Global Crossing Airlines Group Inc.
For the period ended Dec 10, 2025. Filed Oct 28, 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.
Dec 10, 2025 · Filed Oct 28, 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
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 Rule 14a-11(c) or Rule 14a-12 |
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(Name of Registrant as Specified In Its Charter)
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 below per Exchange Act Rules 14a-6(i)(4) and 0-11. |
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Global Crossing Airlines Group Inc.
**Bldg. 5A, Miami International Airport, 4 th floor
4200 NW 36th Street, Miami, FL 33166
October 28, 2025
Dear Fellow Stockholders:
You are cordially invited to attend the 2025 Annual Meeting of Stockholders of Global Crossing Airlines Group Inc. on Wednesday, December 10, 2025, at 10:00 a.m. Eastern Standard Time held at Bldg. 5A, Miami International Airport, 4th floor, 4200 NW 36th Street, Miami, FL 33166.
Details about the business to be conducted at the Annual Meeting and other information can be found in the attached Notice of Annual Meeting of Stockholders and Proxy Statement. As a stockholder, you will be asked to vote on five proposals as well as any other business that properly comes before the Annual Meeting.
Your vote is important. After reading the attached Notice of Annual Meeting of Stockholders and Proxy Statement, please submit your proxy or voting instructions promptly.
On behalf of the management team and your Board of Directors, thank you for your continued support and interest in Global Crossing Airlines Group Inc.
Sincerely,
/s/ Chris Jamroz
Chris Jamroz
Executive Chairman
Bldg. 5A, Miami International Airport, 4 th floor
4200 NW 36th Street, Miami, FL 33166
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on December 10, 2025
The 2025 Annual Meeting of Stockholders of Global Crossing Airlines Group Inc. (the “Company”) will be held on Wednesday, December 10, 2025, at 10:00 a.m. Eastern Standard Time (“EST”) at Bldg. 5A, Miami International Airport, 4th floor, 4200 NW 36th Street, Miami, FL 33166 (the “Annual Meeting”).
You are entitled to participate in the Annual Meeting if you were a stockholder of the Company as of the close of business on October 13, 2025, the record date for the Annual Meeting. The Notice of Annual Meeting, Proxy Statement and 2024 Annual Report are available on the Company’s website at www.globalxair.com under “Investor Relations – SEC Filings.” The Annual Meeting is being held for the following purposes:
| 1. | To elect the following six nominees, each of whom is an existing director: |
○ Alan Bird, T. Allan McArtor, Chris Jamroz, Deborah Robinson, Cordia Harrington and Andrew Axelrod as members of our Board of Directors, each to serve for a one-year term;
| 2. | To reapprove the Global Crossing Airlines Group Inc. Incentive Stock Option Plan; |
| 3. | To reapprove the Global Crossing Airlines Group Inc. Restricted Share Unit Plan; |
| 4. | To reapprove the Global Crossing Airlines Group Inc. Performance Share Unit Plan; |
| 5. | To ratify the appointment of Rosenberg Rich Baker Berman P.A. as our independent registered public accounting firm for the fiscal year ending December 31, 2025; and |
| 6. | To transact any other business that properly comes before the Annual Meeting and any adjournment or postponement thereof. |
The Company urges stockholders to vote and submit proxies in advance of the Annual Meeting by one of the methods described in these proxy materials for the Annual Meeting. Stockholders who attend the Annual Meeting by following the instructions in these proxy materials will have an opportunity to vote and to submit questions during the meeting.
Only stockholders of record as of the close of business on October 13, 2025, are entitled to receive notice of and to vote at the Annual Meeting and all adjournments or postponements thereof. Stockholders who hold shares in street name may vote through their brokers, banks or other nominees.
Regardless of the number of shares you own and whether you plan to attend the Annual Meeting, please vote. All stockholders of record can vote (i) over the Internet by accessing the Internet website specified on the enclosed proxy card or voting instruction form and following the instructions provided to you, (ii) by calling the toll-free telephone number specified on the enclosed proxy card or voting instruction form and following the instructions when prompted, (iii) by written proxy by signing and dating the enclosed proxy card and returning it, or (iv) by attending the Annual Meeting in accordance with the instructions provided in the proxy statement.
We encourage you to receive all proxy materials in the future electronically to help us save printing costs and postage fees, as well as natural resources in producing and distributing these materials. If you wish
to receive these materials electronically in the future, please follow the instructions on the proxy card or voting instruction form.
By Order of the Board of Directors,
/s/ Chris Jamroz
Chris Jamroz
Executive Chairman
October 28, 2025
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON DECEMBER 10, 2025
This Notice of Annual Meeting and Proxy Statement and our 2024 Annual Report are available on our website at www.globalxair.com under “Investor Relations — SEC Filings”
TABLE OF CONTENTS
| QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING | 2 |
|---|---|
| PROPOSAL 1 | 8 |
| DIRECTORS AND EXECUTIVE OFFICERS | 9 |
| Directors | 9 |
| BOARD OF DIRECTORS AND CORPORATE GOVERNANCE | 11 |
| Director Independence | 11 |
| Board Leadership Structure | 12 |
| Role of the Board in Risk Oversight | 12 |
| Meetings of the Board of Directors | 12 |
| Audit Committee | 13 |
| Compensation Committee | 13 |
| Nominating and Corporate Governance Committee | 14 |
| Safety Committee | 14 |
| Director Nominations | 14 |
| Securityholder Communications with the Board | 15 |
| Code of Conduct and Ethics | 15 |
| Insider Trading Policy | 15 |
| Director Compensation | 15 |
| EXECUTIVE COMPENSATION | 17 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 20 |
| Delinquent Section 16(a) Reports | 22 |
| EQUITY COMPENSATION PLAN INFORMATION | 23 |
| PROPOSAL 2 | 24 |
| PROPOSAL 3 | 30 |
| PROPOSAL 4 | 34 |
| PROPOSAL 5 | 38 |
| AUDIT RELATED MATTERS | 39 |
| Report of the Audit Committee | 39 |
| Independent Registered Public Accounting Firm Fees | 40 |
| RELATED PERSON POLICY AND TRANSACTIONS | 41 |
| Related Person Transactions Policy and Procedures | 41 |
| Related Person Transactions | 41 |
| OTHER MATTERS | 42 |
| Householding of Proxy Materials | 42 |
| APPENDIX A | A-1 |
| APPENDIX B | B-1 |
| APPENDIX C | C-1 |
Bldg. 5A, Miami Int’l Airport, 4 th floor
4200 NW 36th Street, Miami, FL 33166
PROXY STATEMENT
FOR THE 2025 ANNUAL MEETING OF STOCKHOLDERS
To Be Held on December 10, 2025
This Proxy Statement is being furnished to our stockholders of record as of the close of business on October 13, 2025 in connection with the solicitation by our Board of Directors of proxies for the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) to be held at Bldg. 5A, Miami International Airport, 4th floor, 4200 NW 36th Street, Miami, FL 33166 on Wednesday, December 10, 2025, at 10:00 am. EST, or at any and all adjournments or postponements thereof, for the purposes stated in the Notice of Annual Meeting of Stockholders. The approximate date of mailing of this Proxy Statement and the enclosed form of proxy is October 28, 2025.
Unless we state otherwise or the context otherwise requires, references in this proxy statement to “we,” “our,” “us,” or the “Company” are to Global Crossing Airlines Group Inc., a Delaware corporation.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.