DEF 14A of New Horizon Aircraft Ltd.
Filed Nov 25, 2024 · FY20240001213900-24-101814
What happens if a director nominee is unable to stand for election?
What happens if a director nominee is unable to stand for election? If a nominee is unable to stand for election, the Board may either: • reduce the number of directors that serve on the Board; or • designate a substitute nominee. If the Board designates a substitute nominee, the proxyholders will exercise their discretion as described above and vote for the substitute nominee.
MATTERS TO BE CONSIDERED AT THE ANNUAL MEETING PROPOSAL 1 ELECTION OF DIRECTORS
MATTERS TO BE CONSIDERED AT THE ANNUAL MEETING PROPOSAL 1 ELECTION OF DIRECTORS
General
General The Board is currently composed of five directors divided into three classes with staggered three-year terms as shown below.
General
| Director Class | Directors in the Class | Annual Meeting at which Term of Office Expires | | Class I | Trisha Nomura and John Pinsent | 2024 | | Class II | Jason O’Neill and John Maris | 2025 | | Class III | Brandon Robinson | 2026 |
General
Jason O’Neill is the brother-in-law of Brandon Robinson. There are no other family relationships among any of our directors or executive officers.
Nominees for Re-Election as Class I Directors at the Annual Meeting
Nominees for Re-Election as Class I Directors at the Annual Meeting This year’s nominees for re-election to the Board as Class I directors are Trisha Nomura and John Pinsent. Ms. Nomura and Mr. Pinsent are each being nominated to serve until our 2027 annual meeting of shareholders, or until his or her successor has been duly elected and qualified or until his or her earlier death, resignation or removal. Each of the nominees is currently a member of our Board and has agreed to serve as a director if elected, and we have no reason to believe that any nominee will be unable to serve if elected.
Nominees for Re-Election as Class I Directors at the Annual Meeting
| Name | Age | Positions and Offices Held with Company | Director Since(1) | Other Public Boards(2) | | Trisha Nomura | 45 | Director | 2024 | 1(3) | | John Pinsent | 64 | Director | 2024 | 1(4) |
Nominees for Re-Election as Class I Directors at the Annual Meeting
____________ (1) Ms. Nomura was previously a director of Pono since 2023 (2) Number of other boards of directors of public companies on which the director currently serves. (3) Ms. Nomura serves on the board of directors of Pono Capital Two, Inc. (4) Mr. Pinsent serves on the board of directors of Enterprise Group, Inc. which is listed on the Toronto Stock Exchange. Below is additional information about the nominees as of the date of this proxy statement, including business experience, public company director positions held currently or at any time during the last five years and the experiences, qualifications, attributes or skills that caused our nominating and corporate governance committee and our Board to determine that he should continue to serve as one of our directors. Trisha Nomura has served as independent director and chairperson of the Audit Committee of New Horizon since the Business Combination. Ms. Nomura served as an independent director of Pono and was the chairperson of Pono’s Audit Committee prior to the Business Combination. She currently serves as an independent director of Pono Capital Two, Inc. (Nasdaq: PTWO). Since July 2018, Ms. Nomura has owned a consulting firm, Ascend Consulting, LLC. Prior to opening her own firm, Ms. Nomura worked in both public accounting and private industry. Ms. Nomura was the Chief Operating Officer of HiHR from July 2015 to December 2016, and the Vice President of Strategic Services from May 2014 to July 2015. Ms. Nomura also served as the Chief People Officer of ProService Hawaii from January 2017 to June 2018. Ms. Nomura began volunteering with the HSCPA in 2010 through the YCPA Squad, has been the Treasurer of Kaneohe Little League since 2013, and is a member of the AICPA, where she was selected to attend the Leadership Academy, has served as an at-large Council member and also served on the Association Board of Directors. Ms. Nomura is a CPA, not in public practice, and a CGMA. She is a graduate of Creighton University, where she obtained her Bachelor of Science in Business Administration in accounting, and of the University of Hawaii at Manoa, where she earned her Master of Accountancy degree. Ms. Nomura’s consulting, accounting and management skills and knowledge make her an important addition to our Board. John Pinsent has served as an independent director of New Horizon since the Business Combination. In 2004. Mr. Pinsent founded St. Arnaud Pinsent Steman Chartered Professional Accountants (“SPS”), a chartered professional accounting firm based out of Edmonton, Alberta, Canada. Before founding SPS, Mr. Pinsent worked for ten years at Ernst & Young LLP, earning his Chartered Accountants designation in 1996. From 1986 to 1994, Mr. Pinsent served as the Controller and Vice President Finance of an Alberta based international retail organization. Mr. Pinsent earned his Bachelor of Education and Bachelor of Commerce (AD) degrees at the University of Alberta, has an ICD.D designation from the Institute of Corporate Directors and became an FCPA in 2013. Mr. Pinsent serves as a board member of Enterprise Group, Inc., a Toronto Stock Exchange listed company that provides specialized equipment and services in the build out of infrastructure for energy, pipeline, and construction industries. He also sits on the board of directors of several private companies and supports numerous non-profit and philanthropic initiatives. He has experience serving as board and audit committee chairs and has extensive experience in compliance and corporate governance in the public markets. Mr. Pinsent’s experience providing accounting, audit, tax and business advisory services, along with his public company and board experience, make him an important addition to our Board. The affirmative vote of a majority of the votes cast at the Annual Meeting is required for the election of our directors. Directors are elected by a majority of the votes cast at the Annual Meeting, meaning we must receive a FOR vote from the holders of a majority of all those outstanding shares that (a) are present or represented by proxy at the Annual Meeting, and (b) are cast either affirmatively or negatively for each director to be elected. You may vote FOR or WITHHOLD on each nominee for election as director. Only votes cast FOR a nominee will be counted. Shares represented by signed proxy cards and ballots submitted via the Internet at the Annual Meeting will be voted on Proposal 1 FOR the election of Ms. Nomura and Mr. Pinsent to the Board at the Annual Meeting, unless otherwise marked on the proxy card or ballot, respectively. A broker non-vote or a properly executed proxy (or ballot) marked WITHHOLD with respect to the election of a Class I director will not be voted with respect to such director, although it will be counted for purposes of determining whether there is a quorum. The Board unanimously recommends that you vote FOR the election of Trisha Nomura and John Pinsent to the Board.
Continuing Directors Not Standing for Election at the Annual Meeting
Continuing Directors Not Standing for Election at the Annual Meeting Certain information about those directors whose terms do not expire at the Annual Meeting and who will otherwise continue to serve on the Board is furnished below, including their business experience, director positions held currently or at any time during the last five years, involvement in certain legal or administrative proceedings, if applicable, and the experiences, qualifications, attributes or skills that caused the nominating and corporate governance committee and the Board to determine that the directors should serve as one of our directors. The age of each director as of the record date is provided in the following table.
Continuing Directors Not Standing for Election at the Annual Meeting
| Name | Age | Positions and Offices Held with Company | Director Since | Other Boards(1) | | Jason O’Neill | 47 | Chief Operating Officer and Director | 2024 | None | | John Maris | 66 | Director | 2024 | None | | Brandon Robinson | 45 | Chief Executive Officer and Director | 2024 | None |
Continuing Directors Not Standing for Election at the Annual Meeting
____________ (1) Number of other boards of directors of public companies on which the director currently serves.
Class II Directors (Terms Expire in 2025)
Class II Directors (Terms Expire in 2025) Jason O’Neill has served as Chief Operating Officer and as a member of the Board of New Horizon since the Business Combination. Mr. O’Neill previously served as Horizon’s Chief Operating Officer since January 2019. Mr. O’Neill has more than 20 years of experience in senior roles scaling tech-based start-ups. Prior to joining Horizon, Mr. O’Neill worked at Centtric as the Director of Product and Strategy for 13 years. Most recently he served as the Director of Product and Data for Thoughtwire for nearly 10 years. Mr. O’Neill’s previous organizations were focused on problem solution, leveraging leading edge computer-based technologies. Mr. O’Neill attended both the University of Toronto and the University of Waterloo. Mr. O’Neill is qualified to serve on our board based on his operational experience scaling businesses, as well as his historical experience as Chief Operating Officer of Horizon. John Maris has served as an independent director of New Horizon since the Business Combination. Dr. Maris has served as the Chief Executive Officer of Advanced Aerospace Solutions, LLC (“Advanced Aerospace”), a privately held business that provides consulting services in the aerospace industry, since 2008. At Advanced Aerospace, Dr. Maris has served as the principal flight-test investigator and test pilot for NASA’s Traffic Aware Strategic Aircrew Request (TASAR) technology. Since 1995, Dr. Maris has also served as President and Chief Executive Officer of Marinvent Corporation, a company established to develop procedures and technologies to increase the efficiency and reduce the risk of aeronautical programs, including the Electronic Flight Bag (EFB) technology. Dr. Maris also founded Maris Worden Aerospace in 1986. From 1993 to 1995, Dr. Maris served as the Mobile Servicing System Control Equipment Manager for the International Space Station for the Canadian Space Agency. From 1983 to 1993, Mr. Maris was a project officer and experimental test pilot for the Canadian Department of National Defense. In 1983, Dr. Maris enlisted in the Royal Canadian Air Force and graduated from the United States Air Force Test Pilot Course at Edwards Air Force Base in California in 1989. Dr. Maris subsequently served four years as Project Officer and Experimental Test Pilot at the Aerospace Engineering Test Establishment at Cold Lake, Alberta. In 1995, holding the rank of Major, Dr. Maris retired from the Canadian Forces to devote full-time to Marinvent Corporation. Dr. Maris earned a B.Sc. in Aeronautical Engineering at the Imperial College of Science and Technology at London University in 1979, and subsequently earned a Master of Aeronautical Science degree in 1982 and a Master of Aviation Management degree in 1983, both with Distinction from Embry-Riddle Aeronautical University (ERAU) at Daytona Beach, Florida. In 2017, Dr. Maris received his Ph.D. from ERAU, earning his doctorate in Aviation Safety and Human Factors. In 2018 he was granted Affiliate Professor status at Concordia University in Montréal. Dr. Maris sits on a number of the Concordia University’s boards and is also on the Centre technologique en aérospatiale board. Dr. Maris’ vast experience in the aerospace industry, both as a pilot and entrepreneur, makes him an important addition to our Board.
Limitation of Liability and Indemnification of Directors and Officers
Limitation of Liability and Indemnification of Directors and Officers Under the BCBCA, a director of a company is jointly and severally liable to restore to the company any amount paid or distributed as a result of paying dividends, commissions and compensation, among other things, contrary to the BCBCA. A director of a company will not be found liable under the BCBCA if the director relied, in good faith, on (i) financial statements of the company represented to the director by an officer of the company or in a written report of the auditor of the company to fairly reflect the financial position of the Company, (ii) a written report of a lawyer, accountant, engineer, appraiser or other person whose profession lends credibility to a statement made by that person, (iii) a statement of fact represented to the director by an officer of the company to be correct, or (iv) any record, information or representation that the court considers provides reasonable grounds for the actions of the director, whether or not the record was forged, fraudulently made or inaccurate, or the information or representation was fraudulently made or inaccurate. Further, a director of a company is not liable under the BCBCA if the director did not know and could not reasonably have known that the act done by the director or authorized by resolution voted for or consented to by the director was contrary to the BCBCA. We have purchased and intend to maintain director and officer liability insurance to cover liabilities our directors and officers may incur in connection with their services to the Company, including matters arising under the Securities Act. Our Articles provide that, subject to the BCBCA, we must indemnify all current, former or alternate directors, and such person’s heirs and legal personal representatives against all eligible penalties to which such person is or may be liable, and we must, after the final disposition of an eligible proceeding, pay the expenses actually and reasonably incurred by such person in respect of that proceeding. Each director and alternate director is deemed to have contracted with us on the terms of indemnity contained in our Articles. In addition, we may indemnify any other person in accordance with the BCBCA. There is no pending litigation or proceeding involving any of our directors, officers, employees or agents in which indemnification will be required or permitted. We are not aware of any threatened litigation or proceedings that may result in a claim for such indemnification. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, executive officers or persons controlling the combined company, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
Director Compensation
Director Compensation Decisions regarding the compensation to be paid to the members of our Board, if any, are determined and/or ratified by the Board with recommendations given by the Compensation Committee. Non-employee directors are compensated with a combination of cash and shares. Additionally, we provide reimbursement to our non-employee directors for their reasonable expenses incurred in attending meetings of our Board and its committees. Directors may also receive equity awards from time to time. The directors who also serve as an employee of the Company do not receive additional compensation for their service as a director.
Director Compensation Table for Year Ended May 31, 2024
Director Compensation Table for Year Ended May 31, 2024 The following table sets forth information regarding compensation earned during the fiscal year ended May 31, 2024 by each of our non-employee directors who served as a director of the Company during that time, which consists of cash retainers and stock awards:
Director Compensation Table for Year Ended May 31, 2024
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) | | Trisha Nomura | 12,500(1) | 12,500(1) | — | 25,000(1) | | John Maris | 10,000(2) | 10,000(2) | — | 20,000(2) | | Joh Pinsent | 10,000(2) | 10,000(2) | — | 20,000(2) |
Director Compensation Table for Year Ended May 31, 2024
(1) Expressed in USD $. (2) Expressed in CAD $.
Compensation Committee
Compensation Committee The Compensation Committee of the Board is comprised of three non-employee members of the Board. The Compensation Committee reviews the performance of our management in achieving corporate objectives and aims to ensure that the executive officers are compensated effectively in a manner consistent with our compensation philosophy and competitive practice. In fulfilling this responsibility, the Compensation Committee annually reviews the performance of each executive officer. Our Chief Executive Officer, as the manager of the executive team, assesses our executive officers’ contributions to the corporate goals and makes a recommendation to the Compensation Committee with respect to any merit increase in salary, cash bonus and equity award for each member of the executive team other than himself. The Compensation Committee meets with the Chief Executive Officer to evaluate, discuss and modify or approve these recommendations. The Compensation Committee also conducts a similar evaluation of the Chief Executive Officer’s contributions when the Chief Executive Officer is not present, and determines any increase in salary, cash bonus and equity award.
2024 Summary Compensation Table
2024 Summary Compensation Table The following table summarizes the compensation that we paid to our Chief Executive Officer and each of our two other most highly compensated executive officers during the years ended May 31, 2024 and 2023. We refer to these executive officers in this proxy statement as our “named executive officers.”
2024 Summary Compensation Table
| Name and Position | Year | Salary ($CAD) | Bonus ($) | Stock Awards ($) | Option Awards ($CAD)(1) | Non-Equity Incentive Plan Compensation ($CAD) | Non-qualified Deferred Compensation Earnings ($CAD) | All Other Compensation ($CAD) | Total ($CAD) | | Brandon Robinson, | 2024 | 270,985 | — | — | — | — | — | — | 270,985 | | Chief Executive Officer(2) | 2023 | 200,384 | — | — | 34,699 | — | — | — | 235,083 | | Jason O’Neill, | 2024 | 212,029 | — | — | — | — | — | — | 212,029 | | Chief Operating Officer(2) | 2023 | 168,346 | — | — | 35,435 | — | — | — | 203,781 | | Brian Merker, | 2024 | 129,108 | — | — | 59,127 | — | — | — | 188,235 | | Chief Financial Officer(3)(4) | | | | | | | | | |
2024 Summary Compensation Table
____________ (1) Options vest and become exercisable in three equal installments over a 3-year period. (2) Option grants valued using a Black-Scholes method with a strike price equal to $CAD0.76, vest in three equal installments over a 3-year period, have a risk-free rate of 2.80% and an annualized volatility of 85%. (3) Option grants valued using a Black-Scholes method with a strike price equal to fair market value at $USD0.85, vest in three equal installments over a 3-year period, have a risk-free rate of 4.51% and an annualized volatility of 76%. (4) Executive compensation information for the year ended May 31, 2023 is not provided, as the individual was not a named executive officer for that period.
Outstanding Equity Awards as of May 31, 2024
Outstanding Equity Awards as of May 31, 2024 The following table sets forth information regarding outstanding option awards held by the named executive officers as of May 31, 2024. The applicable vesting provisions are described in the footnote following the table.
Outstanding Equity Awards as of May 31, 2024
| Option Awards | | | | | Stock Awards | | | | | | Name (a) | Number of securities underlying unexercised options (#) exercisable (b) | Number of securities underlying unexercised options (#) unexercisable (c) | Equity incentive plan awards: Number of securities underlying unexercised unearned options (#) (d) | Option exercise price (USD$) (e) | Option expiration date (f) | Number of shares or units of stock that have not vested (#) (g) | Market value of shares or units of stock that have not vested ($) (h) | Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#) (i) | Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($) (j) | | Brandon Robinson(1) | 95,476 | 47,737 | — | $0.55 | August 2, 2032 | — | — | — | — | | Jason O’Neill(1) | 97,502 | 48,750 | — | $0.55 | August 2, 2032 | — | — | — | — | | Brian Merker(1) | — | 100,000 | — | $0.85 | May 30, 2034 | — | — | — | — |
Outstanding Equity Awards as of May 31, 2024
____________ (1) Stock options were granted a $CAD0.76 per share and converted for purposes of this table at the May 31, 2024 foreign exchange rate of USD $1.00 to CAD $1.36. Options vest in equal tranches on the anniversary date of the option issuance over a period of 3 years.