Yanda Ma
About Yanda Ma
Chief Technology Officer of Airship AI Holdings, Inc. (AISP). Ma has served as CTO of Airship AI since March 2022 and of the public parent since December 2023; previously Vice President of Engineering from 2005. He holds a B.S. in Electrical Engineering and Computer Science from UC Berkeley and has multiple patents in streaming video and security technologies . Age 45 at the time of the December 28, 2023 post-merger disclosure; current executive roster confirms ongoing CTO role . Company revenue increased 87.4% year over year to $23.05 million in FY 2024 from $12.30 million in FY 2023, driven by federal agency orders; management reported gross profit up 82.6% with operating loss narrowing . TSR and EBITDA growth were not disclosed in the proxy or 10-K; the filing emphasizes revenue and profit components rather than TSR metrics .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Airship AI (private predecessor) | Vice President Engineering | 2005–2022 | Built multiple evolutions of product offerings; introduced Airship Enterprise Management; refocused to government surveillance; led edge solutions like Nexus Outpost; created end-to-end solution value . |
| Airship AI | Chief Technology Officer | Mar 2022–Present | Aligns engineering and product development with strategic goals; technology leadership across streaming video and security; patents for key technologies . |
External Roles
(No external directorships or outside public company roles disclosed for Ma.)
Fixed Compensation
Multi-year cash compensation disclosed in registration filings:
| Metric | FY 2022 | FY 2023 |
|---|---|---|
| Base Salary ($) | $200,000 | $227,500 |
| Bonus ($) | $29,500 | $0 |
Notes: Later DEF 14A (2025) NEO list did not include Ma; primary NEOs for 2024 were CEO, COO, President .
Performance Compensation
Earnout-aligned incentives from merger and equity plan:
| Metric | Weighting | Target | Actual | Payout | Vesting/Mechanics |
|---|---|---|---|---|---|
| Operating performance earnout | Not disclosed | Revenue ≥ $39m by quarter after 1st anniversary, or 100% growth in federal law enforcement awards (First Operating Performance Milestone) | Company disclosed achievement of First Operating Performance Milestone by 9/30/2024; 1,250,000 shares issued 1/7/2025 | Company-wide earnout issuance; Ma held 177,266 Earnout Rights subject to milestones | Rights vest upon milestone achievement; subject to continued service |
| Share price earnouts | Not disclosed | VWAP ≥ $12.50 for 20/30 days (First Share Price); VWAP ≥ $15.00 (Second Share Price) | Not disclosed | Potential additional earnout share issuance upon triggers | As outlined in merger earnout terms |
| Stock options (time-based) | Not disclosed | N/A | Granted options at $2.86, 75,000 shares vesting quarterly over 4 years | Equity value upon vest/exercise | Ten-year term; expires 8/16/2034 |
Equity Ownership & Alignment
Beneficial ownership and instruments:
- Beneficial ownership (Oct 16, 2025): 624,258 shares (1.8% of outstanding); includes 524,258 options exercisable within 60 days; total company shares outstanding 34,175,563 .
- Anti-hedging and anti-pledging policy: Hedging prohibited; pledging/margin holdings limited (pledged/margin not to exceed 25% of shares owned) .
- As of Form 4 filings in Dec 2024–Jan 2025, Ma sold common shares; after 12/30/2024 sale, reported 0 directly held common shares; retained derivative holdings (options, earnout rights) .
Option and derivative position snapshots by disclosure date:
| Instrument | Quantity | Strike/Base | Expiration | As-of Date |
|---|---|---|---|---|
| Stock options | 797,698 | $0.12 | 1/15/2032 | 12/31/2023 |
| Stock options | 677,698 | $0.12 | 1/15/2032 | 12/11/2024 |
| Earnout Rights | 177,266 | N/A | Per earnout periods | 12/11/2024 |
| Stock options | 75,000 | $2.86 | 8/16/2034 | 12/30/2024 |
| Options exercisable within 60 days (included in beneficial count) | 524,258 | Not disclosed | Not disclosed | 10/16/2025 |
Insider transactions indicating potential selling pressure:
| Date | Type | Shares | Price | Post-Transaction Common Shares |
|---|---|---|---|---|
| 12/11/2024 | Sale (Code S) | 30,000 | $3.39 | 60,000 |
| 12/30/2024 | Sale (Code S) | 60,000 | $6.45 | 0 |
Media summarization echoed these sales (e.g., Nasdaq/Quiver report), but SEC filings are authoritative .
Employment Terms
- No individual employment agreement or change-in-control agreement is disclosed for Ma; the 2025 DEF 14A states the company has no executive compensation, change-in-control, or similar agreements beyond annual compensation/awards .
- Equity incentive plan provisions permit acceleration, cancellation-for-cash, or assumption of awards upon change-in-control, at the compensation committee’s discretion .
- Termination rules: options/SARs generally expire 90 days after termination (or one year for disability/death); RSUs/restricted stock forfeited if service ends before vesting; “for cause” termination forfeits all awards immediately .
- Clawback policy adopted under Exchange Act Section 10D; covers incentive compensation tied to financial reporting measures for current/former executive officers .
- 401(k) and health/welfare plans available to executives; no defined benefit pension; severance specifics only disclosed for other executives (e.g., President/CFO), not for Ma .
Performance & Track Record
- Product leadership: Led development of Airship Enterprise Management; pivot to government-specific surveillance; edge solutions such as Nexus Outpost; end-to-end solutions .
- FY 2024 performance context: Net revenues $23.05m (+87.4% YoY) with gross profit $10.53m; driven by >$16m federal agency purchase orders shipped in 2024 .
- Revenue composition FY 2024: Products $18.72m; Post-contract support $4.33m; Other services $0 .
Company performance table:
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Net Revenues ($) | $12,299,584 | $23,050,213 |
| Gross Profit ($) | $5,764,317 | $10,526,755 |
Board Governance
- Compensation committee: Louis Lebedin (Chair), Peeyush Ranjan, Amit Mital; independent directors; oversees executive compensation, incentive plans, clawback policy .
- Audit committee: Amit Mital (Chair), Peeyush Ranjan, Louis Lebedin; Lebedin designated financial expert .
- Legal matters: Company disclosed no director/officer involvement in legal proceedings over past ten years per Item 401(f) .
Compensation Structure Analysis
- Mix: For Ma, cash salary disclosed for 2022–2023; equity-linked incentives via options and earnout rights; no guaranteed severance/change-in-control contract disclosed .
- Equity plan guardrails: Repricing prohibited without shareholder approval; 10-year plan term; non-employee director compensation capped at $250,000 value per year .
- Anti-hedging/pledging policy suggests alignment focus; pledging limited to 25% of owned shares .
- Earnout reliance ties compensation outcomes to company revenue/share price milestones, reinforcing pay-for-performance dynamics .
Risk Indicators & Red Flags
- Insider sales: Two open-market sales in Dec 2024 totaling 90,000 shares; zero directly held common shares reported post-sale (retained derivative instruments) .
- No personal employment/severance protections disclosed, potentially increasing retention risk if market volatility persists .
- Hedge/Pledge controls reduce alignment concerns; no specific pledging by Ma disclosed .
- Company highlighted related-party founder financing arrangements (not Ma), managed under audit/committee oversight .
Equity Ownership & Alignment (Detailed Table)
| Holder | Shares | % | Notes |
|---|---|---|---|
| Yanda Ma | 624,258 | 1.8% | Includes 524,258 options exercisable within 60 days; excludes earnout shares until contingencies met . |
Employment Terms (Equity Plan Mechanics)
| Provision | Summary |
|---|---|
| Change-in-control | Committee may accelerate, cancel-for-cash, assume/substitute, or purchase awards; rounding to nearest whole share . |
| Termination | Options/SARs exercisable for 90 days post termination (1 year for disability/death); RSU/restricted stock forfeiture if unvested; “Cause” forfeits all awards immediately . |
| Clawback | Restatement-triggered recovery of excess incentive compensation within prior three fiscal years . |
| Anti-hedging/pledging | Hedging prohibited; margin/pledge holdings capped at 25% of owned shares . |
| Repricing | No option/SAR repricing or cash substitution without shareholder approval . |
Investment Implications
- Alignment: Ma’s incentives are heavily equity-linked (options and earnout rights tied to revenue/share-price milestones), which supports pay-for-performance. Anti-hedging/pledging policies strengthen alignment .
- Retention: Absence of a personal employment/severance agreement suggests lower contractual retention barriers; equity plan acceleration under change-in-control could be viewed as attractive, but lack of guaranteed severance may elevate exit risk in adverse scenarios .
- Trading signals: December 2024 insider sales (90,000 shares; zero common shares remaining post-12/30) indicate near-term selling pressure; ongoing derivative holdings (options/earnout) suggest maintained upside exposure despite sales .
- Performance backdrop: FY 2024 revenue growth of 87.4% with federal orders underscores execution momentum in Ma’s domain; continued delivery and PCS revenue visibility (remaining performance obligations ≈$6.2m) provide support for equity-based performance payouts .