William Heyburn
About William Heyburn
William A. Heyburn, 36, is Blade Air Mobility’s Co-Chief Executive Officer (since August 2025), Chief Financial Officer, and Head of Corporate Development. He has served as Blade’s CFO since December 2020 and Head of Corporate Development since May 2018; he joined Blade from RedBird Capital (Vice President), Oak Hill Advisors (U.S. Credit Investment), and Moelis & Company (Investment Banking – restructuring). He holds an A.B. from Harvard University . Under his financial leadership, Blade achieved positive Adjusted EBITDA of $1,205,000 in FY2024, triggering 108% STIP payout and vesting of 20% of PSUs; company TSR measured as the value of a $100 investment was $118.72 for 2024, and net loss was $(27,307,000) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Moelis & Company | Investment Banking – focused on restructuring transactions | 2011–2013 | Restructuring advisory experience |
| Oak Hill Advisors, L.P. | U.S. Credit Investment Team | 2013–2015 | Credit investing at global alternative investment firm |
| RedBird (private investment firm) | Various roles, most recently Vice President | 2015–Apr 2018 | Private equity/investment experience |
| Blade Air Mobility (Old Blade) | Head of Corporate Development | May 2018–Closing Date | Corporate development leadership |
| Blade Air Mobility | Chief Financial Officer | Dec 2020–present | Finance leadership; drove profitability focus |
External Roles
No external public company board roles disclosed beyond Blade .
Fixed Compensation
| Metric | FY2023 | FY2024 |
|---|---|---|
| Base Salary ($) | $450,000 | $500,000 |
| Target Bonus (% of Base) | — | 75% |
| Actual Bonus Paid ($) | $421,875 | $405,000 |
| All Other Compensation ($) | $38,563 | $26,616 |
| Total Compensation ($) | $910,438 | $5,402,874 |
Notes:
- 2024 Stock Awards totaled $4,471,258 (PSUs and RSUs; includes portion of 2023 STIP paid as RSUs in March 2024) .
- 2024 CEO/NEO pay program emphasized at-risk pay; approximately 90% of target compensation was variable (STIP + PSUs) .
Performance Compensation
| Plan | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| 2024 STIP (cash) | Adjusted EBITDA | 100% | $500,000 | $1,205,000 | 108% of target bonus | Paid in early 2025 |
| 2024–2027 PSUs | Adjusted EBITDA (5 performance conditions) | 70% | Multi-year thresholds | First EBITDA condition achieved in 2024 | 20% of PSUs vested (company-wide) | Vest upon Committee certification (Mar 6, 2025 for first tranche) |
| 2024–2027 PSUs | Free Cash Flow | 15% | Defined as Operating Cash Flow less Capex and related depreciation (with specified exclusions) | Not disclosed | Not disclosed | Earn/vest over performance period |
| 2024–2027 PSUs | EVA commercial milestone | 15% | Specified EVA-related milestone | Not disclosed | Not disclosed | Earn/vest over performance period; reallocation if not achievable by end 2026 |
PSU Grant Details (2024 Awards):
- Target value $2,600,000; PSUs granted 1,114,285 to Heyburn .
- Earned as of 12/31/2024 (vested upon 3/6/2025 certification): 222,857 PSUs .
- Remaining subject to performance conditions: 891,428 PSUs .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of Mar 13, 2025) | 1,039,165 shares; 1.3% of outstanding (79,955,438 shares outstanding) |
| Options (Exercisable) | 175,000 options @ $0.18 strike; expire 7/28/2030 |
| RSUs Unvested (12/16/2021 grant) | 26,593 RSUs; vest quarterly in 2025 with remaining by Dec 8, 2025 |
| RSUs Unvested (11/8/2022 grant) | 458,162 RSUs; vest quarterly Mar 2025–Dec 2026 with remaining by Dec 8, 2026 |
| PSUs (earned 2024; certified 3/6/2025) | 222,857 PSUs (vested upon certification) |
| PSUs (remaining subject to performance) | 891,428 PSUs |
| Ownership Guidelines | Other Executive Officers: 1x annual base salary; must retain 100% of net shares until compliant; none out of compliance as of 12/31/2024 |
| Hedging/Pledging | Prohibited (including shorts, swaps, collars, exchange funds; margin/pledging disallowed) |
Insider Selling Pressure Indicators:
- Multiple RSU tranches vesting across 2025–2026 may create recurring liquidity windows; anti-hedging/pledging policy mitigates alignment risks .
Employment Terms
| Term | Provision |
|---|---|
| Employment status | At-will; standard confidential information, invention assignment, and arbitration agreement |
| Non-compete | 12 months post-termination |
| Non-solicit (customers; employees) | 12 months post-termination; includes non-interference |
| Severance (outside Change in Control) | 1x base salary; up to 9 months health premiums for NEOs other than CEO |
| Severance (during Change in Control protection period) | 1x base salary; prorated target bonus; up to 12 months health premiums; 100% acceleration of outstanding time-based equity awards |
| Change in Control window | From 3 months before to 12 months after a Change in Control |
| PSUs treatment on termination/CoC | Vesting upon CoC if not assumed; if assumed and involuntarily terminated without Cause or for Good Reason, 100% vesting of then unvested PSUs; vest if performance achieved before certification and employment ends other than for Cause |
| Clawback Policy | Complies with SEC/Nasdaq; recovers incentive pay following restatement, to extent overpaid |
| No gross-ups / single-trigger | Program expressly avoids excise tax or other gross-ups; no single-trigger CoC benefits |
Board Governance
- Board service: Appointed a Class II director effective August 28, 2025; term through the 2026 annual meeting .
- Committees: 2024 Audit (Philip—Chair; Lauck; Lyne) and Compensation (Lyne—Chair; Affeldt; Lerer; Philip) and Nominating & Corporate Governance (Love—Chair; Affeldt; Borthwick) were composed of independent directors under Nasdaq rules . Executive directors typically do not serve on these committees to preserve independence.
- Meetings: In 2024, Board met 5x; Audit 4x; Compensation 5x; NCGC 2x; each director attended at least 75% of aggregate meetings; independent directors meet regularly in executive session .
- Board leadership: Company policy separates CEO and Chair; if Chair not independent, a lead independent director is designated; governance guidelines and committee charters available on IR site .
Director Compensation (Program; for non-employee directors)
| Role | Compensation |
|---|---|
| Director | RSU award of $150,000 and, at director’s election, $50,000 in either RSUs or cash |
| Board Chair | $50,000 in RSUs or cash (election) |
| Audit Chair | $20,000 in RSUs or cash (election) |
| Compensation Chair | $15,000 in RSUs or cash (election) |
| NCGC Chair | $10,000 in RSUs or cash (election) |
| Audit Member | $10,000 in RSUs or cash (election) |
| Compensation Member | $7,500 in RSUs or cash (election) |
| NCGC Member | $5,000 in RSUs or cash (election) |
FY2024 director RSUs (base award): 42,826 per continuing director; vest 100% at 2025 annual meeting; directors also eligible for Flight Benefit Policy; FY2024 individual director compensation amounts disclosed separately (non-employee directors only) .
Additional Disclosures Relevant to Compensation & Governance
- Peer group (adopted May 2023 with Aon): mix of aerospace/defense, airlines, and adjacent sectors; Blade was at 38th percentile of market cap and 41st percentile of revenue within peer group at time of analysis .
- Pay versus Performance (Company-level): Compensation Actually Paid and TSR disclosed; Non-PEO NEOs comprised Tomkiel and Heyburn for periods presented .
Investment Implications
- Pay-for-performance alignment: Heyburn’s 2024 pay was majority at-risk, with 100% of long-term equity in PSUs tied to profitability (Adjusted EBITDA), Free Cash Flow, and strategic EVA milestones; early achievement and certification of positive Adjusted EBITDA led to vesting of 20% of PSUs, signaling execution momentum .
- Potential selling pressure windows: RSU vesting cadence through 2025–2026 and further PSU vesting contingent on multi-year performance may create periodic liquidity events; however, robust anti-hedging/anti-pledging policies and ownership guidelines mitigate misalignment risk .
- Retention and CoC economics: Severance is moderate (1x base; prorated bonus during CoC window) with double-trigger equity protections and clawback compliance—supportive of retention without shareholder-unfriendly features (no excise tax gross-ups; no single-trigger) .
- Governance considerations: Dual role as Co-CEO, CFO, and director concentrates executive influence; committee independence and a separated Chair structure are intended to preserve oversight integrity; continued adherence to independent committee composition is key for governance quality .
Citations: Executive Officers (bio: age, roles, education) 8-K (Aug 4, 2025) management transition (co-CEO role) 8-K (Aug 29, 2025) board appointments (director class/term) Proxy – Annual Bonus and PSUs introduction; 2024 Adjusted EBITDA narrative Proxy – STIP targets, actual Adjusted EBITDA, and 108% payout Proxy – PSU target values and vesting certification (20% vested) Proxy – Pay versus Performance (TSR; net loss) Proxy – Base salary table (2024 vs 2023 for NEOs) Proxy – Summary Compensation Table (FY2023, FY2024 detail) Proxy – Outstanding Equity Awards and vesting schedules Proxy – Stock ownership guidelines and compliance Proxy – Insider Trading Policy (anti-hedging/pledging) Proxy – Severance Plan; CoC protections; clawback Proxy – Audit Committee composition (independence) Proxy – Nominating & Corporate Governance Committee composition (independence) Proxy – Director independence determinations and classified board Proxy – Meetings and attendance; executive sessions Proxy – Governance guidelines; leadership structure; lead independent director Proxy – Director compensation program Proxy – FY2024 Director compensation details Proxy – Compensation peer group; program governance and “What We Do/Don’t Do” summary