Victor Huang
About Victor Huang
Victor Huang (age 56) is Founder, Chairman, and Chief Executive Officer of Airship AI Holdings (AISP). He has served as CEO since April 2007, Chairman since January 2012, and a director since March 2005; he joined Airship as its first employee in October 2004. Prior to Airship, he was an independent trader/investor (1996–2004) and a financial consultant at Smith Barney (1992–1996). He studied business administration at the University of Washington. The 2025 proxy does not disclose TSR, revenue growth, or EBITDA growth targets or outcomes tied to his compensation.
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Airship AI (pre-SPAC) | First employee; later CEO & Chair | 2004–present | Founder leadership; long-tenured product and go-to-market oversight |
| Independent | Trader & investor | 1996–2004 | Capital markets experience; investor perspective |
| Smith Barney | Financial Consultant | 1992–1996 | Financial advisory background |
External Roles
No public company or other external board roles for Mr. Huang are disclosed in AISP’s 2024–2025 proxies.
Fixed Compensation
| Metric (USD) | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary | $399,145 | $408,717 |
| Other Compensation | $0 | $11,584 |
Notes: No cash “Bonus” was reported for 2023–2024.
Performance Compensation
| Component | FY 2023 | FY 2024 | Metrics, weighting, target, vesting |
|---|---|---|---|
| Non-Equity Incentive Plan Compensation | $1,068,058 | $284,478 | Specific performance metrics/weightings not disclosed in proxies. |
| Option Awards (grant-date FV) | $0 | $49,464 | Equity plan terms administered by Compensation Committee; grants subject to plan vesting; metrics not disclosed for CEO’s awards. |
Context: In 2024, the company issued a warrant to Mr. Huang under a Master Loan Agreement; the warrant’s fair value ($284,478) was expensed and the Master Loan Agreement was later terminated on Sept 2, 2025. This financing-related equity issuance and accounting treatment appear in related-party disclosures and may explain non-cash “incentive” expense in 2024 rather than an operating performance payout.
Equity Awards Detail (Vesting/Schedules/Overhang)
| Award type | Exercisable | Unexercisable | Exercise/Base | Expiration |
|---|---|---|---|---|
| Stock Options (grant adjusted post-merger) | 1,749,335 | – | $0.12 | 1/15/2032 |
| Stock Options | 12,500 | 87,500 | $2.86 | 8/16/2034 |
| Stock Appreciation Rights (SARs) | 1,758,105 | – | $0.12 base | 2/16/2032 (table) ; Jan 2028 as of 12/31/2024 (narrative) |
Notes: The proxies contain an inconsistency on SAR expiration (table vs. narrative). As of 12/31/2024, SARs were described with a January 2028 expiration; the 2025 outstanding table lists February 16, 2032.
Equity Ownership & Alignment
| Holder | Beneficial Ownership (shares) | % of SO | Detail (within 60 days) |
|---|---|---|---|
| Victor Huang | 9,108,458 | 23.1% (out of 34,175,563 shares outstanding as of 10/16/2025) | Includes 1,655,076 warrants; 1,783,710 options; and 1,758,105 SARs; also includes shares held via Airship Kirkland Family LP; earnout excluded. |
Additional alignment/permissions:
- Anti-hedging policy prohibits derivatives/hedging (collars, swaps, forwards, etc.). Pledging/margining permitted up to 25% of total shares owned by an employee/director. No individual pledging by Mr. Huang is disclosed.
- Director stock ownership guidelines are not disclosed; no compliance status is provided for Mr. Huang.
Employment Terms
- No CEO employment agreement or special severance/change-in-control (CIC) agreement is disclosed; company states it has no executive compensation, change-in-control or similar agreements other than annual compensation and equity awards (as of 12/31/2024).
- CIC mechanics come from the 2023 Equity Incentive Plan: at the Compensation Committee’s discretion, awards may be cancelled for cash, assumed/substituted, vesting may be accelerated (especially upon termination in connection with CIC), or awards purchased/terminated. This is not a single/double-trigger cash severance; it’s plan-based equity treatment authority.
- No pension/defined benefit, SERP, or deferred compensation plans are maintained; executives may participate in 401(k)/health benefits.
Board Governance
- Role/Independence: Mr. Huang is Chairman and CEO (dual role) and therefore not independent. The Board has five directors; three are independent (Mital, Ranjan, Lebedin).
- Committee memberships: Mr. Huang serves on the Nominating & Corporate Governance Committee (Ranjan, Chair). He is not on Audit or Compensation.
- Attendance: Each director attended at least 75% of aggregate Board and applicable committee meetings in the last fiscal year.
- Controlled company: In 2024, founders Victor Huang (CEO) and Derek Xu (COO) beneficially controlled ~54.9% voting power; AISP was deemed a “controlled company” under Nasdaq rules (permitted governance exemptions).
- Director election result (2024 AM): Mr. Huang was re-elected with 14,403,644 “For,” 68,950 “Withheld,” and 4,412,509 broker non-votes.
Director Compensation (Board Service)
- In 2023, Mr. Huang received no additional compensation for director service; independent directors were paid cash and option awards.
- The equity plan caps non-employee director compensation at $250,000 in total value (cash plus equity) per fiscal year.
Related Party Transactions (Governance Red Flags to Monitor)
- Founder Advances to/from Company: Founders borrowed $3,000,000 from Airship (2020). In 2023, they transferred Zeppelin Worldwide LLC and a Taiwan subsidiary to Airship to settle $1,100,000 owed by founders.
- Founder cash advances to the Company: Net activity resulted in $1,750,000 advances due as of 12/31/2023; reduced to $1,300,000 as of 12/31/2024; fully repaid by June 30, 2025 ($650,000 each).
- Master Loan Agreement with Mr. Huang (terminated 9/2/2025): Entered 9/27/2024 for up to $1,500,000 at 6% interest; Company paid $11,913 interest for 2024 and issued 220,000 five-year warrants at $2.36 (FV $284,478 expensed; warrants immediately exercisable). Terminated on 9/2/2025.
- Founder Warrants: On 5/8/2023, warrants to purchase 1,344,951 shares issued to each of Victor Huang and Derek Xu (exercise price $1.77; five-year term; fully vested; recorded as stock-based comp).
Compensation Structure Analysis (Signals)
- Cash vs. Equity mix: 2023 non-equity incentive comp was high ($1.07M) vs. 2024 ($0.28M), while salary grew modestly (~2.4%). Option award expense was modest ($49k) in 2024.
- Pay-for-performance transparency: Proxies do not disclose specific performance metrics/weightings/targets for CEO’s payouts.
- Equity overhang/vesting pressure: Large pools of deeply in-the-money options and SARs (base/strike ~$0.12) can create long-term selling supply, though vesting for key blocks is largely complete; one 2018 option grant fully vested by 2023.
- Clawback policy exists and is administered by the Compensation Committee. Detailed triggers not disclosed.
Say-on-Pay & Shareholder Feedback
- 2024 Annual Meeting agenda included director elections and auditor ratification; no say-on-pay proposal was reported.
Risk Indicators & Red Flags
- Dual role (CEO + Chairman) raises governance and oversight concerns; Board has a majority of independent directors but no disclosed Lead Independent Director.
- Controlled company status (2024) indicates founder control over key decisions; company may utilize Nasdaq governance exemptions.
- Related party financing and warrants (Master Loan Agreement, founder warrants) create potential conflicts/misalignment if terms are not arm’s length; agreement terminated in 2025.
- Pledging allowed up to 25% of holdings under policy (though not specifically used by Mr. Huang per disclosures); hedging prohibited.
Employment Terms (Severance/CIC Economics)
- No CEO employment contract; no disclosed salary+bonus severance multiple; no tax gross-ups; CIC treatment governed by equity plan at Compensation Committee discretion (not fixed single/double-trigger cash severance).
Investment Implications
- Alignment: Mr. Huang’s 23.1% stake (plus options/SARs and prior founder warrants) strongly aligns long-term value creation—while also cementing control. Anti-hedging and limited pledging policies are positive, but the allowance of pledging up to 25% requires monitoring.
- Overhang/selling pressure: Large, low-strike legacy options and SARs (and prior warrants) may represent future selling supply as liquidity windows open, though much of the equity is already vested.
- Governance risk: Dual CEO/Chair role and controlled-company dynamics elevate oversight risk; counterbalanced by majority independent board and independent committees (audit/comp). Investor engagement on governance (e.g., independent chair/lead director) may be warranted.
- Pay-for-performance opacity: Lack of disclosed performance metrics/targets tied to CEO payouts reduces visibility on incentive alignment; consider advocating for clearer KPI disclosure (revenue growth, margins, FCF, TSR).
Key datapoints used above are from AISP’s 2025 and 2024 DEF 14A and Form 8-K filings.
Citations:
- Background, roles, age, committees, independence, attendance:
- Fixed/performance pay (SCT):
- Options/SARs outstanding:
- Beneficial ownership/percent/SO:
- Insider policy (hedging/pledging):
- No exec agreements/severance; benefits:
- Equity plan & CIC:
- Related party transactions & founder warrants/master loan:
- Controlled company status (2024):
- Director election results (2024 AM):
- Director compensation (no fees for Huang in 2023):