Brian Merker
About Brian Merker
Brian Merker, 48, is Chief Financial Officer of HOVR and has served as CFO since the Business Combination, bringing 20+ years of senior financial management experience with deep tenure in aviation and public-company finance . He holds an Honours Commerce degree in Economics from the University of Guelph and completed CPA academia requirements at Queen’s University, with early-career audit experience at KPMG focused on SEC registrants during SOX implementation . Compensation is structured with a CAD-denominated base salary, annual performance bonus potential, and equity awards under HOVR’s 2023 Equity Incentive Plan; 2025 pay mix includes salary, a share-settled bonus, PSUs/ESPP contributions, and multi-year stock options that vest over three years, aligning long-term incentives with shareholder outcomes .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Skyservice Business Aviation | Chief Financial Officer | 2018–2022 | Supported growth in aircraft management, maintenance, FBOs, charter, and brokerage |
| Great Slave Helicopters / Discovery Air | CFO (Great Slave), VP Finance (Discovery Air) | 2013–2018 | Finance leadership across pilot training, rotary-wing, fixed-wing airline, fire suppression, engineering/maintenance |
| Score Media | Vice President of Finance | 2007–2012 | Finance leadership at publicly traded sports broadcast and technology company |
| KPMG | Audit (early career) | 2003–2006 | SEC registrant exposure at SOX commencement; foundational capital markets experience |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No current public-company directorships disclosed in filings |
Fixed Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Salary ($CAD) | $129,108 | $269,583 |
| Bonus ($) | $0 (no bonus disclosed) | $38,250 (share-settled STIP) |
| Total ($CAD) | $188,235 | $574,916 |
- Contracted Base Salary: CAD $275,000 (CFO) with potential annual performance bonuses and equity grants determined by the Compensation Committee .
- Perquisites: None beyond broad-based benefits/pension/HSA; ESPP allows 3–5% salary allocations matched by the company (began June 2024) .
Performance Compensation
Annual Incentive (STIP)
- 2025 Bonus: $38,250; awards under the short-term incentive plan are satisfied in Class A Ordinary Shares, reinforcing equity alignment .
Equity Awards – Structure and Vesting
- Options vest and become exercisable in three equal installments over a 3‑year period; 2025 options strike price USD $0.61; 2024 options strike USD $0.85 .
- PSUs: Vesting conditions set at grant in Board’s discretion; Board may accelerate vesting upon retirement/termination at its discretion .
- RSUs: Vest to cash or shares at Board’s discretion; unvested RSUs terminate on retirement/termination absent Board acceleration .
Option Grants Outstanding (as of May 31, 2025)
| Grant | Strike (USD) | Expiration | Exercisable (#) | Unexercisable (#) | Vesting |
|---|---|---|---|---|---|
| 2024 Option Grant | $0.85 | May 30, 2034 | 33,333 | 66,667 | 3 equal annual tranches over 3 years |
| 2025 Option Grant | $0.61 | Feb 2, 2035 | 0 | 344,000 | 3 equal annual tranches over 3 years |
Unvested Stock Awards (as of May 31, 2025)
| Type | Unvested Units (#) | Market Value ($) |
|---|---|---|
| RSU/PSU (per proxy table) | 86,000 | $125,420 |
Equity Ownership & Alignment
| Ownership Metric | Value |
|---|---|
| Total beneficial ownership (shares) | 709,286 |
| Ownership (% of class) | 1.6% |
| Options (counts disclosed in footnote) | 100,000 @ $0.85; 344,000 @ $0.61 (reflects options on fully vested basis per table note) |
- Vested vs unvested detail: As of May 31, 2025, 33,333 options exercisable and 410,667 options unexercisable (across 2024/2025 grants) .
- Unvested RSU/PSU units: 86,000, representing future equity supply upon vesting .
- Pledging/Hedging: No pledging or hedging disclosures identified; blackout trading policies referenced in the equity plan .
- Ownership guidelines: Not disclosed in the proxy .
- Section 16 compliance: No late ownership filings noted for Merker (delinquencies cited for other insiders) .
Employment Terms
- Employment Agreements: CFO agreement provides at-will employment; employee may resign with 30 days’ notice; company may terminate for cause per Ontario ESA or without cause with statutory ESA entitlements plus Additional Pay in Lieu to reach a minimum of 12 months, increasing by 1 month per completed year from the effective date up to a cumulative max of 24 months of Base Salary; includes prorated bonus through the Severance Period based on average incentive compensation paid in the prior two years .
- Change-of-Control: Double-trigger construct—if, within two years post-CoC, the company gives Good Reason (constructive termination, material title/responsibility reduction, salary cut, benefit reduction, or materially inconsistent duties), the executive is entitled to the same severance as without cause termination .
- Base Salary (contract): CAD $275,000 for the CFO .
- Clawbacks, non-compete/non-solicit, garden leave: Not detailed in the disclosed sections; plan-level transferability limits and termination provisions apply to awards .
Governance and Plan Features Relevant to Incentives
- 2023 Equity Incentive Plan share pool: 5,277,452 shares with an evergreen increase beginning Jan 1, 2026—lesser of 5% of outstanding shares or a Board-determined amount, through Jan 1, 2034 .
- Option terms: 10-year term; exercise price at fair market value; Board discretion on vesting; acceleration upon takeover bid/change of control; cashless exercise permitted .
- Participation limits: Insider issuance caps (10% outstanding issue; 5% for awards within one-year period); director-specific annual limits .
- Compensation Committee: Three non-employee members; CEO recommends pay for executives (other than himself); Committee evaluates and approves awards/merit adjustments .
Investment Implications
- Pay mix and trajectory: Merker’s total compensation rose from CAD $188k in FY2024 to CAD $575k in FY2025 as the company transitioned to equity-heavy incentives (share-settled bonus, PSUs/ESPP contributions, multi-year options), indicating stronger alignment with shareholder outcomes and retention via multi-year vesting .
- Vesting and supply overhang: 344,000 unexercisable options (2025 grant) plus 86,000 unvested RSU/PSU units create predictable future equity supply upon vesting; options vest over 3 years, implying staged potential selling pressure as tranches become exercisable/settled .
- Ownership alignment: 709,286 shares (1.6% of class) beneficially owned supports skin-in-the-game; absence of pledging disclosures mitigates alignment risk, while Section 16 review shows no Merker-specific filing delinquencies .
- Retention and transaction economics: Double-trigger CoC severance and up to 24 months base salary severance cap (with prorated bonus) provide stability during strategic events but limit windfall risk; Board discretion on PSU/RSU acceleration adds potential retention lever in transitions .
- Dilution risk: Evergreen provision (≤5% annually to 2034) and option acceleration on change-of-control can increase dilution/timing risks; however, plan requires fair market value option pricing and imposes insider issuance limits .
Overall, Merker’s compensation emphasizes multi-year equity and share-settled incentives, with clear severance/CoC protections and meaningful beneficial ownership, suggesting aligned retention with measured dilution dynamics under the 2023 plan .