Melissa Tomkiel
About Melissa Tomkiel
Melissa M. Tomkiel is President and General Counsel of Blade Air Mobility. She is 44 years old and has served as Blade’s President since January 2021 and General Counsel since February 2015; previously, she led “Fixed Wing” from 2015–2020, and was President of LIMA NY Corp. (2010–2015) and an attorney at Pryor Cashman (2006–2010). She holds a J.D. from St. John’s University School of Law and a B.A. from the University of Notre Dame . Company performance under the SEC’s pay-versus-performance disclosure shows Blade’s $100 TSR measure at $118.72 for 2024 (period beginning 12/31/2022) and a 2024 net loss of $27.3M, while 2024 Adjusted EBITDA reached $1.205M, a level that triggered incentive payouts and PSU vesting .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Blade Air Mobility (Old Blade) | President, Fixed Wing | 2015–2020 | Led Fixed Wing operations, a key part of the Passenger segment expansion . |
| Blade Air Mobility (Old Blade) | General Counsel | Feb 2015–Closing Date | Built legal function through SPAC combination and subsequent growth . |
| LIMA NY Corp. | President | 2010–2015 | Ran commuter air carrier operating amphibious seaplanes and rotorcraft, directly relevant to Blade’s air mobility model . |
| Pryor Cashman | Attorney | 2006–2010 | Legal background underpinning current GC responsibilities . |
External Roles
No public-company directorships or external committee roles for Ms. Tomkiel are disclosed in Blade’s proxies or executive officer biographies .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base salary ($) | $500,000 | $525,000 |
| Target bonus (% of salary) | 75% | 75% |
| Actual cash bonus ($) | $468,750 | $425,250 (108% of target) |
| Stock awards grant-date fair value ($) | $0 (no FY23 grant; STIP RSUs granted Mar-2024) | $5,155,687 (PSUs/RSUs) |
| All other compensation ($) | $36,331 | $28,660 |
| Total compensation ($) | $1,005,081 | $6,134,597 |
Performance Compensation
2024 Short-Term Incentive Plan (STIP) – Structure and Payout
| Metric | Threshold | Target | Maximum | Actual (FY2024) | Payout as % of Target | Payout ($) |
|---|---|---|---|---|---|---|
| Adjusted EBITDA | $100,000 | $500,000 | $5,000,000 | $1,205,000 | 108% | $425,250 |
Notes:
- One corporate metric (Adjusted EBITDA) aligned to profitability/expense control; payout curve 50% at threshold, 100% at target, 150% at max with interpolation above target .
2024 PSU Grant – Design and Vesting Progress
| Item | Detail |
|---|---|
| Grant form and timing | Performance Stock Units (PSUs) granted in March 2024 (100% of LTI in FY24) . |
| Target grant for Tomkiel | $3,000,000 target value; 1,285,714 PSUs determined using 30-day average price methodology as of Nov 13, 2023 committee action . |
| Performance period and metrics | Four-year performance period with performance measured on Adjusted EBITDA and Free Cash Flow; five Adjusted EBITDA performance conditions across the period . |
| FY2024 result and vesting | Company achieved Adjusted EBITDA of $1,205,000 for 2024; 20% of Tomkiel’s PSUs vested as of Mar 6, 2025 (i.e., ~257,143 PSUs) . |
2023 STIP – Portion Paid in RSUs (granted Mar 8, 2024)
| Item | Detail |
|---|---|
| RSUs in lieu of cash | 20% of FY2023 STIP payout paid in RSUs to conserve cash and align with shareholders . |
| Tomkiel RSUs granted | 22,836 RSUs (valued at $75,000) . |
| Vesting | Vested on April 1, 2024, subject to continued service . |
Equity Ownership & Alignment
Beneficial Ownership (alignment and scale)
| As-of Date | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Mar 7, 2024 | 1,217,129 | 1.6% |
| Mar 13, 2025 | 1,278,645 | 1.6% |
- Stock ownership guidelines: executives must hold shares equal to 1x base salary; RSUs count, unexercised options and unearned PSUs do not; as of Dec 31, 2024, no executives or directors were out of compliance .
- Anti-hedging/anti-pledging: hedging and pledging prohibited; no margin purchases; applies to officers and directors .
Outstanding Equity (selected detail; as of Dec 31, 2023)
| Type | Grant/Terms | Status/Count |
|---|---|---|
| RSUs (time-based; 11/8/2022) | Originally 6.25% quarterly from 1/1/2023, final on 1/1/2027; modified by Aug-2023 vesting acceleration | 698,844 unearned units |
| RSUs (time-based; 12/16/2021) | Originally 6.25% quarterly from 1/1/2022, final on 1/1/2026; modified by Aug-2023 vesting acceleration | 67,182 unearned units |
| RSUs (time-based; 8/13/2021) | 2/3 vested 7/1/2023; remainder vest 6/8/2024 (accelerated) | 52,528 unearned units |
| Stock options | Multiple legacy awards at $0.18 strike (2017–2020) | 593,566 (7/28/2020), 16,020 (7/11/2019), 90,861 (11/16/2018), 39,216 (6/27/2017) exercisable |
Note: Company-wide equity plan outstanding/available share data disclosed; PSUs are included at maximum for plan counts, but unearned PSUs do not count toward ownership guideline compliance .
Employment Terms
| Topic | Terms for Melissa Tomkiel |
|---|---|
| Employment agreement | Letter agreement dated July 1, 2019; at-will; salary-based compensation . |
| Restrictive covenants | Confidentiality (perpetual), 12-month post-termination non-compete, 12-month non-solicit (customers and employees) . |
| Severance / change-in-control | No individualized severance multiples disclosed; company best-practice framework indicates no single-trigger CoC benefits and no excise tax or other gross-ups on a change in control . |
| Clawback | Compensation recovery (“clawback”) policy in place . |
| Perquisites | Flight benefit: $25,000 of personal travel per year on company flights for NEOs (taxable); CEO at $50,000 . |
| Insider trading controls | Hedging and pledging prohibited; preclearance practices under Insider Trading Policy . |
Board Governance (director status, committees, independence)
- Blade’s director nominees and committee membership disclosures do not list Ms. Tomkiel as a director; she is disclosed as an executive officer (President, General Counsel). No board committee roles or director independence status are disclosed for her .
- Ms. Tomkiel also serves as Corporate Secretary (officer capacity) per 2024 proxy materials communication, reinforcing officer—rather than director—status .
- Therefore, dual-role independence concerns (e.g., CEO/Chairman) are not implicated for her at Blade .
Compensation Structure Analysis (alignment and trends)
- Strong performance linkage: ~90% of target 2024 NEO pay was variable, at-risk; 100% of FY24 long-term equity was PSU-based with multi-year EBITDA/FCF goals .
- Rigorous STIP: single-company metric (Adjusted EBITDA) exceeded target, yielding a 108% payout, supporting pay-for-performance alignment .
- Equity-heavy mix: Large 2024 PSU grant ($3.0M target; 1,285,714 PSUs) creates multi-year retention and performance alignment; 20% vested in Mar-2025 after hitting FY2024 EBITDA test .
- Cash conservation: Part of FY2023 bonus paid as RSUs with quick vest, signaling alignment and liquidity management .
- Governance practices: No single-trigger CoC, no CoC gross-ups, stock ownership rules, clawback, and anti-hedge/pledge policies are in place .
Risk Indicators & Potential Trading Pressure
- Near-term vesting events: 2024 PSU tranche (20%) vested on Mar 6, 2025; FY2023 STIP RSUs vested Apr 1, 2024—both are typical windows for sell-to-cover tax transactions .
- Historical Form 4 timing: Company disclosed a late Form 4 in Aug 2022 for several officers (including Tomkiel) tied to sales to cover taxes on vesting, indicating a precedent for sell-to-cover around vest dates .
- Hedging/pledging ban reduces risk of forced selling or misalignment through derivatives or margin .
Compensation Peer Group (benchmarking context)
The Compensation Committee used an Aon-advised peer set in May 2023 reflecting sector adjacency (aerospace/defense, airlines, health care/eVTOL), $100M–$1.5B market caps, and up to $1B revenues; Blade sat at ~38th percentile of market cap and ~41st percentile of revenue at the time. Peer list includes Archer, Joby, Sun Country, Virgin Galactic, Wheels Up, DocGo, ChargePoint, etc. .
Say-on-Pay & Shareholder Feedback
2025 is Blade’s first Say-on-Pay vote; the Board recommends “FOR” NEO compensation and conducted a Say-on-Frequency vote in 2025 given SEC requirements; historical approval percentages are not yet available for Blade .
Investment Implications
- Pay-performance alignment improving: Positive FY2024 Adjusted EBITDA and 108% STIP payout, plus 20% PSU vesting, indicate targets were set to drive break-through profitability, aligning compensation with key de-risking milestones .
- Retention and sell pressure: Large 2024 PSU grant with multi-year tests enhances retention; however, periodic vestings (PSUs and RSUs) can create predictable sell-to-cover windows that may add near-term float and technical pressure around vest dates .
- Strong alignment safeguards: 1.6% beneficial ownership, stock ownership requirements (in compliance), and anti-hedge/pledge rules support long-term alignment and reduce downside behavioral risks tied to leverage or derivatives .
- Governance risk low on CoC: Absence of single-trigger CoC benefits and no excise tax gross-ups mitigate shareholder-unfriendly parachute optics; individualized severance terms for Tomkiel are not disclosed, implying limited guaranteed cash protections relative to peers (neutral-to-modest retention risk) .