DEF 14A of Surf Air Mobility Inc.
Filed Jun 10, 2026 · FY20250001140361-26-024787
June 10, 2026
| Notice of Annual Meeting of Stockholders | | | Important Notice Regarding Proxy Materials | 1 | | Meeting Information | 2 | | Proposal 1 — Election of Directors | 3 | | Corporate Governance | 7 | | Director Compensation | 14 | | Executive Officers of the Company | 18 | | Executive Compensation | 19 | | Summary Compensation Table - Fiscal Years 2025 and 2024 | 19 | | Outstanding Equity Awards as of December 31, 2025 | 20 | | 2025 Equity Awards | 21 | | Executive Employment and Severance Agreements | 21 | | Defined Contribution Plans | 22 | | Security Ownership of Certain Beneficial Owners and Management | 24 | | Equity Incentive Plan Information | 27 | | Report of Audit Committee | 28 | | Proposal 2 — Ratification of Independent Registered Public Accounting Firm | 29 | | Proposal 3 — Approval of a Reverse Stock Split | 31 | | Transactions with Related Persons | 40 | | Delinquent Section 16(a) Reports | 44 | | Proposals of Stockholders and Director Nominations for 2027 Annual Meeting | 45 | | Other Matters | 46 | | Annual Report to Stockholders | 46 | | Questions and Answers About the Proxy Materials and Annual Meeting | 47 | | Appendix A: Certificate of Amendment to Effect Reverse Stock Split | A-1 |
Nominees for Election as Class C Directors at the Annual Meeting
Nominees for Election as Class C Directors at the Annual Meeting
Nominees for Election as Class C Directors at the Annual Meeting
| TYLER PAINTER | | | Class C Age: 54 Director Since: 2023 | POSITION AND BUSINESS EXPERIENCE | | | Tyler Painter has served as a director of the Company since July 2023. Mr. Painter has served as the Chief Financial Officer and Chief Operating Officer of Wisk Aero, an aerospace company, since April 2022. Prior to becoming the Chief Financial Officer of Wisk Aero, Mr. Painter served as a Senior Advisor and acting Chief Financial Officer of Surf Air Global Limited, a subsidiary of the Company, from August 2020 to April 2022. From January 2018 to October 2019, Mr. Painter served as Chief Financial Officer of Fair Financial Corporation. Mr. Painter served as the Chief Financial Officer of Solazyme (formerly Nasdaq: TVIA) from September 2007 through October 2014 and expanded his role to include Chief Financial Officer and Chief Operating Officer from October 2014 through October 2017. In August 2017, Solazyme, which had been re-named TerraVia Holdings, Inc., was acquired in a sale process conducted under Section 363 of the U.S. Bankruptcy Code. Prior to Solazyme, Mr. Painter served as Corporate Treasurer and VP of Finance and Investor Relations for Wind River Systems from September 2000 through April 2007. Earlier in his career, Mr. Painter held various finance roles at Cars Direct and Gap Inc. Mr. Painter holds a B.S. in business with concentration in finance from California Polytechnic University, San Luis Obispo. | | | KEY ATTRIBUTES | | | Mr. Painter is qualified to serve on the Board based on his extensive corporate finance and operational experience. |
Nominees for Election as Class C Directors at the Annual Meeting
| SUDHIN SHAHANI | | | Class C Age: 43 Director Since: 2023 | POSITION AND BUSINESS EXPERIENCE | | | Sudhin Shahani has served as a director of the Company since July 2023. Mr. Shahani is the co-founder and served as the Chief Executive Officer of Surf Air Global Limited, a subsidiary of the Company, from 2013 to July 2023. Mr. Shahani has served as a managing director of FutureCorp, a newly-formed capital investment platform focused on investing across the space industry, since March 2026. Mr. Shahani has also served as a director of FutureCorp Space Acquisition 1, a blank check company, since March 2026 and as the chairman of its board of directors since April 2026. Previously, Mr. Shahani was an Entrepreneur in Residence at Anthem Ventures, an early-stage venture capital firm, where he worked with a number of portfolio companies, led investments, and served on the board of Madefire Inc. from July 2013 to December 2018 and Panna from March 2012 to April 2019 (until each of their respective sales to Discovery Networks). Prior to his role at Anthem Ventures, Mr. Shahani co-founded Musicane, a digital music and social shopping network from 2004 to 2009. Mr. Shahani holds a B.S. with honors in Business Administration & Entrepreneurship from Babson College. | | | KEY ATTRIBUTES | | | Mr. Shahani is qualified to serve as a member of the Board based on his extensive experience in business strategy and management. |
Nominees for Election as Class C Directors at the Annual Meeting
| Surf Air Mobility Inc. | 4 | 2026 Proxy Statement |
Continuing Directors
Continuing Directors
Continuing Directors
| Shawn Pelsinger | | | Class A Age: 42 Director Since: 2025 | POSITION AND BUSINESS EXPERIENCE | | | Shawn Pelsinger has served as a director of the Company since October 2025, and following the Annual Meeting, will serve as Chairman of the Board. Mr. Pelsinger has served as Chief Legal Officer and Chief Administrative Officer of Acrisure, LLC, a global fintech provider of solutions across insurance, reinsurance, payroll, benefits, cybersecurity, and real estate services, since April 2025. Prior to joining Acrisure, Mr. Pelsinger was the Global Head of Corporate Development & Senior Counsel of Palantir Technologies Inc., a software company, from March 2015 to April 2025. Mr. Pelsinger previously served as a member of the boards of directors of two Palantir Technologies subsidiaries, Palantir Technologies Japan, K.K., from July 2024 to March 2026, and Palantir, Korea, LLC, from September 2022 to May 2026. Mr. Pelsinger has also served on the boards of directors of Acrisure Re Holdings Limited since August 2025 and Acrisure International Holdings Limited since October 2025, and as a director of FutureCorp Space Acquisition 1 (NYSE: FTRA), a blank check company, since June 2026. Since January 2015 Mr. Pelsinger has served as a Lecturer at Law at Columbia University Law School where he designed and teaches the “Technology and Venture Capital Law” seminar. Mr. Pelsinger received his L.L.M and J.D. from the New York University School of Law and his B.A. from the Schreyer Honors College at Pennsylvania State University. | | | KEY ATTRIBUTES | | | Mr. Pelsinger is qualified to serve on the Board based on his expertise in enterprise software, operational leadership and corporate governance. |
Continuing Directors
| DAVID ANDERMAN | | | Class B Age: 57 Director Since: 2024 | POSITION AND BUSINESS EXPERIENCE | | | David Anderman has served as a director of the Company since December 2024, having previously served as Chief Legal Officer of the Company from June 2023 to May 2024. Mr. Anderman has served as President of Proxima Centauri, LLC, a business advisory firm, advising venture funds on strategy and operations, since 2014. Mr. Anderman has served as the Co-Founder and General Partner of Stellar Ventures, a venture fund investing in the next generation of space entrepreneurs, since July 2021. Mr. Anderman has also served as a director of FutureCorp Space Acquisition 1 (NYSE: FTRA), a blank check company, since June 2026. Mr. Anderman was General Counsel of Space Exploration Technologies Corp. (d/b/a SpaceX), a space technology company, from June 2019 to December 2020, during which time he supported the launch of satellite internet network Starlink and aided the SpaceX launch of NASA astronauts to the International Space Station. Mr. Anderman served 16 years at Lucasfilm Ltd., starting as a junior lawyer and rising through the ranks to become General Counsel and Chief Operating Officer. He has held C-level positions at a series of technology startups. Mr. Anderman began his career as an intellectual property litigator in Silicon Valley. Mr. Anderman received his J.D. from the University of Pennsylvania Carey Law School and his B.A. at the University of Pennsylvania. | | | KEY ATTRIBUTES | | | Mr. Anderman is qualified to serve on the Board based on his on his extensive business experience and industry knowledge. |
Continuing Directors
| JOHN D’AGOSTINO | | | Class B Age: 51 Director Since: 2023 | POSITION AND BUSINESS EXPERIENCE | | | John D’Agostino has served as a director of the Company since July 2023. Mr. D’Agostino has served as Senior Advisor at Coinbase Institutional, a digital currency asset manager, since June 2021. Prior to his role at Coinbase Institutional, Mr. D’Agostino was the US Managing Director at Waystone Governance, a provider of institutional governance, risk and compliance services to the asset management industry, from May 2015 to September 2021. From May 2017 to December 2021, Mr. D’Agostino served as a director of Blockmate Ventures Inc. (f/k/a Midpoint Holdings Ltd.), a financial technology company. In 2021, Mr. D’Agostino was named Fellow of the AIF Institute Financial Innovation Center of Excellence. Mr. D’Agostino received his MBA from Harvard Business School, and his B.A. from Williams College. | | | KEY ATTRIBUTES | | | Mr. D’Agostino is qualified to serve on the Board based on his extensive corporate finance and operational leadership. |
Continuing Directors
| Surf Air Mobility Inc. | 5 | 2026 Proxy Statement |
Continuing Directors
| BRUCE HACK | | | Class A Age: 77 Director Since: 2023 | POSITION AND BUSINESS EXPERIENCE | | | Bruce Hack has served as a director of the Company since July 2023. Mr. Hack has served as the founder and Chief Executive Officer of BLH Venture, LLC, a strategic and financial advisory firm, since 2010. Prior to founding BLH Venture, LLC, Mr. Hack served as an Executive Vice Chairman of Activision Blizzard from 2008 to 2009 and Chief Executive Officer of Vivendi Games from 2004 to 2008. Mr. Hack also served as Vice-Chairman of the board of directors for Universal Music Group, Inc. from 1998 to 2001 and Chief Financial Officer of Universal Studios, Inc. from 1995 to 1998. In addition, Mr. Hack served as the Executive Chairman of PowerUP Acquisition Corporation from January 2021 to August 2023, was previously a director then Chairman of the board of directors of Technicolor, Inc. from 2010 to 2019, and served as director of Mimedx Group, Inc. from 2010 to 2019. Mr. Hack received his B.A. from Cornell University and his M.B.A from the University of Chicago. | | | KEY ATTRIBUTES | | | Mr. Hack is qualified to serve on the Board based on his operational and financial expertise and public company board experience. |
Continuing Directors
| EDWARD MADY | | | Class B Age: 73 Director Since: 2023 | POSITION AND BUSINESS EXPERIENCE | | | Edward Mady has served as a director of the Company since July 2023. Mr. Mady served as Senior Advisor and Advisory Board Member to Surf Air Global Limited, a subsidiary of the Company, from January 2017 to July 2023. Mr. Mady has served as President and Chief Operating Officer of The Masterpiece Collection Ltd., a luxury hospitality company, since December 2023. Mr. Mady served as General Manager of The Beverly Hills Hotel and Regional Director for Dorchester Collection, a luxury hotel operator, also overseeing Hotel Bel-Air from July 2011 to February 2022. Prior to that role, Mr. Mady worked as the General Manager at the New York Palace from June 2009 to June 2011. Prior to that role, Mr. Mady worked at The Ritz-Carlton Hotel Company as a Vice President and Area General Manager from November 1988 to May 2009. Mr. Mady has also served as the Principal to Edward Mady LLC, a consultancy serving leaders of travel-based organizations including hospitality and aviation brands, since December 2016. Mr. Mady studied Hotel Restaurant Management at St. Clair College. | | | KEY ATTRIBUTES | | | Mr. Mady is qualified to serve on the Board based on his extensive management and client hospitality experience. |
VOTE
VOTE
The Board of Directors recommends a vote “FOR ALL” of the director nominees. Unless
The Board of Directors recommends a vote “FOR ALL” of the director nominees. Unless otherwise instructed, the proxy holders will vote the proxies received by them “FOR ALL” the director nominees.
The Board of Directors recommends a vote “FOR ALL” of the director nominees. Unless
| Surf Air Mobility Inc. | 6 | 2026 Proxy Statement |
The Board of Directors recommends a vote “FOR ALL” of the director nominees. Unless
Corporate Governance
Compensation Committee
| Committee Members | Primary Responsibilities | Number of Meetings in 2025 | | Carl Albert (Chair) Bruce Hack Edward Mady | • Retaining compensation consultants and outside counsel, experts, and other advisors. • Overseeing the Company’s overall compensation structure, policies, programs and arrangements. • Reviewing and approving, or recommending that our Board approve, the compensation of our executive officers. • Perform such duties and responsibilities as may be assigned to the Committee under the terms of any compensation or other employee benefit plan, including any incentive- compensation or equity-based plan. • Reviewing and making recommendations to the Board for CEO succession plans and reviewing with management the Company’s general management succession plans. • At least annually reviewing and discussing the relationship between risk management policies and practices, corporate strategy, and the Company’s compensation arrangements. | 4 |
Compensation Committee
The Compensation Committee may form subcommittees and delegate to its subcommittees such power and authority to the extent consistent with the Company’s charter and bylaws, applicable law, rules and regulations and the rules of the NYSE. The Compensation Committee has not delegated any of its responsibilities to subcommittees. The Compensation Committee may confer with the Board in determining the compensation for the Chief Executive Officer. In determining compensation for executive officers other than the Chief Executive Officer, the Compensation Committee considers, among other things, the recommendations of the Chief Executive Officer. Pursuant to its charter, the Compensation Committee is authorized to retain or obtain the advice of compensation consultants, outside counsel, experts or other advisors to assist in the evaluation of director and executive officer compensation or in carrying out its other responsibilities. The Compensation Committee retained Compensia, Inc. (“Compensia”) as a national compensation consultant. Compensia did not provide any services to us in 2025 other than services performed in support of the Compensation Committee. Compensia’s 2025 services included a review of our executive compensation peer group benchmarking, a review of management proposals to the Compensation Committee, and research assistance with other items, including but not limited to our bonus program and equity program designs. The Compensation Committee reviewed Compensia’s independence and completed an assessment of any potential conflicts of interest raised by Compensia’s work by considering the following six factors, as well as others it deemed relevant: (i) whether Compensia provides other services to us; (ii) the annual dollar value of fees paid to Compensia, as a percentage of Compensia’s total revenue; (iii) the policies and procedures of Compensia that are designed to prevent conflicts of interest; (iv) any business or personal relationships between Compensia consultants and members of the Compensation Committee; (v) whether any Compensia consultants own the Company’s stock and if so, how much; and (vi) any business or personal relationships between Compensia consultants or Compensia with any of our executive officers. As a result of this review, the Compensation Committee concluded that Compensia is independent and that its work does not give rise to any conflicts of interest.
Non-Employee Director Compensation
Non-Employee Director Compensation We maintain a policy for compensating our independent non-employee directors with a combination of cash and equity, with such equity awards being subject to the terms and conditions of our Amended & Restated 2023 Equity Incentive Plan (the “2023 Plan”). For 2025, Sudhin Shahani did not participate and David Anderman did not participate in the equity compensation portion of such program, and instead each received indirect compensation pursuant to advisory services agreements with the Company as described in more detail below. Mr. Anderman also received an annual cash retainer as described below.
Equity Compensation
Equity Compensation Initial Equity Grants. At the time of our direct listing in July 2023, new non-employee directors were entitled to receive an initial equity grant with a target grant date fair value of $330,000 awarded in the form of restricted stock units. On December 3, 2024, the Nominating and Governance Committee of the Board approved a reduction of the target grant date fair value of the initial equity grant by 30%, to $231,000, which was effective through December 31, 2025. In March 2026, the Board approved returning to the prior initial equity grant target date fair value of $330,000, effective January 1, 2026. Initial equity awards vest on the one-year anniversary of the date of grant subject to the non-employee director’s continued service through such date. In connection with his appointment in October 2025, Mr. Pelsinger received an initial equity grant with a target grant date value of $231,000 and, in May 2026, in order to bring the total target value of his initial equity award to $330,000 (with the number of shares determined based on the Company’s stock price at the time of his appointment in October 2025), Mr. Pelsinger received an additional equity grant with a target value of $99,000 (collectively, the “Pelsinger Initial Equity Award”). The entire Pelsinger Initial Equity Award will vest on October 8, 2026, subject to his continued service through such
Equity Compensation
| Surf Air Mobility Inc. | 14 | 2026 Proxy Statement |
Equity Compensation
date. Only the portion of the Pelsinger Initial Equity Award granted in 2025 appears as compensation in the Fiscal Year 2025 Director Compensation Table below, and the portion granted in May of 2026 will appear as compensation in the Fiscal Year 2026 Director Compensation Table in next year’s proxy statement, in each case in accordance with SEC rules. Annual Equity Grants. On the date of the 2025 Annual Meeting, each non-employee director serving in 2024 received an annual equity grant for service from the 2024 Annual Meeting to the 2025 Annual Meeting with a target grant date fair value of $165,000 awarded in the form of RSUs, which was granted and became vested on the date of grant. Although such grants were intended as compensation for service beginning in 2024, in accordance with SEC rules, such awards appear as compensation in this year’s Director Compensation Table. Also on the date of the 2025 Annual Meeting, each non-employee director then serving received an annual grant of restricted stock units with a target grant date fair value of $115,500 intended as compensation for service from the date of the 2025 Annual Meeting until the date of the 2026 Annual Meeting, which will vest in full on the earlier of the one-year anniversary of the date of grant or the day before the next annual meeting, subject to the non-employee director’s continued service through such date. In addition to an initial equity award, Mr. Pelsinger received a pro-rated annual grant for 2025 in connection with his appointment. Beginning in 2026 and in subsequent years, on or around the date of the annual meeting of stockholders, each non-employee director then serving will receive an annual grant of restricted stock units with a target grant date fair value of $265,0000. The annual equity awards vest in full on the earlier of the one-year anniversary of the date of grant or the day before the next annual meeting, subject to the non-employee director’s continued service through such date.
Director Compensation Table - Fiscal 2025
Director Compensation Table - Fiscal 2025 The following table sets forth information regarding the compensation received by each of our non-employee directors serving during the year ended December 31, 2025. Sudhin Shahani and David Anderman each received indirect compensation pursuant to advisory services agreements with the Company and in accordance with SEC rules, each of their indirect compensation for the year is included in the table below and the terms of their advisory services agreements are described further below in “Transactions with Related Persons”:
Director Compensation Table - Fiscal 2025
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Option Awards ($) | All Other Compensation ($) | Total ($) | | Carl Albert | 117,000 | 329,341 | — | — | 446,341 | | David Anderman | 35,000 | — | — | 247,942(2) | 282,942 | | Tyrone Bland(3) | 23,333 | 329,341 | — | — | 352,675 | | John D’Agostino | 67,500 | 329,341 | — | — | 396,841 | | Bruce Hack | 57,500 | 329,341 | — | — | 386,841 | | Ed Mady | 45,000 | 329,341 | — | — | 374,341 | | Tyler Painter | 35,000 | 329,341 | — | — | 364,341 | | Shawn Pelsinger(4) | 8,750 | 313,592 | | | 322,342 | | Sudhin Shahani | — | — | — | 593,752(5) | 593,752 |
Director Compensation Table - Fiscal 2025
| (1) Amounts shown in these columns represent the aggregate grant date fair value (calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 “Compensation – Stock Compensation”) of stock awards and stock options and warrants granted during the year. A description of the methodologies and assumptions we use to value equity awards and the manner in which we recognize the related expense are described in Note 15 to our consolidated financial statements. These amounts may not correspond to the actual value eventually realized by each director because the value depends on the market value of our common stock at the time the award vests or is exercised. On June 26, 2025, Messrs. Albert, Bland, D’Agostino, Hack, Mady and Painter received (a) 62,857 restricted stock units (“RSUs”) for service in 2024, which vested immediately, and (b) 33,724 RSUs as annual equity grants, which vest in full on earlier to occur of (i) June 26, 2026, and (ii) the day immediately preceding the Annual Meeting. On October 8, 2025, Mr. Pelsinger received (x) 46,667 RSUs as an initial equity grant, which vest on October 8, 2026, and (y) 16,685 RSUs as a pro rata portion of his annual equity grants, which vest on the earlier to occur of (i) June 26, 2026, and (ii) the day immediately preceding the Annual Meeting. As of December 31, 2025, Mr. Albert held 96,581 outstanding restricted stock units and 172,340 outstanding options, Mr. Anderman held 142,857 outstanding warrants (held by his company Proxima Centauri LLC, which is affiliated with Mr. Anderman), and 1,594 outstanding options, Mr. D’Agostino held 95,581 outstanding restricted stock units, Mr. Hack held 95,581 outstanding restricted stock units and 14,286 outstanding options, Mr. Mady held 96,581 outstanding restricted stock units, Mr. Painter held 96,581 outstanding restricted stock units, Mr. Pelsinger held 63,352 outstanding restricted stock units, and Mr. Shahani held 180,000 outstanding performance-based restricted stock units, and 911,544 outstanding options. |
Director Compensation Table - Fiscal 2025
| (2) The amount reported in the “All Other Compensation” column for Mr. Anderman includes $240,000 paid as part of a separate advisory services agreement with Proxima Centauri LLC, which is affiliated with Mr. Anderman. |
Director Compensation Table - Fiscal 2025
| (3) Mr. Bland resigned as a director effective August 27, 2025. |
Director Compensation Table - Fiscal 2025
| (4) Mr. Pelsinger was appointed as a director in October 2025. |
Director Compensation Table - Fiscal 2025
| (5) Of the amount reported in the “All Other Compensation” column, $450,000 represents amounts paid to SRS Ventures LLC as part of a separate advisory services agreement with SRS Ventures LLC, which is affiliated with Mr. Shahani, $118,752 for personal travel financed by the Company, and $25,000 for personal professional services provided or paid for by the Company. |
Director Compensation Table - Fiscal 2025
| Surf Air Mobility Inc. | 16 | 2026 Proxy Statement |
Summary Compensation Table - Fiscal Years 2025 and 2024
Summary Compensation Table - Fiscal Years 2025 and 2024 The following table sets forth for each of the NEOs, as applicable: (i) the dollar value of base salary and bonus earned during the years ended December 31, 2025 and 2024; (ii) the aggregate grant date fair value of stock and option awards granted during 2025 and 2024, computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718; (iii) all other compensation for 2025 and 2024; and, finally, (iv) the dollar value of total compensation for 2025 and 2024.
Summary Compensation Table - Fiscal Years 2025 and 2024
| Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Option Awards ($)(2) | All Other Compensation ($) | Total ($) | | Deanna White Chief Executive Officer | 2025 | 550,000 | 457,008 | 1,909,000(3) | — | 17,200(4) | 2,933,208 | | | 2024 | 650,000 | — | — | 324,084(5) | 10,562 | 984,646 | | Oliver Reeves Chief Financial Officer (started 1/1/2024) | 2025 | 500,000 | 430,463 | 708,000(6) | — | — | 1,638,463 | | | 2024 | 650,000 | — | 66,001(7) | 1,254,000(8) | 27,015 | 1,997,016 |
Summary Compensation Table - Fiscal Years 2025 and 2024
| (1) Represents bonuses payable pursuant to the terms of each NEO’s employment agreement as well as annual bonuses earned with respect to 2025 under the Company’s Executive Bonus Program. The Compensation Committee decided to award such bonuses in the form of fully vested shares of our common stock in lieu of cash. Such shares were granted in May 2026, with the number of shares calculated based on the 30-day average of our closing prices prior to the issuance date. |
Summary Compensation Table - Fiscal Years 2025 and 2024
| (2) Amounts shown in these columns represent the aggregate grant date fair value (calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718) of stock awards and stock options granted during the year. A description of the methodologies and assumptions we use to value equity awards and the manner in which we recognize the related expense are described in Note 18 to our consolidated financial statements, Stock-Based Compensation. These amounts may not correspond to the actual value eventually realized by each NEO because the value depends on the market value of our common stock at the time the award vests or is exercised. |
Summary Compensation Table - Fiscal Years 2025 and 2024
| (3) Ms. White was granted (i) 200,000 RSUs and 200,000 performance-based RSUs (“PSUs”) on April 10, 2025 that each vest in four equal annual installments beginning on April 10, 2026, provided, however, that vesting of the PSUs was contingent on the achievement of certain EBITDA goals with respect to fiscal year 2025 and (ii) 500,000 RSUs on December 30, 2025 (the “December 2025 RSUs”) which were fully vested as of the date of grant. With regards to the December 2025 RSUs, the Company paid the taxes owed by Ms. White in lieu of conducting a sale to cover, resulting in Ms. White actually receiving a net number of 303,250 RSUs. |
Summary Compensation Table - Fiscal Years 2025 and 2024
| (4) Amount is attributed to a 2024 car allowance for Ms. White paid in 2025. |
Summary Compensation Table - Fiscal Years 2025 and 2024
| (5) Ms. White was granted stock option awards of (i) 157,143 shares on April 3, 2024 that were contingent on stockholder approval of an increase in shares under our equity plan, which was received on June 25, 2024, and (ii) 125,151 shares on June 25, 2024. |
Summary Compensation Table - Fiscal Years 2025 and 2024
| (6) Mr. Reeves was granted 150,000 RSUs and 150,000 PSUs on April 10, 2025 that each vest in four equal annual installments beginning on April 10, 2026, provided, however, that vesting of the PSUs was contingent on the achievement of certain EBITDA goals with respect to fiscal year 2025. |
Summary Compensation Table - Fiscal Years 2025 and 2024
| (7) Mr. Reeves was granted 7,143 fully vested RSUs on January 8, 2024. |
Summary Compensation Table - Fiscal Years 2025 and 2024
| (8) Mr. Reeves was granted stock option awards of 257,143 shares on January 8, 2024 and 107,143 shares on April 3, 2024 that were contingent on stockholder approval of an increase in shares under our equity plan, which was received on June 25, 2024. |
Summary Compensation Table - Fiscal Years 2025 and 2024
| Surf Air Mobility Inc. | 19 | 2026 Proxy Statement |
Outstanding Equity Awards as of December 31, 2025
Outstanding Equity Awards as of December 31, 2025 The following table sets forth information on outstanding option and stock awards held by the named executive officers at December 31, 2025, including the number of shares underlying both exercisable and unexercisable portions of each stock option as well as the exercise price and expiration date of each outstanding option.
Outstanding Equity Awards as of December 31, 2025
| | Option Awards | | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Deanna White | 41,925 | — | — | 3.68 | 3/1/2032 | — | — | — | — | | | 41,925 | — | — | 40.08 | 11/12/2032 | — | — | — | — | | | 78,572(1) | 78,571 | — | 6.17 | 4/3/2034 | — | — | — | — | | | 41,717(2) | 83,434 | — | 2.63 | 6/25/2034 | — | — | — | — | | | — | — | — | — | — | 400,000(3) | 776,000 | — | — | | | — | — | — | — | — | — | — | — | — | | Oliver Reeves | 85,714(4) | 171,428 | — | 9.24 | 1/8/2034 | — | — | — | — | | | 53,572(1) | 53,571 | — | 6.17 | 4/3/2034 | — | — | — | — | | | | | | | | 300,000(3) | 582,000 | — | — | | | | | | | | — | — | — | — |
Outstanding Equity Awards as of December 31, 2025
| (1) 25% of these stock options were vested as of the grant date of April 3, 2024, with the remaining 75% vesting over a three-year period thereafter. |
Outstanding Equity Awards as of December 31, 2025
| (2) 25% of these stock options were vested as of the grant date of June 25, 2024, with the remaining 75% vesting over a three-year period thereafter. |
Outstanding Equity Awards as of December 31, 2025
| (3) These RSUs vest in four equal annual installments on each of April 10, 2026, April 10, 2027, April 10, 2028, and April 10, 2029. Half of the RSUs reported in this column were subject to the achievement of an EBITDA goal with respect to fiscal year 2025. |
Outstanding Equity Awards as of December 31, 2025
| (4) These stock options vest in equal installments over a three-year period measured from January 1, 2024. |