Jameel Janjua
About Jameel Janjua
Age 46; resident of New Mexico, USA. Nominated as a Class II director at HOVR’s Nov 25, 2025 annual meeting; if elected, his term runs to the 2028 annual meeting. Background: astronaut and experimental test pilot (Virgin Galactic), with >5,500 flight hours across 65 aircraft types, MBA (Finance) from Wharton (Palmer Scholar), M.S. Aeronautics/Astronautics from MIT, B.Eng. Chemical & Materials from Royal Military College of Canada; veteran test pilot across USAF, RAF, and RCAF with notable program leadership and awards. Other current public company boards: none .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Virgin Galactic | Astronaut & Experimental Test Pilot | Oct 2020–present | 10th Canadian professional astronaut to travel to space; first to pilot a winged rocket ship; supported development, testing, and operation of human-flown commercial spaceflight system . |
| United States Air Force (USAF), Edwards AFB | Fighter Test Pilot; Project Pilot AGCAS | Prior to 2018 | Led Automatic Ground Collision Avoidance System (AGCAS) on F‑16; team won 2018 Collier Trophy for greatest achievement in American aerospace . |
| USAF (F‑15SA Advanced Eagle program) | Test Pilot (advanced flight controls) | Prior to 2018 | Contributed to advanced flight controls and systems on F‑15SA . |
| Royal Air Force (RAF) and Royal Canadian Air Force (RCAF) | Fighter Pilot & Fighter Weapons Instructor | Prior to 2018 | 84 combat missions; appointed Officer in the Order of Military Merit upon retirement in 2018 . |
| USAF Test Pilot School (USAF TPS) | Instructor | Prior to 2018 | Instructed at highest level in flight test; awarded Liethen‑Tittle Award as top graduate; distinguished graduate of USAF TPS . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Society of Experimental Test Pilots | Officer on the Board of Directors | Since 2017 | Governance and professional standards in experimental flight test community . |
Board Governance
- Committee assignments: Following the Annual Meeting, HOVR expects Janjua to replace John Maris on the Audit Committee, Compensation Committee, and serve as Chair of the Nominating & Corporate Governance Committee; each committee will remain fully independent under Nasdaq, SEC, and Canadian rules .
- Independence: Board majority is independent; committees are fully independent; expectation maintained post‑meeting with Janjua’s appointment .
- Attendance: FY ended May 31, 2025—Board held 4 meetings; each incumbent director attended ≥75% of aggregate Board and committee meetings. All directors attended the 2024 annual meeting. Executive sessions held without management routinely; independent‑only executive session at least annually .
- Staggered board: Class I (terms expire 2027), Class II (2025 election), Class III (term expires 2026). Janjua is a Class II nominee for a term through 2028 if elected .
- No sanctions/bankruptcy: Proposed directors (including Janjua) have no cease trade orders, sanctions, or bankruptcy history in the past 10 years .
Fixed Compensation
- Structure: Non‑employee directors are compensated with a mix of cash retainers and stock awards; reasonable expenses reimbursed. Employee directors do not receive additional fees .
- FY 2024 and FY 2025 director compensation (illustrative of structure; Janjua was not a director during these periods):
| Name | Fees Earned or Paid in Cash ($) FY 2024 | Stock Awards ($) FY 2024 | Total ($) FY 2024 | Fees Earned or Paid in Cash ($) FY 2025 | Stock Awards ($) FY 2025 | Total ($) FY 2025 |
|---|---|---|---|---|---|---|
| Trisha Nomura | 12,500 (USD) | 12,500 (USD) | 25,000 (USD) | 50,000 (USD) | 50,000 (USD) | 100,000 (USD) |
| John Maris | 10,000 (CAD) | 10,000 (CAD) | 20,000 (CAD) | 40,000 (CAD) | 40,000 (CAD) | 80,000 (CAD) |
| John Pinsent | 10,000 (CAD) | 10,000 (CAD) | 20,000 (CAD) | 40,000 (CAD) | 40,000 (CAD) | 80,000 (CAD) |
| Jameel Janjua | — (not a director in FY 2024) | — (not a director in FY 2024) | — | — (not a director in FY 2025) | — (not a director in FY 2025) | — |
Performance Compensation
| Item | Detail | Disclosed? |
|---|---|---|
| Director equity award performance linkage | HOVR’s equity plan permits RSUs, DSUs, and PSUs; PSUs vest based on Board‑defined performance criteria. The proxy’s director compensation table labels “Stock Awards” but does not specify PSUs for directors; specific metrics for director awards are not disclosed . | Not disclosed |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None (as of proxy date) . |
| Committee roles elsewhere | Officer on Society of Experimental Test Pilots board (professional association; not a public company) . |
| Interlocks/conflicts | No compensation committee interlocks; none disclosed involving Janjua; Board notes no insider participation issues on the Compensation Committee . |
Expertise & Qualifications
- Technical domains: Experimental flight testing, advanced flight controls, aerospace safety; extensive operational leadership in air and space systems .
- Education: MBA (Finance), Wharton (Palmer Scholar); M.S. Aeronautics/Astronautics, MIT; B. Chemical & Materials Engineering, Royal Military College of Canada .
- Recognitions: Collier Trophy (2018) for AGCAS team; USAF TPS top graduate (Liethen‑Tittle Award); distinguished USAF TPS graduate; Officer in Order of Military Merit .
- Board skills relevance: Aerospace certification, safety, risk oversight, and program management align with HOVR’s advanced air mobility strategy .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class |
|---|---|---|
| Jameel Janjua | — (none reported as of record date Oct 21, 2025) | — |
- Shares outstanding at record date: 43,355,189 Class A Ordinary Shares .
- Hedging/pledging: Company insider trading policy prohibits derivatives (puts/calls), margin purchases, and pledging of Company stock; 10b5‑1 plans permitted within policy .
Governance Assessment
- Strengths: Deep aerospace and safety expertise; expected leadership as Chair of Nominating & Corporate Governance Committee enhances board evaluation/succession processes; maintains full independence across committees post‑election .
- Alignment: Director compensation structure includes stock awards (historically 50/50 cash‑stock mix for non‑employee directors), which should support alignment once Janjua joins; current beneficial ownership shows no shares pre‑election .
- Independence & attendance: Board majority independent; robust executive sessions; incumbents met attendance thresholds—framework supports effective oversight .
- Conflicts/related parties: No Janjua‑related party transactions disclosed; related‑party review routed through Audit Committee under formal policy; recent related‑party activity pertains to director Maris’s 3C services with immaterial spend to date .
- Red flags: None disclosed for Janjua (sanctions/bankruptcy/SEC issues); late Section 16 filings affected other insiders in FY 2025, but no item references Janjua .
Implications: If elected, Janjua’s appointment to all three key committees (and chairing Nominating) signals an emphasis on deep technical and safety oversight and governance refresh. The absence of other public board commitments reduces interlock risk; independence and anti‑pledging policies mitigate alignment concerns pending his initial director equity grants .