Form 4: Surf Air Mobility Director Carl Albert Reports Significant RSU Grants and Power of Attorney Update
Insider Transaction Report
Surf Air Mobility Inc. Director Carl A. Albert reported the acquisition of 96,581 restricted stock units (RSUs) and an administrative change in his attorney-in-fact for SEC filings.
Summary
- Carl A. Albert, a Director and 10% Owner of Surf Air Mobility Inc. (SRFM), reported transactions on June 26, 2025.
- He acquired 62,857 restricted stock units (RSUs) which were fully vested upon grant, with a price of $0.
- He also acquired an additional 33,724 RSUs, with a price of $0, which will vest on the first anniversary of the grant date or the day immediately preceding the first annual meeting of stockholders to occur after the grant, subject to his continued service to the Issuer.
- These acquisitions increased his direct beneficial ownership to 111,547 shares of common stock.
- Additionally, 61,928 shares are held indirectly by the Carl Albert Trust dated June 7, 1991.
- A Substitution of Power of Attorney, effective May 27, 2025, appointed Douglas Sugimoto as the new attorney-in-fact for Carl A. Albert, replacing David Anderman.
Sentiment
Score: 7
Explanation: The document reports routine director compensation through RSU grants, with a portion immediately vested, which is generally positive for aligning director interests with shareholders. The change in power of attorney is administrative.
Positives
- Director Carl A. Albert received a significant grant of 96,581 restricted stock units (RSUs), indicating continued compensation and alignment with company performance.
- A portion of the RSUs (62,857 shares) were fully vested upon grant, providing immediate ownership.
Negatives
- The RSUs were granted at a price of $0, which is typical for RSU grants but means no cash was paid by the director for these shares.
Risks
- The vesting of 33,724 RSUs is contingent on Carl A. Albert's continued service to the Issuer, posing a risk if his service ceases before the vesting conditions are met.
Future Outlook
The vesting of 33,724 RSUs is tied to future service, indicating an expectation of Carl A. Albert's continued involvement with Surf Air Mobility Inc. for at least the next year or until the next annual meeting.
Management Comments
- The RSUs will vest in full on the first to occur of (i) the first anniversary of the date of grant, or (ii) on the day immediately preceding the first annual meeting of stockholders to occur after the date of grant, subject to the Reporting Person's continued service to the Issuer.
Industry Context
This is a standard insider transaction filing (Form 4) reporting director compensation in the form of restricted stock units. It reflects typical executive compensation practices in publicly traded companies, including those in the mobility or aviation sector, aiming to align director interests with shareholder value.
Comparison to Industry Standards
- The grant of Restricted Stock Units (RSUs) at a $0 price is a common form of equity compensation for directors and executives across various industries, including aviation and technology, aligning their interests with shareholder value creation.
- The vesting schedule for the 33,724 RSUs, tied to continued service over one year or until the next annual meeting, is a standard practice designed to retain key personnel and incentivize long-term commitment, comparable to similar plans at companies like Delta Air Lines or Joby Aviation for their board members.
- The immediate vesting of 62,857 RSUs upon grant is less common for performance-based grants but can occur for board service or as part of a specific compensation structure, potentially seen in smaller or growth-stage companies aiming to provide immediate equity incentives.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Attorney-in-fact for Carl A. Albert | David Anderman | Douglas Sugimoto | 2025-05-27 | Substitution of Power of Attorney |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Power of Attorney Substitution | David Anderman's authority as attorney-in-fact for Carl A. Albert was transferred to Douglas Sugimoto. | 2025-05-27 | This is an administrative change ensuring continuity in SEC filing compliance for Carl A. Albert, a director and 10% owner. It does not alter Carl Albert's role or beneficial ownership directly but streamlines the process for his SEC disclosures. |
Related Party Transactions
- The Carl Albert Trust dated June 7, 1991, holds 61,928 shares indirectly, indicating a related party holding.
Stakeholder Impact
- Shareholders: The RSU grants align the director's interests with shareholders by increasing his equity stake, potentially incentivizing long-term value creation.
- Employees: No direct impact mentioned, but the compensation structure for directors can reflect broader company compensation philosophies.
Next Steps
- Carl A. Albert's continued service to Surf Air Mobility Inc. is expected for the vesting of the 33,724 RSUs.
- The company will likely hold its next annual meeting of stockholders, which is a vesting trigger for some RSUs.
Key Dates
| Date | Description |
|---|---|
| 1991-06-07 | Date of the Carl Albert Trust, which holds 61,928 shares indirectly. |
| 2023-06-28 | Date of the original Power of Attorney granted by Carl A. Albert to David Anderman. |
| 2025-05-27 | Effective date of the Substitution of Power of Attorney, appointing Douglas Sugimoto as attorney-in-fact. |
| 2025-06-26 | Date of the reported RSU transactions for Carl A. Albert. |
| 2025-06-27 | Date the Form 4 was signed by Douglas Sugimoto as attorney-in-fact. |
Keywords
Surf Air Mobility, SRFM, SEC Form 4, Restricted Stock Units, RSU, Insider Trading, Director Compensation, Stock Ownership, Corporate Governance, Power of Attorney
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