Brandon Robinson

About Brandon Robinson

Brandon Robinson, age 46, is HOVR’s Chief Executive Officer and a Class III director, serving since the January 12, 2024 SPAC business combination that created New Horizon Aircraft Ltd. (HOVR) . He founded Legacy Horizon (Horizon Aircraft) in 2013 and led it through the SPAC process; previously, he was a CF‑18 fighter pilot in the Canadian Armed Forces and later managed large military capital projects . Robinson holds a B. Mechanical Engineering (Royal Military College), an MBA (Royal Roads), is co‑author on aerospace patents, and holds an Airline Transport Pilot License; he also serves on the Ontario Aerospace Council board . The board is majority independent; the CEO is not independent, there is currently no board chair, and independent directors meet in executive sessions at least annually .

Past Roles

External Roles

Board Service & Governance

• Director class/term: Class III; term expires at the 2026 annual meeting .
• Committee roles: No CEO committee service; Audit, Compensation, and Nominating/Governance committees are fully independent; current members and chairs are disclosed, with an expected rotation post‑meeting (independence maintained) .
• Independence/dual-role: CEO is not independent; board has no chair; independent directors hold executive sessions and one independent director presides per session .
• Attendance: The board held four meetings in FY2025; all incumbents attended ≥75% of board and assigned committee meetings .
• Family relationships: COO Jason O’Neill is the CEO’s brother‑in‑law .

Fixed Compensation

• Employment Agreement base salary: USD $300,000 for CEO (at‑will) .
• Benefits/perquisites: Broad-based retirement/health programs; no unique perquisites disclosed for FY2025 .

Performance Compensation

• Annual bonus framework: Company indicates performance-based cash/stock opportunities; 2025 bonus paid in shares via STIP but specific financial/operational metrics, weightings, and target-to-actual outcomes were not itemized in the proxy .
• Equity plan: Options and PSUs/RSUs granted under the 2023 Equity Incentive Plan; options vest in three equal annual installments over three years; PSUs/RSUs have vesting conditions set at grant by the board .

Option awards (CEO):

• 95,476 options exercisable and 47,737 unexercisable at $0.55 (USD) expiring August 2, 2030; table footnote references original grant at CAD $0.76 (FX conversion shown) .
• 400,000 options unexercisable at $0.61 (USD) expiring February 2, 2035; options vest in three equal annual installments per plan practice .

Stock awards (CEO):

• 100,000 unvested stock units shown in the outstanding awards table; market value disclosure also shown, though the share count/valuation presentation appears partially inconsistent within the table for one line item .

Policies affecting performance pay:

• Change-of-control: Option exercise can be accelerated in a takeover bid or change of control per plan; PSU/RSU vesting conditions are board‑defined at grant and may be accelerated at discretion .
• Equity grant practices: Grants consider performance targets and internal milestones; guardrails to avoid MNPI timing issues; legal oversight .

Equity Ownership & Alignment

Vesting/selling pressure signals:

• Options generally vest in three equal tranches over three years; significant unvested options (400,000) and unvested stock units (100,000) imply periodic vesting events that may create sellable supply, subject to trading windows and 10b5‑1 plans .
• SPAC lock‑up restrictions expired July 12, 2024, which removed legacy lock-up constraints on certain holders and could increase secondary supply; a limited waiver was granted at closing for ~1.69 million shares of a non‑affiliate .

Employment Terms

Related Party & Governance Notes

• Related party: Services engagement with Cert Centre Canada (3C), led by director John Maris; HOVR engaged ~$60 to date; audit committee oversight applies .
• Section 16(a): The company reports several late filings by certain insiders/holders in FY2025; no specific note of a late filing for Brandon Robinson .
• Independent committees: Audit, Compensation, and Nominating/Governance fully independent; committee charters posted; expected committee member transitions post‑meeting preserve independence .
• Dilution governance: 2023 Equity Incentive Plan evergreen allows up to 5% annual share pool increases through Jan 1, 2034, subject to board determination, which can be a source of ongoing dilution .

Director Compensation (as it relates to CEO/Director dual role)

• Non‑employee director compensation is a mix of cash and stock; employee directors do not receive additional pay for board service—so Robinson receives no incremental director fees beyond his executive compensation .

Compensation Structure Observations

• Mix shift and equity emphasis: 2025 showed a step‑up in salary and the addition of stock and option awards as a public company, aligning incentives to long‑term value creation .
• Lack of disclosed bonus metrics: The proxy does not specify quantitative targets/weightings for the CEO’s annual incentive or PSU metrics, limiting pay‑for‑performance transparency .
• Option design: 10‑year options with three‑year ratable vesting and potential acceleration on change-of-control enhance retention but can concentrate value on future volatility/price appreciation .

Risk Indicators & Red Flags

• Dual roles and independence: CEO is also a director; no separate board chair; however, independent committees and executive sessions mitigate to a degree .
• Family tie: COO is CEO’s brother‑in‑law—monitor for related‑party perceptions (COO is not up for re‑election as a director and continues as an executive) .
• Share supply dynamics: Lock‑up expiration and ongoing equity plan “evergreen” increases can add to float over time .
• Pledging/hedging risk: Explicitly prohibited, which is positive for alignment .

Multi‑Year Compensation Detail (CEO)

Outstanding Awards (CEO)

Note: Options generally vest in three equal annual installments per plan; change‑of‑control may accelerate exercise; board holds discretion on RSU/PSU vesting .

Security Ownership (CEO)

Footnotes: Beneficial ownership includes options and certain indirect holdings; see proxy footnotes regarding Robinson Family Ventures Inc. and option details .

Investment Implications

• Alignment: Robinson’s 5.5% stake, option overhang, and RSU/PSU participation create meaningful equity alignment; pledging is prohibited, and 10b5‑1 plans are allowed for orderly diversification .
• Retention vs supply: Three‑year vesting and double‑trigger CoC severance support retention through key certification milestones; however, vesting schedules and post‑SPAC lock‑up expiry increase potential secondary supply, warranting monitoring of Form 4s and any 10b5‑1 adoptions .
• Governance: Independent committees and executive sessions mitigate dual‑role risks, but absence of an independent chair and the COO family relationship are watch‑items for governance‑sensitive investors .
• Dilution risk: The equity plan evergreen (≤5% annual) can be dilutive as the company scales headcount and incentives around certification and commercialization; investors should track share issuance under the plan .

Overall, Robinson’s compensation is now structured with heavier equity leverage post‑listing, but limited disclosure on bonus/PSU metrics reduces pay‑for‑performance transparency; alignment is bolstered by a sizable personal stake and anti‑pledging policy, while vesting cadence and plan evergreen provisions are the key float/dilution variables to monitor .