measured at the grant date fair value calculated in accordance with FASB ASC Topic 718. The assumptions used in calculating the grant date fair value of the RSU awards reported in this column are set forth in Note 12 to our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The amounts reported in this column do not reflect the actual economic value that may be realized by the named executive officers. As of December 31, 2025, each of our non-employee directors held at least 4,218 unvested RSUs and none of them held options. |
DIRECTOR COMPENSATION
| (3) Mr. Jackson resigned from the Board effective as of December 31, 2025. |
DIRECTOR COMPENSATION
| (4) Mr. Gessow was appointed to serve on the Board effective upon Mr. Jackson’s resignation. |
DIRECTOR COMPENSATION
Our director compensation plan provides that the non-executive directors of the Board receive annual compensation comprised of a cash retainer of $50,000 and an RSU award with an approximate grant date fair value of $70,000, subject to vesting conditions pursuant to the Incentive Award Plan. Non-executive directors are required to own $150,000 of our common stock by the third anniversary of their tenure. Further, these non-executive directors receive additional annual cash compensation for committee and Lead Independent Director service as follows:
DIRECTOR COMPENSATION
| Audit Committee | Chair of Audit Committee | Compensation Committee | Chair of Compensation Committee | Nominating and Corporate Governance Committee | Chair of Nominating and Corporate Governance Committee | Lead Independent Director | | $7,500 | $25,000 | $5,000 | $15,000 | $5,000 | $15,000 | $25,000 |
DIRECTOR COMPENSATION
The director compensation plan, including equity awards, retainer fees, as well as committee, chair, and meeting fees, is designed to attract and retain the most qualified individuals to serve on the Board, and we believe is in line with that of other public companies of a similar size. The Board, on the recommendation of our Compensation Committee, is responsible for reviewing and approving any changes to the directors’ compensation arrangements.
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS Our Board currently consists of seven directors. The term of each of our seven directors expires at the Annual Meeting. Our Board has nominated Tal Keinan, Jody Gessow, Alethia Nancoo, Alex B. Rozek, Lysa Leiponis, Jordan Moelis, and Nick Wellmon for election at the Annual Meeting. If they are elected, they will serve on our Board until our 2027 Annual Meeting and until their respective successors have been elected and qualified. The nominees for director at the Annual Meeting, their ages as of March 31, 2026, and their positions and offices held with the Company are set forth below. Other biographical information for the members of our Board is set forth in this Proxy Statement under the heading “Directors, Executive Officers and Corporate Governance—Directors and Executive Officers.” Certain of our stockholders who own in the aggregate 11,385,952 shares of Class A Common Stock, 41,222,212 shares of Class B Common Stock, and 7,719,779 warrants to purchase Class A Common Stock as of the Record Date, April 21, 2026, have agreed to vote “FOR” each of the nominees listed in this Proxy Statement as a director. Each person nominated for election has agreed to serve if elected. Directors are elected by a plurality of the votes properly cast in person or by proxy. This means that nominees receiving the highest number of “FOR” votes will be elected. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the seven nominees named below. However, if you are a street name stockholder, which means that your shares are held by a broker, bank, or other nominee, your shares will not be voted for the election of directors unless you have provided voting instructions to your nominee.
A VOTE “FOR” EACH OF THE SEVEN DIRECTOR NOMINEES
A VOTE “FOR” EACH OF THE SEVEN DIRECTOR NOMINEES