DEF 14A: Sky Harbour Group Corporation Sets Date for 2024 Annual Stockholders Meeting

Sentiment:

Proxy Statement 22 April 2024 5:26 PM

Sky Harbour Group Corporation will hold its annual meeting of stockholders on June 5, 2024, to elect directors and ratify the appointment of its independent accounting firm.

Summary

Sky Harbour Group Corporation will hold its Annual Meeting of Stockholders on Wednesday, June 5, 2024, at 11:00 a.m. Eastern Time at its corporate offices in White Plains, New York.
Stockholders of record as of April 12, 2024, are entitled to vote on the election of seven directors and the ratification of EisnerAmper LLP as the company's independent registered public accounting firm for the year ending December 31, 2024.
The Board recommends voting FOR the election of each director nominee and FOR the ratification of the accounting firm appointment.
Proxy materials are available online, and a Notice of Internet Availability was mailed to stockholders on or about April 23, 2024.
Stockholders can vote over the Internet, by telephone, or by mailing a proxy card.

Sentiment

Score: 7

Explanation: The document is primarily factual and procedural, outlining the details of the upcoming annual meeting and related corporate governance matters. The sentiment is neutral to slightly positive due to the company's commitment to corporate governance and stockholder value.

Positives

The company is providing electronic access to proxy materials to reduce costs and environmental impact.
The Board has determined that a majority of the directors are independent under NYSE American listing standards.
The company has adopted corporate governance guidelines and a code of business conduct and ethics.
Stockholders have the ability to amend the Bylaws by the affirmative vote of a majority of the outstanding shares of common stock.
The company does not have a stockholder rights plan.

Negatives

The company qualifies as a controlled company, which could allow it to be exempt from certain corporate governance requirements of the NYSE American, though it is not currently relying on these exemptions.
A previously reported material weakness in internal control over financial reporting related to the identification and classification of certain manual cash flow adjustments required the filing of a Form 10-Q/A, though management believes this has been remediated.

Risks

The company's reliance on the Stockholders Agreement could concentrate voting power and influence corporate decisions.
The potential for conflicts of interest in related party transactions requires careful review by the Audit Committee.
The company's qualification as a controlled company could lead to reduced corporate governance standards if exemptions are relied upon in the future.

Future Outlook

The company intends to comply with the corporate governance standards of the NYSE American and continue to enhance stockholder value over the long term.

Management Comments

Tal Keinan, Chairman of the Board and Chief Executive Officer, expressed gratitude for ongoing stockholder support.
The Board believes that the director nominees reflect a Board that is comprised of directors who (i) are predominantly independent, (ii) are of high integrity, (iii) have broad, business related knowledge and experience at the policy-making level in business, government, or technology, including their understanding of the Company's industry and business in particular, (iv) have individual qualifications, relationships, and experience that would increase the overall effectiveness of the Board, (v) meet other requirements as may be required by applicable rules, such as financial literacy or financial expertise with respect to audit committee members, (vi) are committed to enhancing stockholder value, and (vii) have sufficient time to carry out their duties and to provide insight and practical wisdom based on experience.

Industry Context

The company operates in the aviation infrastructure development business, and its corporate governance practices are being structured to align with industry standards and best practices.

Comparison to Industry Standards

The company's director compensation plan is designed to attract and retain qualified individuals and is believed to be in line with that of other public companies of a similar size.
The company's corporate governance practices are being structured to align with industry standards and best practices, including having committees of the Board comprised solely of independent directors, except the Compensation Committee which includes the Chief Executive Officer.

Management Changes

Role	Previous Person	New Person	Effective Date	Reason
Director	Robert S. Rivkin	Jordon Moelis	Upon election at the Annual Meeting	Robert S. Rivkin is not standing for re-election.
Chief Operating Officer	Alexander Saltzman	Will Whitesell	January 3, 2024	Alexander Saltzman stepped down from such positions, effective December 31, 2023.

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Director Independence	The Board has determined that five of the seven current directors and the director nominee, Mr. Moelis, are considered independent under the listing requirements and rules of the NYSE American.	N/A	Ensures independent oversight of the company's management and operations.
Committee Composition	It is anticipated that Mr. Moelis will join the Audit Committee and the Nominating and Corporate Governance Committee upon his election to the Board at the Annual Meeting.	Upon election at the Annual Meeting	May bring additional expertise and perspective to these committees.

Related Party Transactions

The company has a non-exclusive agreement with Echo Echo, LLC, a related party to the CEO, for the use of a Beechcraft Baron G58 aircraft, incurring expenses of $215,000 and $194,000 for the years ended December 31, 2023, and December 31, 2022, respectively.
The company paid $105,000 for consulting services to a company that employed the chief financial officer until prior to July 1, 2021.
The company has adopted a written policy relating to the approval of related person transactions, which will be reviewed and approved or ratified by the Audit Committee.

Stakeholder Impact

The election of directors and ratification of the accounting firm will impact shareholders' representation and the reliability of financial reporting.
Executive compensation policies are designed to attract, motivate, and retain executives and align their interests with stockholder value.
The company's corporate governance practices aim to enhance stockholder value over the long term.

Next Steps

Stockholders are urged to vote on the proposals before the Annual Meeting.
The Board will continue to review the company's leadership structure and corporate governance practices.
The Audit Committee will continue to oversee the company's accounting and financial reporting processes.

Key Dates

Date	Description
August 1, 2021	Date of the Equity Purchase Agreement between Yellowstone Acquisition Corp (YAC) and Sky Harbour LLC.
September 14, 2021	Date of the Registration Rights Agreement.
December 22, 2021	Sky entered into a letter agreement with Yellowstone and Boston Omaha.
January 15, 2022	Date of the Stockholders Agreement.
January 25, 2022	Closing date of the Yellowstone Transaction.
March 24, 2022	Date of the employment agreement with Tal Keinan.
April 28, 2022	Registration statements on Form S-1, originally filed with the SEC.
May 5, 2022	The Registration Statements were declared effective.
May 17, 2022	Registration statements on Form S-1, originally filed with the SEC.
May 25, 2022	The Registration Statements were declared effective.
January 3, 2024	Will Whitesell appointed as Chief Operating Officer.
April 12, 2024	Record date for determining stockholders eligible to vote at the Annual Meeting.
April 22, 2024	Date of the Notice of Annual Meeting of Stockholders.
April 23, 2024	Beginning date for mailing the Notice of Internet Availability of Proxy Materials.
June 4, 2024	Deadline for voting over the Internet or by telephone.
June 5, 2024	Date of the Annual Meeting of Stockholders.
December 31, 2024	Deadline for stockholder proposals to be received for inclusion in the 2025 proxy statement.
February 5, 2025	Earliest date for stockholders to notify the company of a proposal at the 2025 Annual Meeting of Stockholders.
March 7, 2025	Latest date for stockholders to notify the company of a proposal at the 2025 Annual Meeting of Stockholders.

Keywords

Annual Meeting, Proxy Statement, Board of Directors, Stockholders, Corporate Governance, Director Election, EisnerAmper, Audit Committee, Executive Compensation, Related Party Transactions

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