Robert Wiesenthal
About Robert S. Wiesenthal
Robert S. Wiesenthal (58) is Blade Air Mobility’s Chief Executive Officer and a Class III director (since May 2021); he previously led Old Blade as CEO from 2015 and served on its board from 2014. He was COO of Warner Music Group (2013–2015), held senior executive roles at Sony Corporation (including EVP and CFO of Sony Corporation of America, 2000–2012), and was a Managing Director at Credit Suisse First Boston (1988–2000). He holds a B.A. from the University of Rochester. He is not an independent director under Nasdaq rules, and his next scheduled board election is at the 2027 Annual Meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Blade Urban Air Mobility, Inc. (Old Blade) | Chief Executive Officer; Director | CEO: Jul 2015–May 2021; Director: Jun 2014–May 2021 | Led pre-SPAC operations and strategy . |
| Warner Music Group Corp. | Chief Operating Officer | Jan 2013–Jul 2015 | Oversaw global operations . |
| Sony Corporation / Sony Corporation of America | EVP; CFO (Sony Corp. of America); other senior roles | 2000–2012 | Finance leadership and corporate strategy . |
| Credit Suisse First Boston | Managing Director; Head of Digital Media & Entertainment | 1988–2000 | Investment banking leadership . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| TripAdvisor Inc. (Nasdaq) | Director | Current | Public company directorship . |
| Starz (global media) | Director | Prior | Prior public company directorship . |
Board Governance
- Independence: Not independent; Blade’s board determined independence for seven directors and did not include Wiesenthal on that list .
- Committee assignments: Not listed on Audit, Compensation, or Nominating & Corporate Governance committees (AC: Philip [chair], Lauck, Lyne; CC: Lyne [chair], Affeldt, Lerer, Philip, later Borthwick; NCGC: Love [chair], Affeldt, Borthwick) .
- Board attendance: In 2024 the board met 5 times; each director attended ≥75% of board/committee meetings; six of eight directors attended the 2024 annual meeting .
- Leadership structure: CEO and Chair roles are separated (Affeldt is Chair); policy contemplates a Lead Independent Director if the Chair is not independent, but the proxy does not disclose a named LID .
- Executive sessions: Independent directors meet regularly in executive session .
Fixed Compensation
| Metric | FY2023 | FY2024 | Notes |
|---|---|---|---|
| Base salary ($) | $750,000 | $750,000 | No change in 2024. |
| Target bonus (% of base) | 100% | 100% | STIP based on Adjusted EBITDA. |
| Actual bonus paid ($) | $937,500 (2023 STIP; paid in 2024) | $810,000 (2024 STIP; paid in early 2025 at 108% of target) | Performance vs FY targets. |
| Perquisites | Flight benefit: $50,000 per year | Flight benefit: $50,000 per year | Executives/directors responsible for imputed income. |
| Tax gross-up | Offer letter provides for gross-up on certain reimbursed business expenses | Offer letter provides for gross-up on certain reimbursed business expenses | Potential shareholder-unfriendly term. |
Performance Compensation
| Component | Grant/Period | Structure | Outcome/Status |
|---|---|---|---|
| 2024 STIP | Jan 1–Dec 31, 2024 | Corporate metric: Adjusted EBITDA. Threshold $100k; Target $500k; Max $5,000k. Payouts: 50%/100%/150% of target bonus; actual between target and max interpolated . | Achieved Adjusted EBITDA $1,205k → 108% of target bonus; CEO payout $810k . |
| 2024 PSUs | 4-year performance period: Jan 1, 2024–Dec 31, 2027 | Weighting: 70% Adjusted EBITDA; 15% Free Cash Flow; 15% EVA (eVTOL) commercial milestone; measured quarterly on trailing four quarters; vest upon committee certification and continued service . | Threshold achieved for FY2024 (positive Adjusted EBITDA); 20% of PSUs vested on Mar 6, 2025 . |
| 2024 PSU award sizing (CEO) | Target value $4,600,000; 1,971,428 PSUs (30-day avg price basis from Nov 13, 2023) | Performance-based; vesting per conditions | 20% vested Mar 6, 2025 per FY2024 achievement . |
| 2023 STIP paid-in-equity | Mar 8, 2024 | 20% of 2023 STIP paid in RSUs; CEO $150,000 → 45,672 RSUs; vested ~3 weeks after grant to align with shareholders . | Fully vested shortly after grant . |
Option and RSU Detail (CEO)
| Award Type | Grant Date | Quantity | Strike/Value | Expiration/Vesting |
|---|---|---|---|---|
| Stock options (exercisable) | 4/10/2015 | 1,237,611 | $0.18 | 4/10/2025 |
| Stock options (exercisable) | 9/1/2015 | 282,470 | $0.18 | 9/1/2025 |
| Stock options (exercisable) | 11/16/2018 | 2,428,702 | $0.18 | 11/28/2028 |
| RSUs (unvested) | 12/16/2021 | 67,182; MV $285,524 at $4.25 | Time-based vest; quarterly through Dec 8, 2025 | 2025 schedule |
| RSUs (unvested) | 11/9/2022 | 1,182,514; MV $5,025,685 at $4.25 | Time-based vest; quarterly Mar 2025–Dec 8, 2026 | 2025–2026 |
| PSUs (earned, pending certification as of 12/31/24) | 3/8/2024 | 394,286; MV $1,675,715 at $4.25 | 20% tranche certified Mar 6, 2025 | Certified 3/6/2025 |
| PSUs (unearned) | 3/8/2024 | 1,577,142; MV $6,702,853 at $4.25 | Performance vest through 2027 | 2024–2027 |
Severance and Change-in-Control Provisions (CEO)
- Severance Plan: Termination without cause or for good reason (outside CIC): 1.5x base salary + up to 18 months health premiums; within CIC protection window (−3 to +12 months): 2x base salary + prorated target bonus + up to 24 months health premiums + 100% acceleration of time-based equity .
- 2024 PSU protections: Full vest if PSUs not assumed in a CIC; if assumed and CEO terminated without cause/for good reason, 100% vest of then unvested PSUs; certification mechanics if termination occurs after performance achievement but before committee certification .
Clawback and Trading Policies
- Clawback: SEC/Nasdaq-compliant recovery of incentive compensation tied to restatements .
- Anti-hedging/anti-pledging: Directors/officers prohibited from hedging and pledging company stock; margin purchases and loans against company securities prohibited .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlock/Conflict Notes |
|---|---|---|---|
| TripAdvisor Inc. | Director | Not disclosed | No disclosed transactional interlocks with Blade . |
| Starz | Former Director | Not disclosed | Prior role; no current interlock . |
Expertise & Qualifications
- Finance and operations: CFO experience at Sony Corporation of America; COO experience at Warner Music Group; investment banking MD at CSFB .
- Technology/media: Multiple senior roles at Sony and Warner; board experience at TripAdvisor and Starz .
- Aviation/mobility leadership: CEO of Old Blade since 2015; Blade CEO since 2021 .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 8,197,830 | 9.8% of outstanding shares (79,955,438) . |
| Ownership breakdown | 4,249,047 shares held + 3,948,783 shares issuable upon exercise of vested options | See option detail above. |
| Stock ownership guideline | 5x annual base salary for CEO | Compliance: none of executives/directors out of compliance as of 12/31/2024 . |
| Hedging/pledging | Prohibited by policy | No pledges disclosed in proxy . |
| Outstanding unvested equity (as of 12/31/2024) | RSUs: 67,182 (2021), 1,182,514 (2022); PSUs earned pending: 394,286; PSUs unearned: 1,577,142 | Market values based on $4.25 close 12/31/2024 . |
Governance Assessment
- Independence and oversight: As CEO and director, Wiesenthal is not independent; he does not sit on key oversight committees (Audit, Compensation, NCGC), which is appropriate but concentrates influence via management leadership and board seat. Blade maintains separate Chair and CEO roles and regular executive sessions, supporting board oversight .
- Pay-for-performance alignment: 2024 compensation heavily performance-based—100% STIP tied to Adjusted EBITDA and multi-year PSUs weighted to profitability and cash flow; 20% of PSUs vested only after achieving positive Adjusted EBITDA. Introduction of PSUs in 2024 enhances alignment versus prior RSU-heavy years .
- RED FLAGS and watch items:
- Non-independence: CEO serving on the board reduces independent oversight; monitor the effectiveness of committee chairs and executive sessions .
- Tax gross-up: Offer letter includes tax gross-up for certain reimbursed expenses, viewed unfavorably by governance-sensitive investors .
- Sponsor/registration rights: Investor Rights Agreement grants demand registration rights and mandates the CEO as a director; while typical in SPAC transitions, it codifies influence—monitor ongoing board refreshment and shareholder representation dynamics .
- Shareholder engagement and say-on-pay: 2025 will be Blade’s first say-on-pay; board recommends FOR and annual frequency—watch vote outcomes for investor confidence signals .
- Related-party safeguards: Audit Committee reviews related-party transactions; anti-hedging/anti-pledging policy and ownership guidelines reinforce alignment; no pledged shares disclosed .
Overall, Wiesenthal’s governance profile reflects strong performance linkage in pay and clear trading/ownership safeguards, offset by non-independence and a residual SPAC-era rights framework. Continued transparency on PSUs, EVA milestones, and say-on-pay results will be key investor confidence indicators .