DEF 14A of Eve Holding, Inc., Apr 9, 2026

DEF 14A of Eve Holding, Inc.

Filed Apr 9, 2026 · FY20250001554855-26-000569

Open on EDGAR

  1. PROPOSAL 1 – ELECTION OF DIRECTORS

    PROPOSAL 1 – ELECTION OF DIRECTORS Our board of directors currently consists of seven members. In accordance with our second amended and restated certificate of incorporation (“Certificate of Incorporation”), our board of directors is divided into three classes with staggered three-year terms. Only one class of directors is elected at each annual meeting of stockholders, with the other classes continuing for the remainder of their respective three-year terms. Our board of directors is designated as follows:  The Class I directors are Sergio Pedreiro and Uallace Moreira Lima, and their terms will expire at the Annual Meeting;  The Class II directors are Marion Clifton Blakey and Paul Eremenko, and their terms will expire at the 2027 annual meeting of stockholders; and  The Class III directors are Luis Carlos Affonso, Michael Amalfitano and Gerard J. DeMuro, and their terms will expire at the 2028 annual meeting of stockholders. At each annual meeting of stockholders, upon the expiration of the term of a class of directors, each director in the class, or the successor to each such director in the class, is elected to serve from the time of election and qualification until the third annual meeting following his or her election and until his or her successor is duly elected and qualified, in accordance with our Certificate of Incorporation. Any increase or decrease in the number of directors are distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. Our board of directors is responsible for nominating director candidates for election by stockholders to the board and for filling vacancies arising between annual meetings. The board of directors is responsible for identifying, screening and recommending candidates to the board of directors for membership. When formulating its board membership recommendations, the board of directors also considers recommendations from stockholders and others as it deems appropriate. The board of directors periodically reviews the criteria for membership on the board and the skills and characteristics required of board members. As set forth in our Corporate Governance Guidelines, among the qualifications considered in the selection of director candidates, the board considers, among others, experience, skills, expertise, personal and professional integrity, character, business judgment, time availability in light of other commitments, dedication, potential conflicts of interest and such other relevant factors that the board considers appropriate in the context of the needs of the board of directors. The board of directors evaluates director nominees in the same manner whether a stockholder or the board has recommended the candidate.

  2. Class I Director Nominees for Election – Term Expiring 2029

    Class I Director Nominees for Election – Term Expiring 2029 The current term of the Class I directors will expire at the Annual Meeting. Our board of directors nominated each of Sergio Pedreiro and Uallace Moreira Lima for election at the Annual Meeting as a Class I director to hold office until the annual meeting of stockholders to be held in 2029 and until his successor is duly elected and qualified or until his earlier death, resignation, disqualification, or removal. The nominees have consented to serve a term as Class I directors if elected. Should any of the nominees become unable to serve for any reason prior to the Annual Meeting, subject to the terms of the Stockholders Agreement (as defined herein), the board of directors may designate a substitute nominee, in which event the persons named in the enclosed proxy will vote for the election of such substitute nominee. See “Certain Relationships and Related Person Transactions – Stockholders Agreement” for additional information regarding the Stockholders Agreement. Set forth below are biographies of each of the Class I directors standing for election at the Annual Meeting:

  3. Sergio Pedreiro

    Sergio Pedreiro Sergio Pedreiro, 60, has served on the Board since 2022. Mr Pedreiro has more than 20 years of experience in international finance and business administration across a diverse array of industries, and since August 2025 serves as EVP FP&A at QXO, Inc. Mr. Pedreiro is the former Chief Operating Officer of Revlon, Inc. (“Revlon”), a position he held from January 2020 until November 2020. Before joining Revlon, Mr. Pedreiro was the Chief Executive Officer of Estre Ambiental Inc., a leading waste management company in Latin America, from May 2015 to December 2019. From April 2014 to December 2018, Mr. Pedreiro was an associate partner of BTG Pactual in the Private Equity group. Before joining BTG Pactual, Mr. Pedreiro was the Chief Financial Officer of Coty Inc. (NYSE: COTY), the global beauty company with $5 billion in yearly revenues. Mr. Pedreiro was Coty’s Chief Financial Officer from February of 2009 to March of 2014 and led the company’s initial public offering in mid-2013 which raised approximately $1 billion in proceeds. From January 2002 to December 2008, Mr. Pedreiro was the Chief Financial Officer of America Latina Logística SA, which listed on the Brazilian stock exchange (B3) in 2004 to become the largest publicly traded cargo railroad in Brazil. From 2016 to 2017, Mr. Pedreiro served on the board of directors of Advanced Disposal Inc., a U.S.-based waste management company with $1.4 billion in yearly revenues which conducted its initial public offering during Mr. Pedreiro’s time on the board. Mr. Pedreiro began his career as a business consultant at McKinsey & Company in Brazil. Mr. Pedreiro received his B.S. in Aeronautical Engineering from Instituto Tecnológico de Aeronáutica in Brazil, and also holds an M.B.A. degree from Stanford University. Mr. Pedreiro brings to the board extensive experience in international finance and business administration, which includes leadership positions as a senior executive and board member of various publicly traded companies.

  4. Uallace Moreira Lima

    Uallace Moreira Lima Uallace Moreira Lima, 47, has served on the Board since February 2026. Mr. Lima currently serves as Secretary of Industrial Development, Innovation, Trade, and Services at Brazil’s Ministry of Development, Industry, Trade, and Services (MDIC), and as Executive Secretary of the National Council for Industrial Development (CNDI). He also serves as Advisor to the Board of Directors of the National Bank for Economic and Social Development (BNDES) and as an Adjunct Professor at the Faculty of Economics of the Federal University of Bahia. Mr. Lima is an economist with extensive experience in economic development, industrial policy, innovation, and international economics. He has served as a consultant to institutions including the Inter-American Development Bank (IDB), the United Nations Economic Commission for Latin America and the Caribbean (ECLAC), and the Center for Strategic Studies and Management (CGEE), and as a visiting researcher or professor at institutions such as Seoul National University, the Korea Institute for International Economic Policy (KIEP), and Brazil’s Institute of Applied Economic Research (IPEA). Mr. Lima holds a PhD and a Master’s degree in Economic Development from the State University of Campinas (UNICAMP) and a Bachelor’s degree in Economics from the Federal University of Bahia. Mr. Lima brings to the Board deep expertise in industrial strategy, innovation policy, and public-sector governance.

  5. Required Vote

    Required Vote Each director will be elected by a plurality of the votes cast. Votes withheld and broker non-votes will have no effect on this proposal. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR EACH OF THE ABOVE NOMINEES FOR ELECTION AS CLASS I DIRECTORS TO THE BOARD.

  6. Class II and III Directors Continuing in Office

    Class II and III Directors Continuing in Office Set forth below are biographies of the other directors continuing in office:

  7. Paul Eremenko

    Paul Eremenko Paul Eremenko, 46, has served on the Board since 2022. Mr. Eremenko is currently the CEO of P-1 AI, Inc., a position he has held since the company’s founding in 2024. He also serves as an advisor to New Vista Capital since 2021 and a member of the investment committee of Alloy Group Inc. since 2024. Prior to co-founding P-1 AI, Mr. Eremenko was Chairman & CEO of Universal Hydrogen Co. Prior to that, he was Senior Vice President and Chief Technology Officer of United Technologies Corporation from 2018 to 2019. Before that, Mr. Eremenko was Chief Technology Officer of Airbus SE (“Airbus”). Mr. Eremenko joined Airbus as the founding CEO of Acubed in 2015, its Silicon Valley innovation center, and also served on the investment committee of Airbus Ventures. While at Airbus, Mr. Eremenko was Chairman of APWORKS GmbH, an aerospace additive manufacturing company. From 2013 to 2015, Mr. Eremenko served as Director of Engineering at Google’s Advanced Technology and Projects organization, and prior to that at Motorola Mobility. Before Motorola and Google, Mr. Eremenko was at DARPA, the Defense Advanced Research Projects Agency, first as a Program Manager, and later as the Deputy Director and Acting Director of the Tactical Technology Office, the agency’s large systems and platforms office. For his work at DARPA, Mr. Eremenko was awarded the Distinguished Public Service Medal by the Office of the Secretary of Defense. Mr. Eremenko earned his undergraduate and Master’s degrees in aeronautics from Massachusetts Institute of Technology (MIT) and California Institute of Technology (Caltech), respectively. Mr. Eremenko also holds a J.D. from Georgetown University and is a private pilot. Mr. Eremenko brings to the board extensive experience in the aerospace manufacturing and engineering industries, as well as executive leadership experience in the aerospace industry.

  8. Marion Clifton Blakey

    Marion Clifton Blakey Marion C. Blakey, 77, has served on the Board since 2022. Ms. Blakey currently serves as a non-executive director for several corporations and organizations, having retired from Rolls-Royce North America Inc. (RRNA) in 2018 as President and Chief Executive Officer. In this role, Ms. Blakey also served as Chairman of the Board of Rolls-Royce North America Holdings Inc. In her three years at Rolls-Royce, she helped shepherd a major investment in the Indianapolis site, oversaw the opening of a new California R&T facility while streamlining Rolls-Royce North America operations and creating an environment conducive to growing the Rolls-Royce business base. Prior to joining Rolls-Royce, Ms. Blakey was President and Chief Executive Officer of the Aerospace Industries Association (AIA) for eight years, representing more than 270 member companies. From 2002 to 2007, Ms. Blakey was Administrator of the Federal Aviation Administration (FAA) where she operated the world’s largest air traffic control system and managed 44,000 employees and a $14 billion budget. Prior to 2002, she held several senior positions including Chairman of the National Transportation Safety Board (NTSB) and Administrator of the U.S. Department of Transportation’s National Highway Traffic Safety Administration (NHTSA), as well as ran her own consulting firm focusing on transportation and infrastructure issues. Ms. Blakey’s board positions include: director Sun Country Airlines, former director Aerojet Rocketdyne, former director of New Vista Acquisition Corporation (Nasdaq: NVSA); former Trustee of Noblis, a science, technology and strategy organization, where she served as Chairman until 2020; former member of the National Air and Space Museum’s Advisory Board, where she chaired the Advancement Committee; and member of the advisory boards of Radia, Inc.; and Sunrise Transportation Holdings. She recently served on the Board of Alaska Airlines Group (NYSE: ALK); Cobham plc, Aireon, and NASA’s National Advisory Council. Ms. Blakey has received numerous honorary degrees and awards, including the National Aeronautic Association’s 2011 Henderson Trophy, Aviation Week & Space Technology’s 2013 Laureate Award, and the National Aeronautic Association’s 2013 Wright Brothers Memorial Trophy, and most recently, the Carol B. Hallett Award from the U. S. Chamber of Commerce and the L.Welch Pogue Award from Aviation Week and Space Technology and the International Aviation Club. Ms. Blakey received her bachelor’s degree with honors in international studies from Mary Washington College of the University of Virginia and has completed graduate work at Johns Hopkins University, School of Advanced International Studies. Ms. Blakey brings to the board extensive executive leadership experience, expertise with respect to aviation regulation and air traffic management and experience serving on the boards of directors of several companies.

  9. Luis Carlos Affonso

    Luis Carlos Affonso Luis Carlos Affonso, 65, has served on the Board since 2022. Mr. Affonso, joined Embraer S.A.(“Embraer”) 43 years ago as an aeronautical engineer, in January 1983, and currently leads the Embraer Engineering and Technology Development for Commercial, Executive, Defense and Services Business Units. In 1995, after serving in different positions with increasing responsibilities, he became Embraer’s Vice President of Engineering and Chief Engineer at age 34. Since then, in different roles, he led the launch and development of all civilian – commercial and executive – Embraer new airplane platforms. As Engineering Vice President, he was in charge of the ERJ145 Regional Jet development and certification, which happened on time in 1996, and allowed for the company turnaround after privatization. Mr. Affonso also led the creation of the Program Management function at Embraer as currently constituted, which is today considered one of Embraer’s main competitive advantages. Consequently, in 1997 he became the first head of the newly created Program Management organization and was the reporting person for all such Program Directors. Mr. Affonso also served the E-Jets Program Vice President since its inception until entry into service in 2004 and 2005, strongly advancing Embraer’s position in the airline market. The EJets are the most successful Embraer product to date and one of the most successful commercial airplanes in aviation history. Mr. Affonso was President and CEO of Embraer Executive Jets from 2005 to 2011, in which he was responsible for developing the program as an independent business segment within Embraer, including by overseeing the development of business and product strategies, as well as marketing, sales and customer support initiatives for the segment. Embraer significantly expanded in this market under Mr. Affonso’s leadership, including the launch of six new products—Phenoms 100/300, Legacy 450/500/650 and Lineage 1000—creating a worldwide sales and service support network and increasing sales revenues from US$250 million to US$1.250 billion. From 2011 to 2017, Mr. Affonso served as Chief Operating Officer (COO) of Embraer’s Commercial Aviation business, leading current and future programs including market intelligence, customer support and services, as well as overseeing the final manufacturing assembly line and the development of the successful E-Jets Second Generation (E2) airplanes. During his tenure as COO of Commercial Aviation, the presence and results of customer support and services for this segment significantly expanded. In 2019, the Project Management Institute named the E-Jets E2 project that Mr. Affonso oversaw as the 2019 Project of the Year. From 2017 to 2020, Mr. Affonso was Senior Vice President of Corporate Strategy, Innovation and Digital Transformation at Embraer. During this period, EmbraerX, a company dedicated to disruptive innovation, was founded, ultimately leading to the conceptualization and creation of EVE UAM, LLC. Mr. Affonso also created Embraer’s innovation and strategic governance system, which focuses on developing strategies that aim to drive and manage innovation across the company. This program helped to create the strategies that are fueling Embraer’s turnaround after the COVID-19 pandemic. Mr. Affonso was a member of the board of directors of Brazilian General Aviation Association, the General Aviation Manufactures Association in the US, OGMA - Industria Aeronautica de Portugal and EmbraerPrev, the Embraer employees’ pension fund. Mr. Affonso formerly served as a board member of Atech – Negócios em Tecnologias S.A. (“Atech”), a company dedicated to the development of Air Traffic Management systems, as well as a member of the Innovation Committee at Vale SA (NYSE: VALE), one of the biggest mining companies in the world. Mr. Affonso is also a member of the Superior Board of Directors of ANPEI, National Association of Innovative Companies Research and Development, an organization devoted to fostering innovation in the aerospace industry. Mr. Affonso has a master’s degree in international business administration from Fundação Instituto de Administração (FIA) and graduated from the aeronautical engineering program at Instituto Tecnológico de Aeronáutica (ITA), in São José dos Campos, Brazil. Mr. Affonso has also completed executive programs in management and strategy at the University of Michigan Ross School of Business and MIT Sloan School of Management. Mr. Affonso brings to the board extensive experience in the aviation industry and in growing and developing new and existing businesses.

  10. Michael Amalfitano

    Michael Amalfitano Michael Amalfitano, 65, has served on the Board since 2022. Mr. Amalfitano has served as the President and CEO of Embraer Executive Jets since 2017, leading the company’s global business with annual revenues in excess of $2.25 billion and an active fleet of more than 2,000 aircraft with over 1,350 customers worldwide. A long-standing industry veteran, Amalfitano has 44+ years of executive leadership experience in business aviation and financial services. He is also the President & CEO of Embraer Aircraft Holdings, Inc. (EAH), and a voting member of the Embraer SA Executive Leadership Management Board. Prior to joining Embraer, Amalfitano led as Executive Vice President, Senior Managing Director of Business Aviation at Stonebriar Commercial Finance. Amalfitano also led as Managing Director, Executive Head of Global Corporate Aircraft Finance at Bank of America Merrill Lynch for over 22 years, following a decade-long tenure in sales management at GE Capital. Amalfitano serves as a public member of the Board of Directors of Eve Holding, Inc. (EVE), a NYSE listed company (EVEX) in Advanced Air Mobility (AAM), and as a public member of the Board of Directors of Innventure, Inc. (INV), a NASDAQ listed company in technology commercialization. He is the Past Chairman of the General Aviation Manufacturer’s Association (GAMA) and currently serves on their Executive, Finance, Investment, and Strategic Committees, following his previous role as Chairman of the Communications Committee. Additionally, Amalfitano is the Immediate Past Chairman of the National Business Aviation Association (NBAA) Advisory Council, served as a member of the NBAA Board of Directors, and is currently a member of the Advisory Council and Leadership Council. Further, he is a member of the Board of Trustees at Embry-Riddle Aeronautical University (ERAU) and serves on their Finance and Investment Committees. He also serves as a Board Member of Corporate Angel Network (CAN). Past board positions include former four-term OEM President representative for the International Aircraft Dealers Association (IADA), Chairman of the Associate Members Advisory Council for the National Aircraft Resellers Association (NARA), and two-term President of the National Aircraft Finance Association (NAFA). Amalfitano graduated with a B.A. in Economics and a Master’s in Financial Management from Fairfield University in Fairfield, Connecticut. He has written numerous articles for aviation industry publications and is an active speaker and panelist at business aviation summits, forums, virtual podcasts & webinars, and thought leadership conferences throughout the industry.

  11. Gerard J. DeMuro

    Gerard J. DeMuro Jerry DeMuro, 70, has served on the Board since 2023. Mr. DeMuro currently serves as Board member. He joined the company in September 2021 as Co-Chief Executive Officer, a position held until October 2023, and was instrumental in Eve's SPAC transaction, taking the company to a very successful NYSE listing that raised approximately $400 million from multiple strategic financial investors. Through his prior roles he brings extensive experience in transforming businesses into global, Tier-1 enterprises by effectively developing new products/services, expanding into adjacent markets and scaling operational processes. Mr. DeMuro previously served as President and CEO of BAE Systems, Inc., where he was responsible for the leadership and governance of one of the largest U.S. aerospace and defense contractors with significant presence in the United States and markets around the world. He served as an Executive Director of the independent BAE Systems, Inc. Board of Directors and in this unique role also served as a member of the plc Board of Directors. Prior to BAE, Jerry held the position of Executive Vice President and Corporate Vice President at General Dynamics, where he directed strategic development and operational performance of the $11.7 billion Information Systems and Technology (IS&T) Group, leading 44,000 employees with 6,000 open contracts providing products and services to defense and commercial customers worldwide. He joined GD as President, C4 Systems after General Dynamics acquired GTE Government Systems. Jerry received his MBA from Fairleigh Dickinson University, and his B.A. from the University of Pittsburgh.

  12. General Information About the Board of Directors

    General Information About the Board of Directors

  13. Director Compensation

    Director Compensation Each non-employee director of the Company, excluding Messrs. Affonso, Amalfitano and Lima, receives an annual cash retainer of $60,000, payable $5,000 per month, and an annual equity grant of restricted stock units with a fair market value of $150,000 as of the date of the grant, vesting on the first anniversary of the grant. Mr. Lima’s compensation was determined based on a market study of executive compensation in Brazil conducted by the Company’s and approved by the Board. Mr. Lima has been omitted from the following table, since he was appointed to the Board after the end of our 2025 fiscal year, on January 27, 2026. Mr. Lima receives an annual cash retainer of $46,594.98, payable approximately $ 3,882.97 per month, and an annual equity grant of restricted stock units with a fair market value of $108,422.94 as of the date of the grant, vesting on the first anniversary of the grant (amounts have been converted from Brazilian reais to U.S. dollars using a conversion rate of $5.58 to $1.00, representing the average exchange rate during the year ended December 31, 2025). In addition, the Chairperson of the Audit Committee receives an additional annual cash retainer of $25,000, the Chairperson of the Compensation Committee receives an additional annual cash retainer of $20,000 and the Chairperson of the Special Committee received an additional annual cash retainer of $20,000. The following table provides the compensation paid to the non-employee directors of the Company with respect to the year ended December 31, 2025.

  14. Director Compensation

    | Name | Fees earned or paid in cash ($)(1) | Stock Awards ($)(2) | All other compensation ($) | Total ($) | | Marion Clifton Blakey | 80,000 | 166,289 | - | 246,289 | | María Cordón(3) | 22,000 | - | - | 22,000 | | Paul Eremenko | 80,000 | 166,289 | - | 246,289 | | Sergio Pedreiro | 85,000 | 166,289 | - | 251,289 | | Gerard J. DeMuro | 60,000 | 166,289 | - | 226,289 | | Luis Carlos Affonso(4) | - | - | - | - | | Michael Amalfitano(4) | - | - | - | - |

  15. Director Compensation

    | (1) Represents cash amount paid for the annual retainer and committee fees. | | (2) Under the 2022 Plan, the non-employee directors, excluding Messrs. Affonso and Amalfitano, receive an annual equity grant of restricted stock units. The amounts shown represent the grant date fair value of the awards computed in accordance with FASB ASC Topic 718, which was $3.88 per share for the restricted stock units granted to Messrs. Eremenko, Pedreiro and DeMuro and to Mses. Blakey and Cordón. The number of restricted stock units granted to Messrs. Eremenko, Pedreiro and DeMuro and to Mses. Blakey and Cordón was calculated assuming a price per share equal to $3.88, resulting in the grant of 42,858 restricted stock units. | | (3) Ms. Cordón resigned from her position as a member of the Board and any committees of the Board, including the audit committee, effective as of May 12, 2025. | | (4) Director does not receive any compensation from the Company for his service on the Board. |

  16. Compensation Philosophy and Objectives

    Compensation Philosophy and Objectives The Company’s executive compensation program is designed to attract and retain the executive leadership necessary to achieve its strategic objectives, including the certification of its eVTOL aircraft and the launch of its commercial operations, while motivating our leaders to make a long‑term commitment to the Company’s success. Consistent with this approach, the Company emphasizes long‑term performance as a key element of its compensation philosophy. Until the Company is able to certify its aircraft and commence commercial operations, it remains highly focused on preserving cash. As a result, the Company has placed a greater emphasis on equity‑based compensation, including short‑term and long‑term incentive awards with performance conditions tied to critical certification and commercialization milestones, reinforcing alignment between executive incentives and sustainable, long‑term value creation. We have designed our executive compensation program to reflect industry best practices, including the following:  Alignment with Stockholder Interests: Equity-based incentives that tie our executive compensation to long-term value creation for our stockholders.  Performance-Based Rewards: Performance goals that are designed to drive long-term value and to align with our strategic objectives such as certification, entry into services, industrialization and commercialization.  Cash Preservation: Limited use of cash-based incentives during the pre-revenue phase to preserve liquidity for strategic investments. Objectives of the Compensation Program:  Drive progress toward regulatory certification and entry into service.  Retain key talent through long-term incentive opportunities.  Promote prudent decision-making consistent with our values, safety and compliance. What the Program is Designed to Reward:  Achievement of corporate goals.  Individual contributions to strategic initiatives.  Long‑term commitment to Eve’s mission and results. Elements of Compensation and Rationale: 1. Base Salary: We provide a competitive fixed base salary to compensate all our employees, including our NEOs, to reward day-to-day deliveries. 2. Annual Cash Incentive: Our short-incentive program is designed to reward achievement of annual corporate and individual performance goals. 3. Long-Term Incentives: We maintain equity incentive programs across our workforce, including for our NEOs, to reinforce long-term alignment with stockholders and support retention and sustained performance over time. 4. Benefits: We focus on supporting employee well‑being to strengthen productivity and organizational culture, while ensuring our people practices remain competitive and aligned with local market conditions across the regions where Eve operates. How Compensation Amounts Are Determined:  Performance Metrics: Corporate performance metrics for short- and long-term incentive awards are designed to motivate achievement of corporate milestones and strategic objectives that are important to our long-term growth.  Individual Performance (Merit Cycle): Individual performance is assessed annually based on leadership, strategic contribution and execution.  Market Comparison: Our Compensation Committee reviews external market data as a market check.  Formal Approval: All proposals are discussed with the Compensation Committee and submitted to the Board of Directors for approval. Under its Charter, the Compensation Committee has the following duties and responsibilities regarding executive compensation: (i) Review at least annually the Company’s executive compensation plans in light of the Company’s goals and objectives with respect to such plans, and, if the Compensation Committee deems it appropriate, recommend that the Board of Directors adopt new, or amend existing, executive compensation plans. In 2025, the Compensation Committee did not make any specific recommendations to the Board of Directors regarding changes to the Company’s executive compensation plans. (ii) The Compensation Committee conducts annual evaluation of our CEO’s performance based on the achievement of corporate goals and the demonstration of the behavioral competencies required for the role. When determining our CEO’s base salary, short‑term, and long‑term compensation, the Compensation Committee considers the Company’s overall performance, alignment with its compensation philosophy, and market competitiveness after considering market compensation data. Based on this assessment, the Compensation Committee recommended adjustments to our CEO’s compensation for fiscal year 2025 and submitted them for approval by the Board of Directors. (iii) The CFO’s and the General Counsel’s performances are evaluated by our CEO, with the support of the Vice President of Human Resources. This assessment considers their demonstration of the behavioral competencies required for the role, as well as the achievement of corporate and individual performance objectives. Based on this evaluation and following consideration of market compensation data, the CEO, with the Vice President of Human Resources, proposes the appropriate compensation level for the other NEOs, including long‑term incentive components. These proposals are presented to the Compensation Committee, which reviewed them and subsequently submitted its recommendation to the Board of Directors for final approval.

  17. Executive Compensation – Determination Process

    Executive Compensation – Determination Process The Compensation Committee considers a variety of companies and survey data but is not limited to a specific group, when assessing the Company’s executive compensation programs. It focuses on aligning executive compensation with the Company’s objectives and stockholder value creation. With the assistance of independent compensation consultants, the Compensation Committee reviewed market and survey data which it used as a market check when evaluating executive compensation for fiscal year 2025. Korn Ferry supported the review of compensation practices and market data for Brazil, and Willis Towers Watson supported the review for the United States. Other considerations taken into account by our Compensation Committee when making executive compensation decisions include perspectives provided by the CEO and the Vice President of Human Resources (other than with respect to CEO’s own compensation), the breadth and strategic importance of the role, individual performance history and anticipated future impact, the value and vesting profile of outstanding equity awards, and an assessment of internal pay alignment, considering overall business impact and performance.

  18. Allocation Policies

    Allocation Policies The Company’s executive compensation program is structured to balance short term and long term incentives. This approach is designed to align executive performance with the Company interests and strategic objectives while incentivizing NEO retention. Consistent with this philosophy, a significant portion of executive compensation is delivered in equity. The predominant use of equity incentives reinforces a long‑term ownership mindset among executives and supports the Company’s objective of preserving cash while rewarding sustained performance. Long‑term incentives are delivered through grants of restricted stock units (“RSUs”), which may be subject to either time‑based or performance‑based vesting conditions. Time‑based RSUs vest based solely on continued service over a specified vesting period and are intended primarily to promote executive retention. Performance‑based RSUs vest based on the achievement of pre‑established performance objectives, which may include corporate performance, the achievement of strategic objectives and individual goals, as determined by the Compensation Committee. The Compensation Committee establishes and reviews these allocation principles annually to ensure an appropriate balance between short term and long term compensation and Eve’s competitiveness and provide to the Board of Directors a recommendation to any changes or to maintain the current strategy.

  19. Annual Incentive Compensation

    Annual Incentive Compensation The Company maintains an annual cash incentive program designed to motivate its NEOs and reward the achievement of short term performance objectives that support the Company’s long term business strategy. Each NEO is eligible to receive an annual cash incentive award based on the achievement of corporate performance goals and, where applicable, individual performance objectives, as determined annually by the Compensation Committee and submitted to the Board of Directors for approval. For fiscal year 2025, annual incentive opportunities were primarily tied to the achievement of corporate level performance objectives, including progress toward the Company’s strategic and operational milestones. We have omitted disclosure of the Company’s particular strategic and performance objectives and related performance goal achievement because we believe such disclosure would cause the Company substantial competitive harm by providing competitors insight into our business operations. However, our Compensation Committee has discussed and submitted for approval by our Board of Directors performance goals at definitive, rigorous, and objective levels so as to require significant effort and achievement by our executive team to be attained. Following its review of the Company’s performance against these objectives, the Compensation Committee determined, and the Board of Directors approved, that the Company achieved 99% of its established corporate goals for fiscal year 2025. CEO Incentive Structure. For our CEO, the short term incentive opportunity is based solely on the achievement of corporate performance goals. The CEO does not have an individual performance component within the annual incentive calculation. This structure reflects the Compensation Committee’s view that the CEO’s performance is most appropriately measured in relation to overall Company results and the execution of corporate level strategic priorities. Accordingly, based on performance for 2025, the CEO achieved a payout level of 99%. CFO and General Counsel Incentive Structure. For our CFO and our General Counsel, the annual short‑term incentive opportunity is based on corporate performance goals (70%) and individual performance goals (30%). The Compensation Committee establishes the weighting of each component annually to ensure alignment between Company‑wide performance, functional leadership responsibilities, and the individual contributions of these executives to the Company’s operational and strategic milestones. Based on performance for 2025, the CFO achieved a payout level of 114.30% and the General Counsel achieved a payout level of 112.65%. Annual incentive awards are calculated by multiplying each NEO’s annual base salary by the applicable target incentive percentage and the level of performance achieved, with payout opportunities ranging from 0% to 150% of the target award opportunity, depending on actual results relative to established goals. The following table summarizes the target annual incentive opportunities and the annual incentive awards earned by our named executive officers for fiscal year 2025:

  20. Annual Incentive Compensation

    | Named Executive Officer | 2025 Target Annual Incentive ($) | 2025 Annual Incentive Paid ($) | | Johann Bordais | 349,137 | 345,646 | | Eduardo Couto | 320,000 | 365,760 | | Simone Oliveira | 93,080 | 104,855 |

  21. Long-Term Equity Incentives

    Long-Term Equity Incentives Long‑Term Equity Incentive Program The Compensation Committee considers long‑term equity incentives to be a critical component of the Company’s executive compensation program. These awards are intended to attract and retain executive leadership, motivate sustained performance, and align the interests of our NEOs with those of our stockholders. All equity awards are granted under the Eve Holding, Inc. 2022 Stock Incentive Plan (the “2022 Plan”). Each restricted stock unit (“RSU”) represents the right to receive one share of the Company’s common stock upon vesting, and unvested RSUs are forfeited if the NEO’s service with the Company terminates prior to vesting, except where the applicable award agreement provides otherwise. See “—Termination and Change‑in‑Control Benefits” below. Upon commencement of employment, each NEO received an initial equity award consisting of 95% performance‑based RSUs and 5% time‑based RSUs. In addition, the Company generally makes annual equity grants to its NEOs consisting of 100% time‑based RSUs. Such equity award grants are structured to support long‑term retention and reinforce alignment with the Company’s strategic and operational priorities. The Company’s long‑term incentive (“LTI”) program is designed to balance retention incentives with performance‑based opportunities tied to the achievement of critical operational and commercialization milestones.

  22. Types of Equity Awards

    Types of Equity Awards Time‑Based Restricted Stock Units Time‑based RSUs are intended to promote long‑term retention and sustained alignment with stockholder interests. These awards generally cliff‑vest on the third anniversary of the vesting commencement date, subject to the NEO’s continued employment with the Company through such date. Performance‑Based Restricted Stock Units (Market Value‑Linked) Market value‑linked performance‑based RSUs are designed to align executive compensation with valuation growth and long‑term stockholder value creation. While total stockholder return (“TSR”) metrics are commonly used by more mature operating companies, Eve’s current performance framework utilizes operational, regulatory, and commercialization measures that the Compensation Committee views as conceptually equivalent indicators of long‑term value creation given the Company’s stage of development. Market value-linked awards may be earned at between 0% and 200% of the target number of RSUs, based on the Company’s valuation measured on the fifth anniversary of the vesting commencement date as measured against a performance target of $2.910 billion (USD), subject to continued service and compliance with applicable share ownership requirements. The threshold amount of performance required under the market-value linked RSUs is 60% of the performance target. If the valuation achieved by the Company is between 60% of the target performance and target performance, 100% of the RSUs would vest. If the valuation achieved by the Company exceeds 100% of the performance target, for each percentage point above the performance target, the NEOs would vest in additional percentage of shares proportional to the percent exceeding the performance target not to exceed 100% of the Performance Target. Performance‑Based Restricted Stock Units (Milestone‑Linked) Milestone‑linked performance‑based RSUs are designed to incentivize the achievement of critical strategic objectives in the Company’s development and commercialization roadmap. These awards vest in three separate tranches based on the attainment of three pre‑defined Company performance milestones, as recommended by the Compensation Committee and approved by the Board of Directors, and are subject to the NEO’s continued service through the applicable vesting dates. Vesting under each tranche occurs only upon the achievement of the respective milestone. We have omitted disclosure of the Company’s particular performance milestones for the milestone-linked performance-based RSUs because we believe such disclosure would cause the Company substantial competitive harm by providing competitors with insight into our business operations. The milestones are rigorously discussed and reviewed by the Compensation Committee and recommended to the Board of Directors for approval, and vesting under each tranche is achieved only upon the attainment of the applicable milestone, consistent with the Company’s long‑term strategy and performance objectives. 2025 RSU Grants to our NEOs During fiscal year 2025, our NEOs each received a time-based RSU grant as set forth in the table below. We did not grant any performance-based RSUs in 2025.

  23. Types of Equity Awards

    | NEO | 2025 Time-Based RSUs Grant (no. of RSUs) | Vesting Date | | Johann Bordais | 74,535 | May 9, 2028 | | Eduardo Couto | 102,858 | May 9, 2028 | | Simone Oliveira | 17,392 | May 9, 2028 |

  24. Employment Agreement

    Employment Agreement

  25. Bordais Employment Agreement

    Bordais Employment Agreement On September 29, 2023, Johann Christian Jean Charles Bordais entered into an employment agreement with the Company and its Brazilian subsidiary, Eve Soluções de Mobilidade Aérea Urbana Ltda., pursuant to which Mr. Bordais serves as the Company’s Chief Executive Officer. The employment agreement provides for an annual base salary, and Mr. Bordais is eligible to receive an annual cash bonus and periodic grants of restricted stock units under the 2022 Plan. In accordance with the terms of his employment agreement, on October 30, 2023, Mr. Bordais received a one‑time equity grant consisting of 17,181 time‑based RSUs which vest on September 1, 2026 subject to Mr. Bordais’s continued service with the Company through such date and 326,435 performance‑based RSUs, comprised of 171,808 market value‑linked performance‑based RSUs and 154,627 milestone-linked performance-based RSUs. Mr. Bordais’ employment agreement also includes customary post‑employment restrictive covenants, including provisions limiting competitive activity following his separation from the Company (as further described below in “Potential Payments Upon Termination and Change-in-Control”).

  26. Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information

    Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information The Company does not currently grant awards of stock options, stock appreciation rights, or similar option-like instruments. Accordingly, the Company has no specific policy or practice on the timing of awards of such options in relation to the disclosure of material nonpublic information by the Company. In the event the Company determines to grant awards of such options, the Board of Directors and the Compensation Committee will evaluate the appropriate steps to take in relation to the foregoing.

  27. Summary Compensation Table for 2025

    Summary Compensation Table for 2025 The following table summarizes the total compensation paid to or earned by our NEOs in fiscal years 2025, 2024 and 2023.

  28. Summary Compensation Table for 2025

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(1) | Stock Awards ($)(2) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($)(1)(3) | Change In Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($)(1)(4) | Total ($)(1) | | Johann Bordais | 2025 | 418,196 | __ | 289,196 | __ | 345,646 | __ | 24,649 | 1,077,686 | | Chief Executive Officer | 2024 | 363,149 | __ | 305,654 | __ | 192,713 | __ | 23,545 | 885,061 | | | 2023 | 135,465 | — | 2,838,268 | — | 117,511 | — | 8,493 | 3,099,737 | | Eduardo Couto(5) | 2025 | 419,501 | __ | 399,089 | — | 365,760 | — | 20,700 | 1,205,050 | | Chief Financial Officer | 2024 | 364,737 | — | 366,781 | — | 250,464 | — | 20,700 | 1,002,683 | | | 2023 | 344,615 | — | 3,874,585 | — | 396,054 | — | 17,400 | 4,632,655 | | Simone Oliveira | 2025 | 160,798 | — | 67,481 | — | 104,855 | — | 42,413 | 375,547 | | General Counsel and Chief Compliance Officer | | | | | | | | | |

  29. Summary Compensation Table for 2025

    | (1) Amounts converted from Brazilian reais to U.S. dollars using a conversion rate of 5.58 to $1.00, representing the average exchange rate during the year ended December 31, 2025. | | (2) The amounts reported in this column represent the grant date value of the awards granted during the years presented, determined in accordance with FASB ASC Topic 718. For more information relating to these awards, see the section entitled “Overview of our 2025 Executive Compensation Program—Long-Term Incentive Award”. | | (3) The amounts reported in this column represent the annual performance-based cash bonus earned by the NEO with respect to fiscal year performance. For more information relating to these bonuses, see the section entitled “Overview of our 2025 Executive Compensation Program—Annual Cash Incentive Plan”. Amounts previously disclosed in this column for fiscal year 2024 represented bonus amounts paid during the applicable fiscal year and have been updated to reflect the bonus amounts earned in respect of the applicable fiscal year. | | (4) The amounts reported in this column represent the retirement plan matching contribution paid by the Company for the NEO and perquisites. | | (5) Amounts reported in the “All Other Compensation” column for fiscal year 2023 and 2024 have been updated from prior disclosure to correct the inadvertent omission of employer matching contributions to the retirement plan. |

  30. Grants of Plan-Based Awards Table for 2025

    Grants of Plan-Based Awards Table for 2025

  31. Grants of Plan-Based Awards Table for 2025

    | Name (a) | Board Approval Date (1) | Grant Date (1) (b) | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) (i) | All Other Option Awards: Number of Securities Underlying Options (#) (j) | Exercise or base price of option awards ($/Sh) (k) | Grant Date Fair Value of Stock and Option Awards ($) (2) (l) | | | | | Threshold ($) (c) | Target ($) (d) | Maximum ($) (e) | Threshold (#) (f) | Target (#) (g) | Maximum (#) (h) | | | | | | Johann Bordais | May 8, 2025 | 9-May-25 | __ | 349,137 | 523,705 | __ | __ | __ | 74,535 | __ | __ | 289,196 | | Eduardo Couto | May 8, 2025 | 9-May-25 | __ | 320,000 | 480,000 | __ | __ | __ | 102,858 | __ | __ | 399,089 | | Simone Oliveira | May 8, 2025 | 9-May-25 | __ | 93,080 | 139,620 | __ | __ | __ | 17,392 | __ | __ | 67,481 |

  32. Grants of Plan-Based Awards Table for 2025

    (1) Where the grant date of an equity award differs from the date on which the Board of Directors approved such award, a separate column has been included to reflect the Board approval date. For the awards presented above, the Board approval date was May 8, 2025, and the grant date was May 9, 2025. (2) The amounts reported in this column represent the grant date value of the awards granted during fiscal year 2025, determined in accordance with FASB ASC Topic 718. For more information relating to these awards, see the section entitled “Overview of our 2025 Executive Compensation Program—Long-Term Incentive Award”.

  33. Narrative Disclosure To Summary Compensation Table and Grants of Plan-Based Awards Table

    Narrative Disclosure To Summary Compensation Table and Grants of Plan-Based Awards Table The following discussion provides material information necessary to understand the quantitative disclosures in the Summary Compensation Table and the Grants of Plan-Based Awards Table for Eve’s NEOs. For additional information about the base salary and annual cash incentive awards in fiscal year 2025, see the sections entitled “Compensation Discussion and Analysis—Base Salary,” and “—Annual Cash Incentive Plan”.

  34. Outstanding Equity Awards at 2025 Fiscal Year-End

    Outstanding Equity Awards at 2025 Fiscal Year-End The following table shows all outstanding equity awards held by NEOs as of December 31, 2025.

  35. OPTION EXERCISES AND STOCK VESTED TABLE

    OPTION EXERCISES AND STOCK VESTED TABLE

  36. OPTION EXERCISES AND STOCK VESTED TABLE

    | | Option Awards | | Stock Awards | | | Name (a) | Number of Shares Acquired on Exercise (#) (b) | Value Realized on Exercise ($) (c) | Number of Shares Acquired on Vesting (#) (d) | Value Realized on Vesting ($) (e) | | Johann Bordais | __ | __ | __ | __ | | Eduardo Couto | __ | __ | 12,735 | 49,412 | | Simone Oliveira | __ | __ | 889 | 3,449 |

  37. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL The Company has entered into employment and service arrangements with its named executive officers that provide for severance benefits under limited circumstances. Pursuant to the terms of Mr. Bordais’ employment agreement, if his employment is terminated by the Company without Cause or by Mr. Bordais for Good Reason (each as defined in the employment agreement), and subject to the execution of a release of claims in favor of the Company and compliance with applicable Brazilian labor law, he is entitled to severance equal to his annual base salary, in addition to any severance required under Brazilian law. Ms. Oliveira is entitled to severance payments as required under applicable Brazilian labor law. In connection with a termination of employment, the NEOs are subject to post‑termination restrictive covenants, including confidentiality and non‑solicitation obligations and, where applicable and if elected by the Company, non‑competition restrictions for up to 12 months following termination. Under the terms of each of the NEOs’ equity award agreements under the 2022 Plan, if an NEO is terminated by the Company without Cause (as defined in the 2022 Plan) or pursuant to a mutual separation, unvested equity awards generally remain outstanding and vest on a pro rata basis based on the period of service through the termination date. Certain equity awards (the one-time initial equity grants to our NEOs) require a minimum service period of 24 months in order to be eligible for pro rata vesting, while the Company’s recurring annual equity awards do not require a minimum service period and provide for pro rata vesting upon a qualifying termination. In the case of performance‑based awards, vesting remains subject to the satisfaction of applicable performance conditions. Voluntary resignation results in the forfeiture of all unvested awards. Under the terms of the 2022 Plan, in the event of a “Change in Control” (as defined in the 2022 Plan), if (i) an outstanding RSU award is not assumed or substituted in connection with such Change in Control, or (ii) an outstanding RSU award is assumed or substituted and the NEO’s employment is terminated without “Cause” (as defined in the 2022 Plan) or by the NEO for Good Reason (as defined in the NEO’s employment agreement, if applicable) within 12 months following the Change in Control, any such outstanding RSUs will become vested and payable, with any applicable performance conditions deemed satisfied at target levels. In the event of an executive’s death or disability during a performance period, unvested incentive awards may be paid on a prorated basis, with performance deemed achieved at target, as determined by the Compensation Committee and subject to approval by the Board of Directors. Any such vesting or payment remains subject to the applicable performance metrics for performance‑based awards and, in the case of time‑based awards, compliance with the original vesting schedule.

  38. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE The following table sets forth the compensation for our former CEOs (also referred to as “PEOs”) and the average compensation for our other NEOs, both as reported in the Summary Compensation Table and with certain adjustments to reflect the “compensation actually paid” to such individuals, as calculated in a manner consistent with Item 402(v) of Regulation S-K, for each of 2025, 2024 and 2023. The table also provides information on our cumulative total shareholder return (“TSR”), the cumulative TSR of our peer group and net income (loss) for the fiscal years 2025, 2024 and 2023. Neither the Board of Directors nor the compensation committee considers any specific financial measures in making compensation decisions for our NEOs, so we have not included a column regarding a "Company Selected Measure."

  39. PAY VERSUS PERFORMANCE

    | Name | Year | Summary compensation table total for PEO (1) | Compensation actually paid to PEO (2) | Average summary compensation table total for non-PEO named executive officers (1) | Average compensation actually paid to non-PEO named executive officers (2) | Value of initial fixed $100 investment based on: | | Net income (loss) in thousands | | | | | | | | | Total shareholder return | Peer group total shareholder return (3) | | | | André Duarte Stein | 2025 | __ | __ | __ | __ | __ | __ | __ | | | | 2024 | __ | __ | __ | __ | __ | __ | __ | | | | 2023 | 6,278,699 | 214,805 | — | — | 101.67 | 128.24 | (127,658) | | | Gerard J. DeMuro | 2025 | — | — | — | — | — | — | — | | | | 2024 | __ | __ | __ | __ | __ | __ | __ | | | | 2023 | 457,696 | 703,696 | — | — | 101.67 | 128.24 | (127,658) | | | Johann Bordais | 2025 | 1,077,686 | 505,720 | __ | __ | 55.42 | 133.05 | (224,255) | | | | 2024 | 885,061 | 240,758 | __ | __ | 75.56 | 126.99 | | (138,168) | | | 2023 | 3,099,737 | 2,776,738 | __ | __ | 101.67 | 128.24 | | (127,658) | | Non-PEO NEOs | 2025 | __ | __ | 790,298 | 520,568 | 55.42 | 133.05 | (224,255) | | | | 2024 | — | — | 1,002,683 | 458,201 | 75.56 | 126.99 | (138,168) | | | | 2023 | __ | __ | 4,632,655 | 2,885,993 | 101.67 | 128.24 | (127,658) | |

  40. PAY VERSUS PERFORMANCE

    (1) Reflects amounts reported in the “Summary Compensation Table” for the PEOs set forth below and average amounts reported in the “Summary Compensation Table” for the non-PEO NEOs set forth below:

  41. PAY VERSUS PERFORMANCE

    | Year | PEO | Non-PEO NEOs | | 2025 | Johann Bordais | Eduardo Couto, Simone Oliveira | | 2024 | Johann Bordais | Eduardo Couto | | 2023 | Johann Bordais, André Duarte Stein, Gerard J. DeMuro | Eduardo Couto |

  42. PAY VERSUS PERFORMANCE

    (2) Compensation actually paid for the PEOs and average compensation actually paid for our non-PEOs in 2025, 2024, 2023, reflect the respective amounts set forth in these columns, adjusted as follows in accordance with the SEC’s pay versus performance disclosure rules:

  43. PAY VERSUS PERFORMANCE

    | PEO (André Duarte Stein) | | | | 2023 | | Reported Summary Compensation Table Total | 6,278,699 | | Less: Reported Fair Value of Equity Awards (a) | (6,063,894) | | Add: Year End Fair Value of Equity Awards (b) | 0 | | Add: Change in Fair Value of Outstanding and Unvested Equity Awards (b) | 0 | | Add: Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year (b) | 0 | | Add: Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year (b) | 0 | | Add: Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year (b) | 0 | | Less: Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year (b) | 0 | | Total Compensation Actually Paid | 214,805 |

  44. PAY VERSUS PERFORMANCE

    | PEO (Gerard J. DeMuro) | | | | 2023 | | Reported Summary Compensation Table Total | 457,696 | | Less: Reported Fair Value of Equity Awards (a) | 0 | | Add: Year End Fair Value of Equity Awards (b) | 0 | | Add: Change in Fair Value of Outstanding and Unvested Equity Awards (b) | 12,000 | | Add: Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year (b) | 234,000 | | Add: Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year (b) | 0 | | Add: Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year (b) | 0 | | Less: Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year (b) | 0 | | Total Compensation Actually Paid | 703,696 |

  45. PAY VERSUS PERFORMANCE

    | PEO (Johann Bordais) | | | | | | 2023 | 2024 | 2025 | | Reported Summary Compensation Table Total | 3,099,737 | 885,061 | 1,077,686 | | Less: Reported Fair Value of Equity Awards (a) | (2,838,268) | (305,654) | (289,196) | | Add: Year End Fair Value of Equity Awards (b) | 2,515,269 | 307,349 | 297,395 | | Add: Change in Fair Value of Outstanding and Unvested Equity Awards (b) | 0 | (645,998) | (580,165) | | Add: Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year (b) | 0 | 0 | 0 | | Add: Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year (b) | 0 | 0 | 0 | | Add: Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year (b) | 0 | 0 | 0 | | Less: Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year (b) | 0 | 0 | 0 | | Total Compensation Actually Paid | 2,776,738 | 240,758 | 505,720 |

  46. PAY VERSUS PERFORMANCE

    | Non-PEOs NEOs (average) | | | | | | 2023 | 2024 | 2025 | | Reported Summary Compensation Table Total | 4,632,655 | 1,002,683 | 790,298 | | Less: Reported Fair Value of Equity Awards (a) | (3,874,586) | (366,782) | (233,285) | | Add: Year End Fair Value of Equity Awards (b) | 263,520 | 368,816 | 239,899 | | Add: Change in Fair Value of Outstanding and Unvested Equity Awards (b) | 1,864,404 | (546,516) | (265,717) | | Add: Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year (b) | 0 | 0 | (10,627) | | Add: Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year (b) | 0 | 0 | 0 | | Add: Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year (b) | 0 | 0 | 0 | | Less: Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year (b) | 0 | 0 | 0 | | Total Compensation Actually Paid | 2,885,993 | 458,201 | 520,568 |

  47. PAY VERSUS PERFORMANCE

    (a) The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year. (b) The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) 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; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in the same applicable year, the fair value as of the vesting date; (iv) 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; and (v) 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. The assumptions used to calculate the fair values set forth in the table above are computed in accordance with ASC 718 and did not differ materially from those used to calculate the grant date fair value for each award. (3) The peer group for purposes of this table is NYSE Arca Airline Index, which is the same as our peer group disclosed in the Stock Performance Graph in Item 5 of Part II of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

  48. Relationship Between Compensation Actually Paid and Performance

    Relationship Between Compensation Actually Paid and Performance In 2025, the compensation actually paid to our NEOs is linked to corporate and specific goals performance through our 2024 Short-Term Incentive Program. Compensation actually paid related to Long‑Term Incentive awards generally reflects awards granted in prior years and is influenced by stock price performance over multiple periods, as described in greater detail in the CD&A. We do not currently use any financial performance measures to link executive compensation actually paid to Company performance. The chart below compares the compensation actually paid to the PEO, the average of compensation actually paid to our NEOs and the TSR performance of our stock price and the TSR performance of the NYSE Arca Airline Index companies group over the three-year period of 2023 through 2025. a The chart below illustrates the relationship among compensation actually paid to the PEO, the average compensation actually paid to our NEOs, and our net loss for each of the three most recently completed fiscal years. Although net income (loss) is not used as a performance metric in our executive compensation program, the chart highlights that compensation actually paid to our NEOs does not track our net loss over the periods presented. a