| | | Elect the two Class A directors named in the accompanying Proxy Statement to serve until the Company’s 2027 annual meeting of stockholders and until their respective successors are duly elected and qualified; |
| | | Ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024; and |
| | | Approve an amendment to our Amended and Restated Certificate of Incorporation to effect a reverse stock split of our common stock at a reverse stock split ratio ranging from 2:1 to 10:1, inclusive |
| | | Approve the Surf Air Mobility Inc. Amended and Restated 2023 Equity Incentive Plan |
| | | Transact such other business as may properly come before the meeting or any postponements or adjournments thereof. |
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Important notice regarding the availability of proxy materials for the stockholder meeting to be held on June 25, 2024: |
The Notice of Annual Meeting, our Proxy Statement and our Annual Report to Stockholders are available at www.proxyvote.com. |
Surf Air Mobility Inc. | | | 1 | | | 2024 Proxy Statement |
| | | TIME AND DATE 2:00 p.m. Pacific Time on Tuesday, June 25, 2024 | | | | | | PLACE The Annual Meeting will be hosted via live webcast on the Internet at www.virtualshareholdermeeting.com/SRFM2024. | | | | | | RECORD DATE April 26, 2024 |
| | | Vote by Internet at www.proxyvote.com Vote during the meeting via the Internet at www.virtualshareholdermeeting.com/SRFM2024. |
Board Recommendation | | | Proposals |
FOR ALL director nominees | | | Proposal 1: Election of Directors |
FOR | | | Proposal 2: Ratification of the Appointment of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm for the Year Ending December 31, 2024 |
FOR | | | Proposal 3: Approval of a Reverse Stock Split |
FOR | | | Proposal 4: Approval of the Surf Air Mobility Inc. Amended and Restated 2023 Equity Incentive Plan |
Surf Air Mobility Inc. | | | 2 | | | 2024 Proxy Statement |
• | the Class A directors are Tyrone Bland and Bruce Hack, and their terms will expire at the Annual Meeting; |
• | the Class B directors are John D’Agostino, Stan Little and Edward Mady, and their terms will expire at the 2025 annual meeting of stockholders; and |
• | the Class C directors are Carl Albert, Tyler Painter and Sudhin Shahani, and their terms will expire at the 2026 annual meeting of stockholders. |
Surf Air Mobility Inc. | | | 3 | | | 2024 Proxy Statement |
TYRONE BLAND | |||
Class A Age: 53 Director Since: 2023 | | | POSITION AND BUSINESS EXPERIENCE |
| Tyrone Bland has served as a director of the Company since July 2023. Mr. Bland has served as a Managing Partner at Porter Tellus, LLC, a strategic advising firm since May 2023. Prior to his role at Porter Tellus, LLC, Mr. Bland served as the Head of Global Government Affairs for Creative Artists Agency, LLC (“CAA”), a talent agency, from October 2020 to May 2023. Prior to CAA, Mr. Bland was Vice President of State and Local Government Relations for Herbalife Nutrition, a marketer of dietary supplements, from January 2016 to October 2020 and Managing Partner for Porter Tellus, LLC from January 2007 to January 2016. Mr. Bland received his B.A. from University of California at Los Angeles. | ||
| KEY ATTRIBUTES | ||
| Mr. Bland is qualified to serve on the Board based on his regulatory experience and operational leadership. |
BRUCE HACK | |||
Class A Age: 75 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 Director then Chairman 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. |
CARL ALBERT | |||
Class C Age: 82 Director Since: 2023 | | | POSITION AND BUSINESS EXPERIENCE |
| Carl Albert has served as the Chairman of the Board of the Company since July 2023. Mr. Albert served on the board of Surf Air Global Limited, a subsidiary of the Company, from 2021 until the Company’s direct listing on the NYSE. Mr. Albert has been Chairman and Chief Executive Officer of Fairchild Venture Capital Corporation, a privately held investment firm, since 2000 and General Partner of Positano Premiere Properties, a privately held firm engaged in investment in real estate development and management and other investment activities, since 2003. Mr. Albert was Chairman of the Board for Boise, Inc. (NYSE: BZ) from February 2008 to November 2013. Mr. Albert was a member of the Board of Great Lakes Dredge and Dock (NASDAQ: GLDD) from July 2010 to May 2019. While a member of GLDD board, Mr. Albert served as Audit Committee Chair and member of Compensation and Nominating & Governance Committees. Mr. Albert was the Chairman and Chief Executive Officer of Fairchild Aircraft and Fairchild Aerospace, the parent company of Fairchild Aircraft and Dornier Luftfahrt, from 1990 to 2000. Mr. Albert served as principal venture capital investor, and then Chairman, CEO and President of Wings West Airlines, managing the growth of the airline and initial public offering from 1984 to the 1988 acquisition of the company by AMR Corporation, the parent company of American Airlines. Prior to his work in the airline and aircraft manufacturing industries, Mr. Albert was an attorney specializing in business matters. Mr. Albert received his LLB at the University of California, Los Angeles, School of Law and his B.A. at the University of California, Los Angeles. | ||
| KEY ATTRIBUTES | ||
| Mr. Albert is qualified to serve as Chair of the Board based on his extensive business experience and industry knowledge. |
Surf Air Mobility Inc. | | | 4 | | | 2024 Proxy Statement |
JOHN D´AGOSTINO | |||
Class B Age: 48 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 Midpoint Holdings Ltd. 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. |
Stan Little | |||
Class B Age: 52 Director Since: 2023 | | | POSITION AND BUSINESS EXPERIENCE |
| Stan Little has served as the Company’s Chief Executive Officer and a member of the Board since July 2023. Mr. Little has been the founder and CEO of Southern Airways Express, a subsidiary of the Company, since 2013, and has been CEO of its sister brand, Mokulele Airlines since its acquisition in February 2019. Mr. Little has been a practicing attorney since 2002 and has served as Senior Partner Emeritus at Little & Barton PLLC, since September 2003. Mr. Little is admitted to both the Mississippi and Hawaii Bar Associations. Mr. Little received his J.D. from the University of Mississippi and B.A. from the University of Tennessee. | ||
| KEY ATTRIBUTES | ||
| Mr. Little is qualified to serve as the Company’s Chief Executive Officer and a member of the Board based on his extensive business management and industry experience. |
EDWARD MADY | |||
Class B Age: 71 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 from January 2017 to July 2023. Mr. Mady has served as President and COO 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. |
Surf Air Mobility Inc. | | | 5 | | | 2024 Proxy Statement |
TYLER PAINTER | |||
Class C Age: 52 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 CFO and COO of Wisk Aero, an aerospace company, since April 2022. Prior to becoming the CFO of Wisk Aero, Mr. Painter served as a Senior Advisor and acting CFO for the Company from August 2020 to April 2022. From January 2018 to October 2019, Mr. Painter served as CFO of Fair Financial Corporation, a non-profit financial program. Mr. Painter served as the CFO of Solazyme from September 2007 through October 2014 and expanded his role to include CFO and COO 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. |
SUDHIN SHAHANI | |||
Class C Age: 41 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 from 2013 to July 2023. Prior to his role at Surf Air, 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 from July 2013 to December 2018 and Panna from March 2012 to April 2019 (until their sale 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 business management experience. |
Surf Air Mobility Inc. | | | 6 | | | 2024 Proxy Statement |
Surf Air Mobility Inc. | | | 7 | | | 2024 Proxy Statement |
• | The Audit Committee oversees the management of a variety of the Company’s risks, including through review and discussion of the Company’s guidelines and policies governing the process by which senior management of the Company and the relevant departments of the Company assess and manage the Company’s exposure to risk, and reviews major financial risk exposures facing the Company and management’s plans to monitor and control such exposures. The Audit Committee is also responsible for primary oversight related to our financial reporting, accounting, and internal controls, oversees our compliance with legal and regulatory requirements, and meets regularly with our internal auditors and independent registered public accounting firm. |
• | The Compensation Committee reviews and discusses the relationship between risk management policies and practices, corporate strategy, and the Company’s compensation arrangements. |
| | Audit Committee | | | Compensation Committee | | | Nominating and Corporate Governance Committee | |
Carl Albert | | | | | | | |||
Stan Little | | | | | | | |||
Sudhin Shahani | | | | | | | |||
John D’Agostino | | | | | | | |||
Edward Mady | | | | | | | |||
Tyler Painter | | | | | | | |||
Tyrone Bland | | | | | | | |||
Bruce Hack | | | | | | |
| | Chairperson & Financial Expert | | | | | Financial Expert | | | | | Chairperson | | | | | Member |
Surf Air Mobility Inc. | | | 8 | | | 2024 Proxy Statement |
Committee Members | | | Primary Responsibilities | | | Number of Meetings in 2023 |
Carl Albert John D’Agostino (Chair) Bruce Hack | | | • Appointing, compensating, retaining and overseeing the work of our independent auditors. • Evaluating the performance, independence and qualifications of our independent auditors. • Overseeing the quality and integrity of our financial statements and our compliance with applicable legal and regulatory requirements, including accounting, financial reporting, and public disclosure requirements. • Reviewing the performance of our system of internal control over financial reporting and the function of the internal audit department. • Preparing the audit committee report required by the SEC to be included in our annual proxy statement. • Discussing independent auditor’s annual audit plan, including the timing and scope of audit activities, and monitoring such plan’s progress and results. • Reviewing with management and the independent auditors our annual and quarterly financial statements. • Establishing procedures for employees to submit concerns anonymously about questionable accounting or auditing matters. • Reviewing our guidelines and policies on risk assessment and risk management. • Reviewing and approving related party transactions. • Obtaining and reviewing a report by our independent auditors at least annually that describes our independent auditors’ internal quality control procedures, any material issues raised by review under such procedures, and any steps taken to deal with such issues. • Approving (or, in its sole discretion, approving in advance) all audit and permitted non-audit engagements and relationships between us and our independent auditors. | | | 4 |
Surf Air Mobility Inc. | | | 9 | | | 2024 Proxy Statement |
Committee Members | | | Primary Responsibilities | | | Number of Meetings in 2023 |
Carl Albert (Chair) 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 plans 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 lease annually reviewing and discussing the relationship between risk management policies and practices, corporate strategy, and the Company’s compensation arrangements. | | | 2 |
Surf Air Mobility Inc. | | | 10 | | | 2024 Proxy Statement |
Committee Members | | | Primary Responsibilities | | | Number of Meetings in 2023 |
Carl Albert (Chair) John D’Agostino Tyrone Bland | | | • Identifying, evaluating and recommending individuals qualified to become members of our Board and its committees. • Overseeing the evaluation of the Board and its committees. • Making recommendations to the Board with respect to the compensation of non-employee members of the Board. • Developing and recommending corporate governance guidelines to our Board. • Advising the Board on corporate governance matters and Board performance matters. | | | 1 |
Surf Air Mobility Inc. | | | 11 | | | 2024 Proxy Statement |
Surf Air Mobility Inc. | | | 12 | | | 2024 Proxy Statement |
Surf Air Mobility Inc. | | | 13 | | | 2024 Proxy Statement |
| | Chair | | | Member | |
Audit Committee | | | $25,000 | | | $12,500 |
Compensation Committee | | | 20,000 | | | 10,000 |
Nominating Committee | | | 15,000 | | | 7,500 |
Surf Air Mobility Inc. | | | 14 | | | 2024 Proxy Statement |
Name | | | Fees Earned or Paid in Cash ($) | | | Stock Awards ($)(1) | | | All Other Compensation ($)(2) | | | Total ($) |
Carl Albert | | | $39,275 | | | $117,983 | | | $ — | | | $157,258 |
Tyrone Bland | | | 14,375 | | | 117,983 | | | — | | | 132,358 |
John D’Agostino | | | 50,625 | | | 117,983 | | | 1,460 | | | 170,068 |
Bruce Hack | | | 15,625 | | | 117,983 | | | — | | | 133,608 |
Ed Mady | | | 90,839 | | | 117,983 | | | 4,380 | | | 213,202 |
Ann Nelson(3) | | | 50,000 | | | — | | | — | | | 50,000 |
Tyler Painter | | | 12,500 | | | 117,983 | | | 9,238 | | | 139,721 |
(1) | Amounts shown in this column 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 granted during the year, based on a value per share of $8.80, which was utilized for the recording of compensation expense under generally accepted accounting principles. 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 director because the value depends on the market value of our common stock at the time the award vests. As of December 31, 2023, each director held 13,409 restricted stock units, except for Ms. Nelson, who did not hold any outstanding equity awards as of such date. |
(2) | On May 26, 2023, the Company approved the forgiveness of certain promissory notes associated with the issuance of restricted stock purchase agreements (“RSPAs”) to executives and directors. The Company also provided bonuses to pay for interest and tax associated with the issuance of these shares in the amount of $0.1 million. |
(3) | Ms. Nelson resigned effective May 16, 2023. |
Surf Air Mobility Inc. | | | 15 | | | 2024 Proxy Statement |
Name | | | Age | | | Position |
Stan Little | | | 52 | | | Chief Executive Officer & Director |
Deanna White | | | 58 | | | Chief Financial Officer (*retired 12/31/2023) |
Oliver Reeves | | | 45 | | | Chief Financial Officer (started 1/1/2024) |
Deanna White | | | Ms. White served as Chief Financial Officer of the Company from July 2023 to December 2023. Ms. White served as the Chief Financial Officer of Surf Air Global Limited, a subsidiary of the Company, from May 2022 to July 2023, and prior to that, she served as Chief Administrative Officer of Surf Air Global Limited from January 2021 to May 2022. Ms. White served as COO at Kitty Hawk/Cora, an aerospace company, from December 2017 to October 2019, where she led the business operations and commercialization of an R&D eVTOL aircraft program. Ms. White also served as CFO and CEO of Bombardier Flexjet from October 2005 to March 2015. Ms. White holds a BS in accounting from the University of Tampa, and an MBA and MA in Cybersecurity from the University of Dallas. |
Oliver Reeves | | | Oliver Reeves has served as Chief Financial Officer of the Company since January 2024. Oliver brings with him his deep experience with capital markets strategy. Oliver most recently served as Chief Strategy Officer of Xinuos, Inc., the developer and licensor of the UnixWare and OpenServer operating systems, from May 2019 to December 2023. Earlier in his career, Mr. Reeves gained investment experience by holding several asset management positions: first as an Investment Analyst at Coliseum Capital Management, then as a Vice President at Gerson Global Advisors, and finally as a Senior Vice President at Phoenix Star Capital. Mr. Reeves received his MBA from Columbia Business School and graduated Summa Cum Laude from Babson College. |
Surf Air Mobility Inc. | | | 16 | | | 2024 Proxy Statement |
• | R. Stanley Little, our Chief Executive Officer, or CEO, and member of our Board; |
• | Deanna White, our former Chief Financial Officer. |
• | Sudhin Shahani, our former Chief Executive Officer and member of our Board. |
Name and Principal Position | | | Year | | | Salary ($) | | | Bonus ($)(1) | | | Stock Awards ($)(2) | | | Option Awards ($)(2) | | | All Other Compensation ($)(3) | | | Total ($) |
R. Stanley Little Chief Executive Officer | | | 2023 | | | 852,493 | | | — | | | 2,548,942 | | | — | | | 446,243 | | | 3,847,678 |
| | 2022 | | | 295,000 | | | 60,000 | | | — | | | 2,699,900 | | | 48,000(6) | | | 3,102,900 | |
Deanna White(4) Former Chief Financial Officer | | | 2023 | | | 579,723 | | | 545,834 | | | — | | | — | | | 39,223 | | | 1,164,780 |
| | 2022 | | | 375,000 | | | 200,000 | | | — | | | 3,066,729 | | | 75,000(7) | | | 3,716,729 | |
Sudhin Shahani(5) Former Chief Executive Officer | | | 2023 | | | 490,268 | | | 329,861 | | | 2,847,600 | | | — | | | 108,452 | | | 3,776,181 |
| | 2022 | | | 350,000 | | | 150,000 | | | 1,753,945 | | | — | | | — | | | 2,253,945 |
(1) | The amounts reported in this column represent discretionary bonuses awarded to the executive for the applicable fiscal year. Values for 2023 represent catch-up bonuses provided to Ms. White and Mr. Shahani pursuant to their respective employment agreements. Ms. White received a bonus equal to the sum of $179,167 plus the amount by which the base salary she would have received for the period from October 1, 2022 through the Company’s listing date at an annual rate of $650,000 exceeded the amount of base salary she received for her services during that period. Mr. Shahani received a bonus equal to the amount by which the base salary he would have received for the period from June 1, 2021 through the day before the Company’s listing date at an annual rate of $975,000 exceeds the amount of base salary and consulting fees (as applicable) he received for his services during that period. |
(2) | Amounts shown in these columns represent the aggregate grant date fair value (calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718) of stock awards and stock options granted during the year. A description of the methodologies and assumptions we use to value equity awards and the manner in which we recognize the related expense are described in Note 18 to our consolidated financial statements, Stock-Based Compensation. These amounts may not correspond to the actual value eventually realized by each NEO because the value depends on the market value of our common stock at the time the award vests or is exercised. |
(3) | Values for 2023 represent the value of a loan forgiveness bonus paid to each executive and a corresponding tax gross-up on such bonus payment and, for Mr. Shahani, the value of a car allowance. |
(4) | Ms. White ceased serving as our Chief Financial Officer effective December 31, 2023. |
(5) | Mr. Shahani previously served as Chief Executive Officer and, effective as of July 27, 2023, began serving as a non-executive employee director. |
(6) | This amount represents a housing allowance for Mr. Little. |
(7) | This amount represents payments to Ms. White in 2022 for consulting services. |
Surf Air Mobility Inc. | | | 17 | | | 2024 Proxy Statement |
| | Option Awards | | | Stock Awards | ||||||||||||||||||||||
Name | | | Number of Securities Underlying Unexercised Options (#) Exercisable | | | Number of Securities Underlying Unexercised Options (#) Unexercisable | | | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | | | Option Exercise Price ($) | | | Option Expiration Date | | | Number of Shares or Units of Stock That Have Not Vested (#)(g) | | | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | | | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) |
R. Stanley Little | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 280,000(2) | | | 434,000 |
| — | | | — | | | — | | | — | | | — | | | — | | | — | | | 54,670(3) | | | 84,739 | ||
| — | | | — | | | — | | | — | | | — | | | — | | | — | | | 418,058 | | | 647,990 | ||
Deanna White | | | 293,475 | | | — | | | — | | | 0.53 | | | 3/1/2032 | | | — | | | — | | | — | | | — |
| 187,500(4) | | | 105,976(4) | | | — | | | 5.73 | | | 11/12/2032 | | | — | | | — | | | — | | | — | ||
Sudhin Shahani | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 1,260,000(2) | | | 1,953,000 |
(1) | The dollar amounts shown in these columns are determined by multiplying the corresponding number of shares by $1.55, the closing price of the shares as of December 29, 2023, the last trading day in fiscal 2023. |
(2) | These performance-based restricted stock units will only vest if the per-share closing price of our common stock over a period of ten consecutive trading days within the five-year performance period is greater than 200% of $5.00, subject to continued employment through the date such stock price goal is achieved. |
(3) | These shares vest subject to the achievement of certain revenue goals, subject to continued employment through the date of achievement. |
(4) | These stock options vest monthly over a three-year period measured from January 1, 2022. |
Surf Air Mobility Inc. | | | 18 | | | 2024 Proxy Statement |
Surf Air Mobility Inc. | | | 19 | | | 2024 Proxy Statement |
Surf Air Mobility Inc. | | | 20 | | | 2024 Proxy Statement |
• | each of our named executive officers; |
• | each of our directors; |
• | all of our current directors and executive officers as a group; and |
• | each person known by us to be the beneficial owner of more than 5% of the outstanding shares of our common stock. |
Surf Air Mobility Inc. | | | 21 | | | 2024 Proxy Statement |
NAME | | | Number of Shares of Common Stock | | | Percent of Outstanding Common Stock |
5% Stockholders | | | | | ||
GEM Global Yield LLC SCS1 | | | 6,300,000 | | | 7.6% |
Liam Fayed2 | | | 5,751,258 | | | 6.9% |
Palantir Technologies Inc.3 | | | 5,205,492 | | | 6.3% |
Kuzari Investor 94647 LLC4 | | | 5,547,233 | | | 6.7% |
Directors and Executive Officers | | | | | ||
Sudhin Shahani | | | 3,645,499 | | | 4.4% |
Stan Little5 | | | 2,018,841 | | | 2.4% |
Deanna White | | | 529,888 | | | * |
Oliver Reeves | | | 71,078 | | | * |
Carl Albert6 | | | 332,004 | | | * |
Tyrone Bland | | | — | | | * |
John D’Agostino | | | 42,115 | | | * |
Bruce Hack | | | — | | | * |
Edward Mady | | | 82,375 | | | * |
Tyler Painter | | | 463,276 | | | * |
All directors and executive officers as a group (9 persons) | | | 6,721,840 | | | 8.1% |
1 | Consists of (i) 1,000,000 shares issued to GEM in connection with the GEM Purchase, (ii) 1,300,000 shares issued to GEM in connection with the Initial GEM Issuance, (iii) 4,000,000 shares issued to GEM in satisfaction of the GEM Commitment Fee, and (iv) up to an additional 300,000,000 shares that may be issued to GEM in connection with SAM’s exercise of its rights under the Share Subscription Facility (not including the 18,700,000 shares that may be issued to GEM, the resale of which was previously registered). GEM Global Yield Fund LLC is the general partner of GEM Global Yield LLC SCS. Christopher F. Brown is the sole beneficial owner of GEM GP and has voting and dispositive power over the shares held by GEM. Mr. Brown disclaims beneficial ownership of the shares held by GEM other than to the extent of his ultimate pecuniary interest therein. The address for GEM is 12C, rue Guillaume J. Kroll, L-1882 Luxembourg. |
2 | Based on information provided in a Schedule 13G filed with the SEC on February 14, 2024, as of December 31, 2023, the number of shares consists of (i) 1,405,165 shares of the Company’s Common Stock held by Liam Fayed and (ii) 4,346,093 shares of the Company’s Common Stock held by LamVen LLC, which is an entity affiliated with Mr. Fayed, as of December 31, 2023. Mr. Fayed has sole voting power with respect to 1,405,165 of the reported shares, shared voting power with respect to 4,346,093 of the reported shares, shared investment power with respect to 1,405,165 of the reported shares, and shared investment power with respect to 4,346,093 of the reported shares. Mr. Fayed’s address is 53 Greenwich Avenue, Second Floor, Greenwich, CT 06830. |
3 | Based on information provided in a Schedule 13G filed with the SEC on February 15, 2024, Palantir Technologies held 5,205,492 shares of Common stock as of February 15, 2024, including 1,851,852 shares of Common stock received on February 15, 2024 as payment for certain outstanding receivables. Palantir Technologies’ address is 1200 17th Street, Floor 15 Denver, Colorado 80202. |
4 | Kuzari Investor 94647 LLC owns 3,692,740 shares and Kuzari Manager 94647 LLC owns 1,854,49 shares. Kuzari Investor 94647 LLC controls the shares owned by the two entities and lists their address as 220 East 42nd Street, New York, NY 10017. |
5 | Consists of (i) 441,082 shares held by Stan Little, and (ii) 1,351,513 shares of restricted stock held by The Little 2021 Family Trust dated November 15, 2021 (“The Little 2021 Family Trust”), of which Mr. Little is Trustee, and (iii) 226,246 shares held by the MML 2021 Irrevocable Trust, of which Mr. Little’s spouse is Trustee. Mr. Little may be deemed to have voting or dispositive power over the shares held by The Little 2021 Family Trust. The reporting person disclaims any pecuniary interest in the shares held by the MML 2021 Irrevocable Trust. |
6 | Consists of 332,004 shares held by The Carl Albert Trust dated June 7, 1991 (“The Carl Albert Trust”), of which Carl Albert is Trustee. Mr. Albert may be deemed to have voting or dispositive power over the shares held by The Carl Albert Trust. |
Surf Air Mobility Inc. | | | 22 | | | 2024 Proxy Statement |
Plan category | | | Number of Securities to Be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a) | | | Weighted- Average Exercise Price of Outstanding Options, Warrants and Rights (b) | | | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c) |
Equity compensation plans approved by stockholders(1) | | | 5,298,906(2) | | | $3.19(3) | | | 3,092,926 |
Equity compensation plans not approved by stockholders | | | — | | | — | | | — |
1 | Includes the following plans: our 2023 Equity Incentive Plan (the “2023 Equity Plan”) and our Employee Stock Purchase Plan (the “ESPP”). No shares were subject to purchase under the ESPP during the purchase periods in effect as of December 31, 2023. Excludes 4,036,622 and 800,000 shares that were added to our 2023 Equity Plan and our ESPP, respectively, on January 1, 2024 pursuant to the evergreen provisions thereunder that provide for automatic annual increases on January 1 of each year during the term of the respective plan equal to 5% of our outstanding shares as of the preceding December 31 (or such lesser amount as approved by the Board), in the case of the 2023 Equity Plan, or the lesser of 80,000 shares, 1% of our outstanding shares as of the preceding December 31, or such lesser amount as approved by the Board, in the case of the ESPP. |
2 | Consists of options and RSUs granted under the 2023 Equity Plan and ESPP. |
3 | The weighted-average exercise price is calculated based solely on the exercise prices of the outstanding options and does not reflect the shares that will be issued upon the vesting of outstanding RSU awards, which have no exercise price. |
Surf Air Mobility Inc. | | | 23 | | | 2024 Proxy Statement |
Surf Air Mobility Inc. | | | 24 | | | 2024 Proxy Statement |
| | | 2023 | | | 2022 |
Audit Fees1 | | | $6,113 | | | $2,820 |
Audit-Related Fees | | | — | | | — |
Tax Fees | | | — | | | — |
All Other Fees2 | | | $2 | | | $2 |
Total Fees | | | $6,115 | | | $2,822 |
1 | Audit fees consist of fees for the audit of our consolidated financial statements, the review of the unaudited interim financial statements included in our quarterly reports on Form 10-Q and other professional services provided in connection with regulatory filings or engagements, including fees billed in connection with our direct listing on the NYSE in July 2023. |
2 | All other Fees consist of subscription fees for use of the PricewaterhouseCoopers LLP research tool. |
Surf Air Mobility Inc. | | | 25 | | | 2024 Proxy Statement |
Surf Air Mobility Inc. | | | 26 | | | 2024 Proxy Statement |
Surf Air Mobility Inc. | | | 27 | | | 2024 Proxy Statement |
Surf Air Mobility Inc. | | | 28 | | | 2024 Proxy Statement |
• | the historical trading price and trading volume of our common stock; |
• | the then-prevailing trading price and trading volume of our common stock and the expected impact of the Reverse Stock Split on the trading market in the short- and long-term; |
• | the continued listing requirements for our common stock on the NYSE and other rules and guidance from the NYSE; |
• | actual or forecasted results of operations; |
• | the Company’s additional funding requirements; |
• | the number of shares of common stock outstanding and the amount of the Company’s authorized but unissued common stock; |
• | which Reverse Stock Split ratio would result in the least administrative cost to us; and |
• | prevailing industry, market and economic conditions. |
Surf Air Mobility Inc. | | | 29 | | | 2024 Proxy Statement |
• | any whole number of issued shares of our common stock, between and including 2 and 10 (depending on the Reverse Stock Split ratio selected by the Board) will be reclassified and combined, automatically and without any action on the part of the Company or its stockholders, into one share of common stock; |
• | no fractional shares of common stock will be issued; instead, stockholders who would otherwise be entitled to receive a fractional share will be entitled to receive cash in lieu of the fractional share (as detailed below); |
Surf Air Mobility Inc. | | | 30 | | | 2024 Proxy Statement |
• | proportionate adjustments will be made to the number of shares issuable upon the exercise or vesting of all then-outstanding stock options, warrants and restricted stock units, which will result in a proportional decrease in the number of shares of common stock reserved for issuance upon exercise or vesting of such stock options, warrants and restricted stock units, and, in the case of stock options, a proportional increase in the exercise price of all such stock options; |
• | the number of shares of common stock then reserved for issuance under our equity compensation plans will be reduced proportionately; |
• | the number of shares of common stock then reserved for issuance pursuant to the Company’s senior unsecured convertible promissory note with Partners for Growth V, L.P. (the “Convertible Notes”) will be reduced proportionately, and the conversion price of our Convertible Notes will be increased proportionately; and |
• | the number of authorized shares will not be reduced by a corresponding ratio. |
Status | | | Number of Shares of Common Stock Authorized | | | Number of Shares of Common Stock Issued and Outstanding | | | Number of Shares of Common Stock Held In Treasury | | | Number of Shares of Common Stock Reserved for Future Issuance | | | Number of Shares of Common Stock Authorized but Unissued and Unreserved | | | Number of Shares of Common Stock Reserved for Issuance Pursuant to Outstanding Options | | | Weighted- Average Exercise Price of Outstanding Options |
Pre-Reverse Stock Split | | | 800,000,000 | | | [•] | | | [•] | | | [•] | | | [•] | | | [•] | | | $[•] |
Post-Reverse Stock Split 2:1 | | | [•] | | | [•] | | | [•] | | | [•] | | | [•] | | | [•] | | | $[•] |
Post-Reverse Stock Split 4:1 | | | [•] | | | [•] | | | [•] | | | [•] | | | [•] | | | [•] | | | $[•] |
Post-Reverse Stock Split 6:1 | | | [•] | | | [•] | | | [•] | | | [•] | | | [•] | | | [•] | | | $[•] |
Post-Reverse Stock Split 8:1 | | | [•] | | | [•] | | | [•] | | | [•] | | | [•] | | | [•] | | | $[•] |
Post-Reverse Stock Split 10:1 | | | [•] | | | [•] | | | [•] | | | [•] | | | [•] | | | [•] | | | $[•] |
Surf Air Mobility Inc. | | | 31 | | | 2024 Proxy Statement |
Surf Air Mobility Inc. | | | 32 | | | 2024 Proxy Statement |
Surf Air Mobility Inc. | | | 33 | | | 2024 Proxy Statement |
• | an individual who is a citizen or resident of the U.S.; |
• | a corporation created or organized in or under the laws of the U.S., any state thereof or the District of Columbia; |
• | an estate the income of which is subject to U.S. federal income taxation regardless of its source; or |
• | a trust if (1) it is subject to the primary supervision of a court within the U.S. and one or more U.S. persons have the authority to control all substantial decisions of the trust or (2) it has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person. |
Surf Air Mobility Inc. | | | 34 | | | 2024 Proxy Statement |
Surf Air Mobility Inc. | | | 35 | | | 2024 Proxy Statement |
Surf Air Mobility Inc. | | | 36 | | | 2024 Proxy Statement |
• | potential dilution to its current stockholders as measured by burn rate and overhang (as described in “Key Data” below); and |
• | the continued importance of motivating, recruiting, and retaining key employees who are highly sought after in a very competitive job market. |
Surf Air Mobility Inc. | | | 37 | | | 2024 Proxy Statement |
• | stock options and stock appreciation rights may not have a term in excess of ten years and may not be granted at a discount to the fair market value of our common stock on the grant date; |
• | other than in connection with a change in the Company’s capitalization, the Company may not, without stockholder approval, (i) amend a stock option or stock appreciation right to reduce the exercise or grant price of such outstanding awards; (ii) cancel outstanding stock options or stock appreciation rights in exchange for options or stock appreciation rights with an exercise or grant price that is less than the exercise or grant price of the original options or stock appreciation rights; or (iii) cancel outstanding options or stock appreciation rights with an exercise or grant price above the current fair market value of a share of our common stock in exchange for cash or other securities. |
• | the Company may not make a grant of any award with a grant date that is effective prior to the date the Administrator takes action to approve such award; |
• | no excise tax gross-ups; |
• | annual limits on equity compensation that may be awarded to non-employee directors; |
• | dividend or dividend equivalent payments will be paid only at the time or times the vesting requirement(s) of the underlying award are satisfied; provided, however, that in no event will dividends or dividend equivalents be paid with respect to stock options and stock appreciation rights; and |
• | the administrator may cancel outstanding awards or, in some cases, “claw back” awards previously granted in the event of a violation of the Company’s clawback policy. |
Surf Air Mobility Inc. | | | 38 | | | 2024 Proxy Statement |
Surf Air Mobility Inc. | | | 39 | | | 2024 Proxy Statement |
Surf Air Mobility Inc. | | | 40 | | | 2024 Proxy Statement |
Surf Air Mobility Inc. | | | 41 | | | 2024 Proxy Statement |
Surf Air Mobility Inc. | | | 42 | | | 2024 Proxy Statement |
Surf Air Mobility Inc. | | | 43 | | | 2024 Proxy Statement |
Name and Position | | | Number of Options Granted (#) |
R. Stanley Little Chief Executive Officer | | | 0 |
Deanna White Former Chief Financial Officer | | | 1,100,000 |
Sudhin Shahani Former Chief Executive Officer | | | 6,380,808 |
All other employees | | | 12,668,783 |
Surf Air Mobility Inc. | | | 44 | | | 2024 Proxy Statement |
Name of Individual or Group | | | Number of Options Granted (#) | | | Number of Shares subject to Stock Awards (#) |
R. Stanley Little Chief Executive Officer | | | 0 | | | 1,446,028 |
Deanna White Former Chief Financial Officer | | | 1,686,952 | | | 650,000 |
Sudhin Shahani Co-Founder and Director | | | 6,380,808 | | | 5,207,932 |
All current executive officers as a group | | | 8,067,760 | | | 6,653,960 |
All current non-employee directors as a group | | | 1,306,381 | | | 639,394 |
Each nominee for election as a director | | | 100,000 | | | 209,524 |
Each associate of any such directors, executive officers, or nominees | | | 0 | | | 917,295 |
Each other person who received or is to receive five percent of such options, warrants or rights | | | 0 | | | 0 |
All other current employees (including all current officers who are not executive officers) as a group | | | 15,695,547 | | | 5,929,337 |
Surf Air Mobility Inc. | | | 45 | | | 2024 Proxy Statement |
• | the nature of the related person’s interest in the transaction; |
• | the impact on a director’s independence in the event the related person is a director, immediate family member of a director or an entity with which a director is affiliated; |
• | the terms of the transaction; |
• | the availability of other sources for comparable services or products; and |
• | the terms available to or from, as the case may be, unrelated third parties. |
Surf Air Mobility Inc. | | | 46 | | | 2024 Proxy Statement |
Surf Air Mobility Inc. | | | 47 | | | 2024 Proxy Statement |
Surf Air Mobility Inc. | | | 48 | | | 2024 Proxy Statement |
Surf Air Mobility Inc. | | | 49 | | | 2024 Proxy Statement |
Surf Air Mobility Inc. | | | 50 | | | 2024 Proxy Statement |
Surf Air Mobility Inc. | | | 51 | | | 2024 Proxy Statement |
1. | The election of the two Class A director nominees named in this Proxy Statement to serve until our 2027 annual meeting of stockholders and until their respective successors are duly elected and qualified (“Proposal 1”); and |
2. | The ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2024 (“Proposal 2”). |
3. | Approval of an amendment to our Amended and Restated Certificate of Incorporation to effect a reverse stock split of our common stock at a reverse stock split ratio ranging from 2:1 to 10:1, inclusive (“Proposal 3”). |
4. | Approval of the Surf Air Mobility Inc. Amended and Restated 2023 Equity Incentive Plan (“Proposal 4”). |
1. | “FOR ALL” of the following director nominees named in this Proxy Statement to be elected to the Board: Tyrone Bland and Bruce Hack; and |
2. | “FOR” the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2024. |
3. | “FOR” approval of the amendment to our Amended and Restated Certificate of Incorporation to effect a reverse stock split of our common stock at a reverse stock split ratio ranging from 2:1 to 10:1, inclusive. |
4. | “FOR” approval of the Surf Air Mobility Inc. Amended and Restated 2023 Equity Incentive Plan. |
Surf Air Mobility Inc. | | | 52 | | | 2024 Proxy Statement |
• | Beneficial Owners. Most of our stockholders hold their shares through a broker, bank, or other nominee (that is, in “street name”) rather than directly in their own names. If you hold shares in street name, you are a “beneficial owner” of those shares, and the proxy materials, together with a voting instruction form, will be forwarded to you by your broker, bank or other nominee. |
• | Stockholders of Record. If you hold shares directly in your name with our stock transfer agent, Equiniti Trust Company, LLC, you are considered the “stockholder of record” with respect to those shares, and the proxy materials, together with a proxy card, have been sent directly to you by the Company. |
Surf Air Mobility Inc. | | | 53 | | | 2024 Proxy Statement |
• | Beneficial Owners. If you are a beneficial owner of your shares, you should have received the proxy materials and voting instruction form from the broker, bank or other nominee holding your shares. You should follow the instructions in the voting instruction form in order to instruct your broker, bank or other nominee on how to vote your shares. The availability of telephone and Internet voting will depend on the voting process of the broker, bank or nominee. You may also vote your shares while participating in the Annual Meeting. Instructions on how to vote while participating in the Annual Meeting live via the Internet are posted at www.virtualshareholdermeeting.com/SRFM2024. |
• | Stockholders of Record. If you are a stockholder of record, there are several ways to direct how your shares are voted at the Annual Meeting. |
• | Beneficial Owners. If you are a beneficial owner of your shares, you must contact the broker, bank or other nominee holding your shares and follow their instructions for revoking or changing your vote. |
• | Stockholders of Record. If you are a stockholder of record, you may change or revoke a previously submitted proxy at any time before it is voted at the Annual Meeting by: |
• | signing and returning a new proxy card with a later date; |
• | submitting a later-dated vote by telephone or via the Internet – only your latest Internet or telephone proxy received by 11:59 p.m., Eastern Time, on June 24, 2024, will be counted; |
• | participating in the Annual Meeting live via the Internet and voting your shares electronically at the Annual Meeting; or |
• | delivering a written revocation to our Corporate Secretary at the address above to be received before the voting at the Annual Meeting. |
Surf Air Mobility Inc. | | | 54 | | | 2024 Proxy Statement |
Surf Air Mobility Inc. | | | 55 | | | 2024 Proxy Statement |
Surf Air Mobility Inc. | | | 56 | | | 2024 Proxy Statement |
Surf Air Mobility Inc. | | | A-1 | | | 2024 Proxy Statement |
| | SURF AIR MOBILITY INC. | |
| | /s/ Stan Little | |
| | Stan Little | |
| | Chief Executive Officer |
11 | The Board of Directors of the Company adopted a resolution approving nine separate amendments to the Certificate of Incorporation. These amendments approve the combination of any whole number of shares of Common Stock between and including two and ten into one share of Common Stock. By approving Proposal 3, you are approving each of the nine amendments proposed by the Board of Directors. The Certificate of Amendment filed with the Secretary of State of the State of Delaware will include only that amendment determined by the Board of Directors to be in the best interests of the Company and its stockholders. The other eight proposed amendments will be abandoned pursuant to Section 242(c) of the DGCL. The Board of Directors may also elect not to do any reverse stock split, pursuant to which all nine proposed amendments will be abandoned. |
Surf Air Mobility Inc. | | | A-2 | | | 2024 Proxy Statement |
1. | PURPOSE OF PLAN |
2. | ELIGIBILITY |
3. | PLAN ADMINISTRATION |
Surf Air Mobility Inc. | | | B-1 | | | 2024 Proxy Statement |
Surf Air Mobility Inc. | | | B-2 | | | 2024 Proxy Statement |
4. | SHARES OF COMMON STOCK SUBJECT TO THE PLAN; SHARE LIMITS |
Surf Air Mobility Inc. | | | B-3 | | | 2024 Proxy Statement |
Surf Air Mobility Inc. | | | B-4 | | | 2024 Proxy Statement |
Surf Air Mobility Inc. | | | B-5 | | | 2024 Proxy Statement |
5. | AWARDS |
Surf Air Mobility Inc. | | | B-6 | | | 2024 Proxy Statement |
Surf Air Mobility Inc. | | | B-7 | | | 2024 Proxy Statement |
Surf Air Mobility Inc. | | | B-8 | | | 2024 Proxy Statement |
6. | EFFECT OF TERMINATION OF EMPLOYMENT OR SERVICE ON AWARDS |
7. | ADJUSTMENTS; ACCELERATION |
Surf Air Mobility Inc. | | | B-9 | | | 2024 Proxy Statement |
Surf Air Mobility Inc. | | | B-10 | | | 2024 Proxy Statement |
8. | OTHER PROVISIONS |
Surf Air Mobility Inc. | | | B-11 | | | 2024 Proxy Statement |
Surf Air Mobility Inc. | | | B-12 | | | 2024 Proxy Statement |
Surf Air Mobility Inc. | | | B-13 | | | 2024 Proxy Statement |
Surf Air Mobility Inc. | | | B-14 | | | 2024 Proxy Statement |