Strata Critical Medical, Inc.
For the period ended May 6, 2025. Filed Mar 24, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 6, 2025 · Filed Mar 24, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material Pursuant to §240.14a-12 |
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Blade Air Mobility, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. |
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| ☐ | Fee paid previously with preliminary materials. |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11. |
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31 Hudson Yards, 14th Floor
New York, NY 10001
844-359-2523
March 24, 2025
Dear Fellow Stockholder:
On behalf of the Board of Directors and management of Blade Air Mobility, Inc., I cordially invite you to attend our annual meeting of stockholders on Tuesday, May 6, 2025 at 9:00 a.m. (Eastern Time). The 2025 Annual Meeting will be a virtual meeting of stockholders. You will be able to attend the 2025 Annual Meeting, vote your shares electronically and submit your questions during the meeting via live webcast by visitingwww.virtualshareholdermeeting.com/BLDE2025. Stockholders will be able to listen, vote, and submit questions from their home or any location with internet connectivity. To participate in the meeting, you must have the 16-digit number that is shown on your Notice of Internet Availability of Proxy Materials or on your proxy card if you elected to receive proxy materials by mail. The notice of meeting and proxy statement that follow describe the business that we will consider at the meeting.
We hope that you will be able to attend the meeting via our live webcast. However, regardless of whether you attend the meeting, your vote is very important. We are pleased to offer multiple options for voting your shares. You may vote by telephone, via the internet, by mail or through our live webcast of the Annual Meeting, as described beginning on page one of the proxy statement.
Thank you for your continued support of Blade Air Mobility, Inc.
Sincerely yours,
Robert S. Wiesenthal
Chief Executive Officer
Notice of 2025 Annual Meeting of Stockholders
May 6, 2025
9:00 a.m. (Eastern Time)
www.virtualshareholdermeeting.com/BLDE2025
You can attend the 2025 Annual Meeting online through our live webcast, vote your shares electronically and submit your questions during the 2025 Annual Meeting, by visitingwww.virtualshareholdermeeting.com/BLDE2025. You will need to have the 16-digit number included on your notice or your proxy card (if you received a printed copy of the proxy materials) to join the 2025 Annual Meeting.
AGENDA:
| 1. | To elect the three Class I directors named in our Proxy Statement to hold office until the annual meeting of stockholders for the calendar year ended December 31, 2027 (the “2028 Annual Meeting”) and until their respective successors have been duly elected and qualified; |
| 2. | To consider and vote upon a proposal to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025; |
| 3. | To consider an advisory vote on the frequency of future advisory votes on named executive officer compensation (“Say-on-Frequency” vote); |
| 4. | To consider an advisory vote on the compensation of our named executive officers (“Say-on-Pay” vote); and |
| 5. | To transact any other business properly introduced at the 2025 Annual Meeting. |
Only stockholders of record as of March 13, 2025 will be entitled to attend and vote at the 2025 Annual Meeting and any adjournments or postponements thereof. A list of these stockholders will be open for examination by any stockholder for any purpose germane to the 2025 Annual Meeting for a period of 10 days prior to the 2025 Annual Meeting by contacting our Investor Relations department atinvestors@blade.comand during the 2025 Annual Meeting atwww.virtualshareholdermeeting.com/BLDE2025.
Please note that if you held common stock on March 13, 2025 in “street name” (that is, through a broker, bank or other nominee), you are considered the “beneficial owner” of those shares. As the beneficial owner of those shares, you have the right to direct your broker, bank or other nominee how to vote your shares. You will receive instructions from your broker, bank or other nominee that you must follow in order to have your shares of common stock voted.
We hope that you can attend the 2025 Annual Meeting. Regardless of whether you will attend via our live webcast, please complete and return your proxy so that your shares can be voted at the 2025 Annual Meeting in accordance with your instructions.
We are pleased to furnish proxy materials to our stockholders on the internet. We believe that this allows us to provide you with the information that you need while lowering the costs of delivery and reducing the environmental impact of the Annual Meeting.
March 24, 2025
By Order of the Board of Directors
Melissa M. Tomkiel
President, General Counsel and Corporate Secretary
This Proxy Statement and accompanying proxy card are first being made available on or about March 24, 2025.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2025 ANNUAL MEETING OF STOCKHOLDERS:
Our official Notice of Annual Meeting of Stockholders, Proxy Statement and 2024 Annual Report on Form 10-K for the fiscal year ended December 31, 2024, are available electronically at https://ir.blade.com/sec-filings/all-sec-filingsReferences in this Proxy Statement to “Blade,” “the Company,” “we,” “us” or “our” refer to Blade Air Mobility, Inc. and include all of its consolidated subsidiaries, unless otherwise indicated or the context requires otherwise. References to “the Board” refer to our board of directors. A copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (our “Annual Report”), including financial statements, is being sent simultaneously with this Proxy Statement to each stockholder who requested paper copies of these materials and will also be available at www.proxyvote.com.
Summary Information for the Annual Meeting of Stockholders to be held on May 6, 2025
This Proxy Statement (this “Proxy Statement”) and our annual report for the fiscal year ended December 31, 2024 (the “Annual Report” and, together with the Proxy Statement, the “proxy materials”) are being furnished by and on behalf of the board of directors (the “Board”) of Blade Air Mobility, Inc. in connection with our annual meeting of stockholders for the calendar year ended December 31, 2024 (the “Annual Meeting” or the “2025 Annual Meeting”). As used herein, the terms “Blade,” the “Company,” “we,” “us,” or “our” refer to Blade Air Mobility, Inc. and its consolidated subsidiaries unless otherwise stated or the context otherwise requires. The Company was a special purpose acquisition company called Experience Investment Corp. (“EIC”) prior to the closing of the merger of privately held Blade Urban Air Mobility, Inc. (“Old Blade”) with and into a subsidiary of EIC, resulting in Old Blade becoming a wholly owned subsidiary of EIC on May 7, 2021 (the “Closing”), and EIC changed its name to Blade Air Mobility, Inc.
To assist you in reviewing the proposals to be voted upon at our 2025 Annual Meeting, we have summarized important information contained in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should carefully read the entire Proxy Statement and Annual Report on Form 10-K before voting.
| Stockholders of record as of March 13, 2025 may cast their votes in any of the following ways: | |||
|---|---|---|---|
| Internet | Phone | Via webcast during the Annual Meeting | |
| Visit www.proxyvote.com. You will need the 16-digit number included in your proxy card, voter instruction form or notice. | Call 1 800-690-6903 or the number on your voter instruction form. You will need the 16-digit number included in your proxy card, voter instruction form or notice. | Send your completed and signed proxy card or voter instruction form to Broadridge Financial Solutions c/o Vote Processing: 51 Mercedes Way, Edgewood NY 11717. | Visit www.virtualshareholder meeting.com/BLDE2025. You will need the 16- digit number included in your proxy card, voter instruction form or notice. Online access begins at 8:45 a.m. (Eastern Time). |
Voting Matters and Board Recommendation
| Proposal | Board Vote Recommendation | |
| Elect Class I Directors (page 3) | FOR each Director | |
| Ratify the Appointment of Independent Registered Public Accounting Firm for 2025 (page 14) | FOR | |
| Advisory Vote on the Frequency of Future Advisory Votes on Named Executive Officer Compensation (“Say-on-Frequency” Vote) (page 18) | 1 Year | |
| Advisory Vote on the Compensation of Our Named Executive Officers (“Say-on-Pay” Vote”) (page 19) | FOR |
i
Board Nominees
The following table provides summary information about each director nominee.
| Name | Director since | Class | Principal Occupation | Committee Membership | |||
|---|---|---|---|---|---|---|---|
| CC(1) | AC(2) | NCGC(3) | |||||
| John Borthwick | 2023 | I | Chief Executive Officer at Betaworks | ||||
| Reginald Love | 2021 | I | Senior Advisor at Apollo Global Management | ||||
| Edward Philip | 2021 | I | Former Chief Operating Officer of Partners in Health | ||||
| (1) | CC |
Compensation Committee
| (2) | AC |
| (3) | NCGC |
Nominating and Corporate Governance Committee
ii
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.