Nick Swenson
About Nick Swenson
Nick Swenson, age 56, is President, Chief Executive Officer, and Chairman of Air T, Inc.; he joined the Board in August 2012, became Chairman in August 2013, served as interim CEO in October 2013, and was appointed CEO in February 2014 . During his tenure, Air T’s FY25 revenue was $291.9M (+2% YoY) and Adjusted EBITDA increased to $7.4M (from $6.2M in FY24) . Pay-versus-performance disclosures show cumulative TSR (value of $100) declined to $76.13 in 2025 (from $88.62 in 2024 and $110.11 in 2023), while net losses were $(5.41)M in 2025, $(4.68)M in 2024, and $(11.79)M in 2023 . He is the managing member of AO Partners, LLC (general partner of AO Partners I, L.P.), and previously was a portfolio manager and partner at Whitebox Advisors, LLC .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Air T, Inc. | Director | Since Aug 2012 | Board oversight leading to subsequent appointment as Chairman and CEO |
| Air T, Inc. | Chairman of the Board | Since Aug 2013 | Board leadership; oversight of strategy/capital allocation |
| Air T, Inc. | Interim CEO; CEO | Interim Oct 2013; CEO Feb 2014 | Operational leadership; portfolio strategy execution |
| Whitebox Advisors, LLC | Portfolio Manager and Partner | Not disclosed | Investment and analytical experience leveraged for capital allocation |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| AO Partners, LLC / AO Partners I, L.P. | Managing Member / GP | Not disclosed | Leads largest shareholder group in AIRT; shareholder perspective on Board |
| Pro-Dex, Inc. | Director and Chairman of the Board | Not disclosed | External board leadership experience |
| Delphax Technologies Inc. | Director | Not disclosed | Industry and governance exposure |
| Lendway, Inc. (f/k/a Insignia Systems, Inc.) | Director | Not disclosed | Public company governance experience |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % | Actual Bonus ($) |
|---|---|---|---|
| 2024 | 50,000 | Not applicable (does not participate) | 0 (does not participate) |
| 2025 | 50,000 | Not applicable (does not participate) | 0 (does not participate) |
- At his request, Mr. Swenson does not participate in company bonus or benefit plans .
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| None (CEO does not participate in annual incentive plans) | — | — | — | — | — |
Equity Awards (Options) – Structure and Vesting
| Tranche Testing Year | Quantity (Options) | Exercise Price Range ($) | Expiration Date | Vesting Condition | Status as of 6/30/2025 |
|---|---|---|---|---|---|
| 2035 | 20,000 | 33.98 – 49.85 | 6/30/2035 | Vests only if AIRT trades at/above tranche exercise price within the 60 days before the testing date; if not, the tranche expires immediately | None vested |
| 2036 | 20,000 | 38.23 – 61.06 | 6/30/2036 | Same as above | None vested |
| 2037 | 20,000 | 43.01 – 74.80 | 6/30/2037 | Same as above | None vested |
| 2038 | 20,000 | 48.38 – 91.63 | 6/30/2038 | Same as above | None vested |
| 2039 | 20,000 | 54.43 – 112.25 | 6/30/2039 | Same as above | None vested |
| 2040 | 20,000 | 61.23 – 137.51 | 6/30/2040 | Same as above | None vested |
| 2041 | 20,000 | 68.89 – 168.45 | 6/30/2041 | Same as above | None vested |
- As of June 30, 2025, 140,000 CEO options are outstanding under the 2020 Plan; none are vested due to price-hurdle design; awards were made without corresponding transfer of consideration from recipients .
Equity Ownership & Alignment
| Category | Shares | Notes |
|---|---|---|
| Total Beneficial Ownership | 1,351,318 | 49.99% of 2,702,639 shares outstanding as of June 30, 2025 |
| AO Partners I, L.P. and AO Partners, LLC (shared power) | 970,964 | Mr. Swenson is Manager of AO Partners; disclaims beneficial ownership except to pecuniary interest |
| Direct and Glenhurst Co. (sole power) | 157,858 | Includes 94,938 via Glenhurst Co. |
| Groveland Capital, LLC | 52,690 | Power to direct voting/disposition |
| Groveland DST, LLC | 169,806 | Power to direct voting/disposition |
- Vested vs unvested: All CEO options were unvested as of June 30, 2025; common shares are fully owned and voting as shown above .
- Hedging/pledging: Company policy prohibits hedging/monetization by directors, officers, and employees; the company is not aware of any hedging, short sale, or derivative transactions by insiders beyond option/warrant exercises; pledging is not addressed in the proxy .
- Management alignment signal: Company reported $6.4M of treasury stock as of 3/31/25, citing open-market repurchases by management as alignment with shareholders .
Employment Terms
| Term | Detail |
|---|---|
| Agreement date/effective | Employment Agreement dated March 26, 2014; effective April 1, 2014 |
| Role and at-will status | CEO/President; employment can be terminated at any time without notice, for any reason or no reason |
| Base salary | $50,000 annually since April 1, 2014 |
| Bonus/equity/benefits | Agreement provides no participation in bonus or equity arrangements; CEO has declined participation in benefit plans (including 401(k)) |
| Severance | No severance upon termination by the Company |
| Non-compete | One-year covenant not to compete post-termination |
| Other | Confidentiality and indemnification provisions |
| Change-in-control (CIC) treatment | 2020 Omnibus Plan permits Compensation Committee discretion to accelerate vesting of awards (including options) upon a “change in control” (various triggers, including 50% beneficial ownership, majority Board change over two years, liquidation/sale of substantially all assets) |
Board Governance & Committee Roles
- Board service and roles: Director since August 2012; Chairman since August 2013; Chief Executive Officer since February 2014 .
- Independence status: Not independent due to executive role; only two nominees (Nick Swenson and Gary Kohler) are non-independent .
- Lead Independent Director: Role created in 2019; Raymond Cabillot has served as Lead Independent Director since 2019 to lead executive sessions and act as liaison between the Board and shareholders .
- Committees: Audit (Travis Swenson, Chair; McClung; Cabillot), Compensation (McClung, Chair; Cabillot; Travis Swenson), Nominating (Foudray, Chair; Cabillot; McClung)—all independent; Mr. Swenson is not listed on these committees .
- Meeting attendance: Board met 4 times in FY25; each director attended at least 75% of Board and committee meetings .
Performance & Track Record
Air T multi-year operating metrics and pay-versus-performance context:
| Metric | FY 2021 | FY 2022 | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|---|---|
| Revenue ($M) | 175.1 | 177.1 | 247.3 | 286.8 | 291.9 |
| Adjusted EBITDA ($M) | (1.3) | 11.4 | 6.0 | 6.2 | 7.4 |
| Pay vs Performance | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Value of $100 (TSR) ($) | 110.11 | 88.62 | 76.13 |
| Net Income (Loss) ($M) | (11.785) | (4.684) | (5.411) |
| CEO “Compensation Actually Paid” ($) | (30,368) | (302,147) | (431,907) |
- FY25 commentary from company materials: Revenue +2% YoY; Adjusted EBITDA +$1.2M YoY, with segment dynamics described (cargo, parts, ground support, digital) .
Related Party Transactions
- Cadillac Castings, Inc. (CCI): Air T invested $2.8M for a 19.90% stake on Nov 8, 2019; as of March 31, 2025, Mr. Swenson owns 67% of CCI, making this an ongoing related party relationship .
Director Compensation (context)
- Non-employee director fees in FY25: monthly retainer $1,500; meeting fee $750 (except Audit Committee: members $1,750/month, Chair $2,600/month); Lead Independent Director stipend $500/month; all paid in cash .
- Total FY25 director compensation (cash): Cabillot $51,000; Foudray $21,750; Kohler $21,000; McClung $45,000; T. Swenson $54,450; Thingelstad $42,000 .
Say-on-Pay & Frequency (2025 proxy proposals)
- The Board recommended FOR say-on-pay and FOR “Every Year” on say-on-pay frequency; results are not provided in the proxy .
Compensation Structure Analysis
- Cash vs equity mix: CEO cash compensation is a flat $50,000 with no bonus/benefits, emphasizing owner-operator alignment and cost discipline .
- Option design: All CEO options are out-of-the-money, tranche-based, and require sustained stock-price performance before vesting; any tranche that fails its 60-day price test expires immediately—creating a high bar and limited near-term selling pressure absent sustained price appreciation .
- Pay-for-performance optics: “Compensation actually paid” to the CEO was negative in FY23–FY25 due to fair value adjustments on options, aligning realized pay with shareholder outcomes during periods of underperformance .
- Governance mitigant for dual role: Board established a Lead Independent Director in 2019 to enhance independent oversight while the CEO also serves as Chairman .
Employment & Retention Risk
- Retention risk appears low given Mr. Swenson’s substantial beneficial ownership (49.99%) and below-market cash pay by choice; however, there is no severance protection, and his employment is at will .
- Non-compete of one year provides some post-termination protection to the company .
Investment Implications
- Alignment signal: Extremely modest cash pay, no bonus/benefits, and very large beneficial ownership (effective control via affiliated entities) indicate strong alignment with long-term equity value, further supported by management-led share repurchases (treasury stock $6.4M as of 3/31/25) .
- Incentive design: Option awards require step-change stock price performance to vest and expire if hurdles are not met—this reduces near-term insider selling pressure but concentrates incentives on a rising and sustained share price trajectory .
- Governance trade-offs: CEO also serves as Chairman and is not independent; the Board uses a Lead Independent Director and fully independent committees as a mitigant, but dual-role oversight risk persists .
- Performance backdrop: FY25 showed modest revenue growth and higher Adjusted EBITDA, but TSR and net income remain challenged, which may continue to influence investor confidence and option vesting outcomes .
- Related party exposure: The CCI relationship (Air T investment; CEO majority ownership) warrants continued monitoring for potential conflicts or capital allocation scrutiny .