SURF AIR MOBILITY INC.
For the period ended Dec 31, 2024. Filed Mar 21, 2025.
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FY2024 · Filed Mar 21, 2025
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Item 11. Executive Compensation
Our named executive officers (“NEOs”), for 2024, are:
Deanna White, our Chief Executive Officer, or CEO, and Chief Operating Officer;
Oliver Reeves, our Chief Financial Officer;
Stan Little, our former Chief Executive Officer and former member of our Board.
Summary Compensation Table
The following table sets forth for each of the NEOs, as applicable: (i) the dollar value of base salary and bonus earned during the years ended December 31, 2024 and 2023; (ii) the aggregate grant date fair value of stock and option awards granted during 2024 and 2023, computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718 (R); (iii) all other compensation for 2024 and 2023; and, finally, (iv) the dollar value of total compensation for 2024 and 2023.
| Name and Principal Position · Year · Salary ($) · Bonus ($) · Stock Awards ($)(1) · Option Awards ($)(1) · All Other Compensation ($) · Total ($) | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Deanna White, | 2024 | $650,000 | $ | - | $ | - | $324,084 | (3) | $10,562 | $984,646 | |||
| Chief Executive Officer and Chief Operating Officer | 2023 | $579,723 | $545,834 | $ | - | $ | - | $39,223 | $1,164,780 | ||||
| Oliver Reeves, Chief Financial Officer (started 1/1/2024) | 2024 | $650,000 | $ | - | $66,001 | (2) | $1,254,000 | (4) | $27,015 | $1,997,016 | |||
| Stan Little, | 2024 | $718,750 | $ | - | $ | - | $ | - | $ | - | $718,750 | ||
| Former Chief Executive Officer | 2023 | $852,493 | $ | - | $2,548,942 | $ | - | $446,243 | $3,847,678 | ||||
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.
Mr. Reeves was granted 7,143 fully vested RSUs on January 8, 2024.
Ms. White was granted stock option awards of 125,151 shares on April 3, 2024 that were contingent on stockholder approval of an increase in shares under our equity plan, which was received on June 25, 2024. and 157,143 shares on June 25, 2024.
Mr. Reeves was granted stock option awards of 257,143 shares on January 8, 2024 and 107,143 shares on April 3, 2024 that were contingent on stockholder approval of an increase in shares under our equity plan, which was received on June 25, 2024.
For a description of the material terms of employment agreements with our named executive officers, see “Employment Agreements” below.
Outstanding Equity Awards at 2024 Fiscal Year-End
The following table sets forth information on outstanding option and stock awards held by the named executive officers at December 31, 2024, including the number of shares underlying both exercisable and unexercisable portions of each stock option as well as the exercise price and expiration date of each outstanding option.
| 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 · OptionExercisePrice · OptionExpirationDate · Number of Shares or Units of Stock That Have Not Vested · Market Value of Shares or Units of Stock That Have Not Vested ($) · Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested · Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | ||||||||||||||||
| Deanna White | 41,925 | - | - | $3.68 | 3/1/2032 | - | - | - | - | |||||||
| 40,761 | (1) | 1,164 | - | $40.08 | 11/12/2032 | - | - | - | - | |||||||
| 39,286 | (2) | 117,857 | - | $6.17 | 4/3/2034 | - | - | - | - | |||||||
| 31,289 | (4) | 93,862 | - | $2.59 | 6/25/2034 | - | - | - | - | |||||||
| Oliver Reeves | - | (4) | 257,143 | - | $9.24 | 1/8/2034 | - | - | - | - | ||||||
| 26,787 | (2) | 80,356 | - | $6.17 | 4/3/2034 | - | - | - | - | |||||||
| Stan Little | - | - | - | - | - | - | $ | - | 36,757 | (5) | $198,120 | |||||
These stock options vest monthly over a three-year period measured from January 1, 2022.
25% of these stock options were vested as of the grant date of April 3, 2024, with the remaining 75% vesting over a three-year period thereafter.
25% of these stock options were vested as of the grant date of June 25, 2024, with the remaining 75% vesting over a three-year period thereafter.
These stock options vest annually over a three-year period measured from January 1, 2024.
These shares vest subject to the achievement of certain revenue goals, subject to continued service through the date of achievement.
Executive Employment and Severance Agreements
On December 19, 2022, we entered into an employment agreement with Ms. White to serve as our Chief Financial Officer. The agreement became effective on the consummation of our direct listing (the “Effective Date”) and had an initial three-year term. Ms. White voluntarily resigned as our Chief Financial Officer effective as of December 31, 2023. The agreement provided that Ms. White would receive an initial annual base salary of $650,000 and was eligible for an annual discretionary bonus as determined by the Compensation Committee (with a target incentive equal to 200% of her base salary). The agreement also provided for her to receive an additional 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 Effective Date at an annual rate of $650,000 exceeded the amount of base salary she received for her services during that period. She was also eligible to participate in the Company’s benefit plans made available to employees generally and was provided a hybrid, electrified, or all electric automobile and use of Company aircraft, each in accordance with Company policies applicable to senior executives. Ms. White was not eligible for any severance benefits in connection with her transition to an advisory role to the Board of Directors from January 1, 2024 to May 31, 2024.
On May 17, 2024, we entered into an employment agreement with Ms. White to serve as our Chief Executive Officer and Chief Operating Officer. The agreement became effective on May 15, 2024 and has an initial three-year term. The agreement provides that Ms. White will receive an initial annual base salary of $650,000 and is eligible for an annual discretionary bonus as determined by the Compensation Committee (with a target incentive equal to 200% of her base salary). The agreement also provided for her to receive an option grant for the purchase of up to 157,143 shares of common stock of the Company. She is also eligible to participate in the Company’s benefit plans made available to employees generally and was provided a hybrid, electrified, or all electric automobile and use of Company aircraft, each in accordance with Company policies applicable to senior executives. If Ms. White’s employment with the Company is terminated by the Company without “cause” or by her for “good reason” (as defined in the agreement), she will receive severance of twelve months of her base salary (payable in installments over such period), payment of her COBRA premiums for up to 18 months, and 6 months’ accelerated vesting of any time-based vesting component of her then-outstanding and unvested equity awards granted by the Company. In addition, she will receive a lump sum payment of a pro-rated amount of her target bonus for the fiscal year in which her termination occurs. Ms. White’s right to receive these severance benefits is subject to her providing a release of claims to the Company and her continued compliance with her confidentiality, non-solicitation (which shall continue for 12 months following termination), and other covenants in favor of the Company. If her employment with the Company terminates due to her death or disability, the Company will pay her (or her estate) a pro-rated target bonus for the year in which such termination occurs. If any payments under Ms. White’s employment agreement would otherwise trigger the excise tax imposed by Section 4999 of the Internal
Revenue Code, the payments will be reduced as provided in the agreement to a level that does not trigger the excise tax if the reduction results in her retaining a greater amount of the payments on an after-tax basis than if such reduction were not made.
On December 31, 2023, we entered into an employment agreement with Mr. Reeves to serve as our Chief Financial Officer. The agreement became effective on January 1, 2024 and has an initial three-year term. The agreement provides that Mr. Reeves will receive an initial annual base salary of $650,000 and is eligible for an annual discretionary bonus as determined by the Compensation Committee (with a target incentive equal to 200% of his base salary). The agreement also provided for him to receive an option grant for the purchase of up to 257,143 shares of common stock of the Company. He is also eligible to participate in the Company’s benefit plans made available to employees generally and was provided a hybrid, electrified, or all electric automobile and use of Company aircraft, each in accordance with Company policies applicable to senior executives. If Mr. Reeves’ employment with the Company is terminated by the Company without “cause” or by him for “good reason” (as defined in the agreement), he will receive severance of twelve months of his base salary (payable in installments over such period), payment of his COBRA premiums for up to 18 months, and 6 months’ accelerated vesting of any time-based vesting component of his then-outstanding and unvested equity awards granted by the Company. In addition, he will receive a lump sum payment of a pro-rated amount of his target bonus for the fiscal year in which his termination occurs. Mr. Reeves’ right to receive these severance benefits is subject to his providing a release of claims to the Company and his continued compliance with his confidentiality, non-solicitation (which shall continue for 12 months following termination), and other covenants in favor of the Company. If his employment with the Company terminates due to his death or disability, the Company will pay him (or his estate) a pro-rated target bonus for the year in which such termination occurs. If any payments under Mr. Reeves’ employment agreement would otherwise trigger the excise tax imposed by Section 4999 of the Internal Revenue Code, the payments will be reduced as provided in the agreement to a level that does not trigger the excise tax if the reduction results in his retaining a greater amount of the payments on an after-tax basis than if such reduction were not made.
On May 16, 2022, we entered into an employment agreement with Mr. Little, which was amended on October 23, 2022 to provide that Mr. Little would serve as our Chief Executive Officer as of the Effective Date and had an initial five-year term. Mr. Little voluntarily resigned as our Chief Executive Officer effective as of May 15, 2024. The agreement provided that Mr. Little would receive an initial annual base salary of $975,000 and be eligible for an annual discretionary bonus as determined by the Compensation Committee (with a target incentive equal to 200% of his base salary). He was also eligible to participate in the Company’s benefit plans made available to employees generally and is provided a hybrid, electrified, or all electric automobile and use of Company aircraft, each in accordance with Company policies applicable to senior executives. Pursuant to the agreement, Mr. Little was granted the right to purchase 92,474 of our restricted shares on May 13, 2022 that vest over a three-year period.
401(k) Savings Plan
As part of our overall compensation program, we provide all full-time employees, including each of the NEOs currently employed with us, with the opportunity to participate in a defined contribution 401(k) plan. The plan is intended to qualify under Section 401 of the Internal Revenue Code so that employee contributions and income earned on such contributions are not taxable to employees until withdrawn. Employees may elect to defer a percentage of their eligible compensation (not to exceed the statutorily prescribed annual limit) in the form of elective deferral contributions to the plan. The 401(k) plan also has a “catch-up contribution” feature for employees aged 50 or older (including those who qualify as “highly compensated” employees) who can defer amounts over the statutory limit that applies to all other employees. The Company does not currently make any matching or other contributions to participants’ accounts under the 401(k) plan. Prior to the Company’s acquisition of Southern, Mr. Little participated in Southern’s 401(k) plan, which had provisions similar to those described above.
Pension Benefits
We do not sponsor any qualified or non-qualified defined benefit plans.
Nonqualified Deferred Compensation
We do not maintain any non-qualified defined contribution or deferred compensation plans. The Compensation Committee, which is comprised solely of “outside directors” as defined for purposes of Section 162(m) of the Internal Revenue Code, may elect to provide our officers and other employees with non-qualified defined contribution or deferred compensation benefits if the compensation committee determines that doing so is in our best interests.
Incentive Compensation Clawback Policy
We have adopted a Compensation Recoupment (Clawback) Policy, which is intended to comply with the requirements of Section 303A.14 of the New York Stock Exchange Listed Company Manual implementing Rule 10D-1 under the Exchange Act. In the event the Company is required to prepare an accounting restatement of the Company’s financial statements due to material non-compliance with any financial reporting requirement under the federal securities laws, the Company will recover, on a reasonably prompt basis, the excess incentive-based compensation received by any covered executive during the prior three fiscal years that exceeds the amount that the executive otherwise would have received had the incentive-based compensation been determined based on the restated financial statements.
Stock Ownership Guidelines
The Compensation Committee and our Board of Directors adopted the following stock ownership guidelines for our executive officers to better align the interests of our executive officers with those of our stockholders:
Our chief executive officer must maintain a minimum holding of company stock with a fair market value equal to five times (5x) their annual base salary;
Our chief financial officer must maintain a minimum holding of company stock with a fair market value equal to three times (3x) their annual base salary;
Our other Section 16 officers must maintain a minimum holding of company stock with a fair market value equal to two times (2x) their annual base salary; and
Our executive officers will have five years to reach the minimum holding level.
As of March 14, 2025, all of our executive officers had either met their stock ownership requirement or had remaining time to do so.
Equity Award Grant Practices
The Compensation Committee approves all equity award grants, including to our NEOs, on or before the grant date, except to the extent the Compensation Committee or the Board has delegated to management the authority to grant such awards to certain employees. Annual equity awards are typically determined, reviewed and approved at the first Compensation Committee meeting of the fiscal year. On occasion, the Compensation Committee may grant equity awards outside of our annual grant cycle for new hires, promotions, recognition, retention or other purposes. In 2024, the Compensation Committee didnot take into account material non-public information when determining the timing or terms of equity awards, nor did we time disclosure of material non-public information for the purpose of affecting the value of executive compensation. During fiscal year 2024, the Company did grant stock option awards to NEOs during the period beginning four business days before and ending one business day after the filing of a periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of any Company Form 8-K that disclosed any material non-public information (other than a current report on Form 8-K disclosing a material new stock option award under Item 5.02(e) of such Form 8-K). The following information regarding such option grants is provided in accordance with SEC rules:
| Name | Grant Date | Number of Securities Underlying Award | Exercise Price | Grant Date Fair Value | Percentage Change in the Closing Market Price of the Securities Underlying the Award Between the Trading Day Ending Immediately Prior to the Disclosure of Material Nonpublic Information and the Trading Day Beginning Immediately Following the Disclosure of MaterialNonpublic Information |
|---|---|---|---|---|---|
| Deanna White | 4/3/2024 | 157,143 | 6.17 | 0.90 | -6.40% |
| Oliver Reeves | 4/3/2024 | 107,143 | 6.17 | 0.90 | -6.40% |
Director Compensation
We adopted a policy for compensating our non-employee directors with a combination of cash and equity, with such equity awards being subject to the terms and conditions of the 2023 Plan.
Annual Cash Retainers
At the time of our direct listing in July 2023, all non-employee directors were entitled to receive a $50,000 ($60,000 for our Lead Independent Director) annual cash retainer for serving as a member of the Board. On December 3, 2024, the Nominating and Governance Committee of the Board approved a reduction of the annual cash retainer for serving as a member of the Board by 30%, to $35,000 for non-employee directors and $42,000 for our Lead Independent Director. Non-employee directors are also eligible for the following additional annual cash retainers for their Board committee service:
| Chair | Member | |
|---|---|---|
| Audit Committee | $25,000 | $12,500 |
| Compensation Committee | 20,000 | 10,000 |
| Nominating Committee | 15,000 | 7,500 |
Each annual cash retainer is paid quarterly in arrears after the end of each fiscal quarter. We reimburse all of our directors for their reasonable out-of-pocket expenses, including travel, food, and lodging, incurred in attending meetings of our Board and/or its committees.
Equity Compensation
At the time of our direct listing in July 2023, new non-employee directors were entitled to receive an initial equity grant with a target grant date fair value of $330,000 awarded in the form of restricted stock units. On July 25, 2023, each non-employee director was awarded 13,409 restricted stock units, (the “July 2023 RSUs”), based on an assumed opening price of our common stock as of the date of our direct listing of $24.61 per common share. The actual opening price of our common stock as of July 27, 2023, the date of our direct listing, was $5.00 per common share, and the closing price of our common stock as of such date was $3.15 per common share. On April 3, 2024 each non-employee director was awarded an additional 91,353 restricted stock units, (the “April 2024 RSUs”), which, together with the original grant of 13,409 restricted stock units previously granted to each non-employee director, represented $330,000 based on the $3.15 per share closing price on July 27, 2023, the date of our direct listing. As disclosed in last year’s proxy statement, the April 2024 RSUs appear as awards in this year’s Director Compensation Table in accordance with SEC rules. Subject to the director’s continued service, initial equity awards vest on the one-year anniversary of the date of grant, provided that, because the April 2024 RSUs were intended to constitute part of the initial grant along with the July 2023 RSUs, the April 2024 RSUs vested in July 2024 along with the July 2023 RSUs. In addition, in subsequent years,on or around our annual meeting of the stockholders, each non-employee director is entitled to receive an annual equity grant with a target grant date fair value of $165,000 awarded in the form of restricted stock units. The annual equity awards vest in full on the one-year anniversary of the date of grant subject to the director’s continued service through such date. On December 3, 2024, the Nominating and Governance Committee of the Board approved a reduction of the target grant date fair values of the initial equity grant and annual equity grants to non-employee directors by 30%, to $231,000 and $115,500, respectively.
Director Stock Ownership Guidelines
The Compensation Committee and our Board of Directors adopted the following stock ownership guidelines for our non-employee directors to better align the interests of our non-employee directors with those of our stockholders:
Directors must maintain a minimum holding of company stock with a fair market value equal to five times (5x) such director’s annual cash retainer (excluding annual retainers for service on committees of the Board); and
Directors will have five years to reach the minimum holding level.
As of March 14, 2025, all of our non-employee directors had either met their stock ownership requirement or had remaining time to do so.
Fiscal Year 2024 Director Compensation Table
The following table sets forth information regarding the compensation received by each of our non-employee directors serving during the year ended December 31, 2024. Stan Little and Sudhin Shahani, who received compensation as employees and/or consultants of the Company, do not receive any compensation for their service on the Board, but, in accordance with SEC rules, Sudhin Shahani’s compensation for the year is included in the table below:
| Name · Fees Earned or Paid in Cash($) · Stock Awards ($)(1) · Option Awards ($)(1) · All Other Compensation ($)(1) · Total ($) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Carl Albert | $51,613 | $80,519 | $155,095 | (3) | $ | - | $287,224 | |||
| David Anderman | $ | - | $ | - | $28,871 | (4) | $ | - | $28,867 | |
| Tyrone Bland | $16,563 | $80,519 | $ | - | $ | - | $97,082 | |||
| John D'Agostino | $28,875 | $80,519 | $ | - | $ | - | $109,394 | |||
| Bruce Hack | $21,875 | $80,519 | $12,856 | (5) | $ | - | $115,245 | |||
| Ed Mady | $21,000 | $80,519 | $ | - | $ | - | $101,519 | |||
| Tyler Painter | $17,500 | $80,519 | $ | - | $ | - | $98,019 | |||
| Sudhin Shahani (2) | $ | - | $ | - | $820,298 | (6) | $714,795 | $1,535,087 | ||
(1)Amounts shown in these columns represent the aggregate grant date fair value (calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 “Compensation – Stock Compensation”) of stock awards and stock options 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. These amounts may not correspond to the actual value eventually realized by each director because the value depends on the market value of our common stock at the time the award vests or is exercised.
(2). Represents amounts paid to Mr. Shahani while still an employee of the Company and for services performed as a non-employee consultant of the Company.
(3) Mr. Albert was granted a stock option award of 172,340 shares on June 25, 2024, of which 25% of these stock options were vested as of the grant date of June 25, 2024, with the remaining 75% vesting over a three-year period thereafter.
(4) As part of a separate consulting agreement, Mr. Anderman was granted warrants to purchase up to 142,857 shares of common stock.
(5) Mr. Hack was granted a stock option award of 14,286 shares on June 25, 2024, of which 25% of these stock options were vested as of the grant date of June 25, 2024, with the remaining 75% vesting over a three-year period thereafter.
(6) Mr. Shahani was granted a stock option award of 911,544 shares on April 3, 2024, of which 25% of these stock options were vested as of the grant date of June 25, 2024, with the remaining 75% vesting over a three-year period thereafter.
Indemnification Agreements
We have entered into indemnification agreements with our officers and directors. These agreements, among other things, require the Company to indemnify its officers and directors for certain expenses, including attorneys’ fees, judgments, fines, and settlement amounts incurred by an officer or director in any action or proceeding arising out of their services as one of the Company’s officers or directors or any other company or enterprise to which the person provides services at the Company’s request.
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