Jason O’Neill
About Jason O’Neill
Jason O’Neill (age 48) is Chief Operating Officer of New Horizon Aircraft Ltd. (HOVR) and served as a Class II director until 2025; he previously served as COO of Legacy Horizon since January 2019. He attended the University of Toronto and University of Waterloo, and has 20+ years in senior roles scaling tech-based startups . HOVR remains pre-revenue and in R&D/build phases toward a Cavorite X7 eVTOL certification; no TSR, revenue or EBITDA growth metrics are disclosed, with first commercial deliveries targeted prior to 2030 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Centtric | Director of Product & Strategy | 13 years | Built product strategy for tech-focused ventures; scaled startup operations |
| Thoughtwire | Director of Product & Data | ~10 years | Led data/product; senior roles in problem-solution leveraging leading-edge technologies |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | — | — | Not disclosed |
Fixed Compensation
| Metric (CAD unless noted) | FY 2024 | FY 2025 |
|---|---|---|
| Base Salary | $212,029 | $254,125 |
| Bonus | — | $38,250 (settled in Class A shares) |
| Stock Awards | — | $74,273 |
| Option Awards | — | $156,880 |
| Total | $212,029 | $523,528 |
Employment agreement terms (currency per agreement):
- Base salary: CAD $240,000 for COO (updated vs CAD $225,000 in 2024 agreement) .
- At-will employment under Ontario ESA; termination without cause provides statutory entitlements plus “Additional Pay in Lieu of Notice” to ensure a minimum of 12 months, increasing by 1 month per completed year to a max of 24 months, plus prorated bonus based on average of prior two years during the severance period .
Performance Compensation
Awards and mechanics (metrics/weights not disclosed):
- Short-Term Incentive (STIP): FY2025 bonus $38,250, paid in stock .
- PSUs: Plan authorizes PSUs; performance criteria set at grant; vesting upon meeting conditions, with redemption into shares; detailed metric targets/weights not disclosed .
- Options: 10-year options; vest in 3 equal annual tranches; exercise price set at or above fair market value; acceleration permitted on takeover/change-of-control .
| Award Type | Grant/Status | Key Terms | Vesting/Expiry |
|---|---|---|---|
| STIP Bonus | $38,250 FY2025 | Paid in Class A shares | N/A |
| RSUs (Unvested) | 74,000 units (MV $107,918) | RSUs settle in cash or shares at Board’s discretion; vesting period set at grant | Vesting schedule not disclosed |
| Options (Aug 2, 2030) | 97,502 exercisable; 48,750 unexercisable @ $0.55 | 3-year equal-tranche vesting; originally CAD $0.76 strike converted to USD for table | Expire Aug 2, 2030 |
| Options (Feb 2, 2035) | 296,000 unexercisable @ $0.61 | 3-year equal-tranche vesting | Expire Feb 2, 2035 |
Equity Ownership & Alignment
| Metric | As of Nov 12, 2024 | As of Oct 21, 2025 |
|---|---|---|
| Shares Beneficially Owned | 402,731 | 890,577 |
| Percent of Class | 1.6% | 2.1% |
| Options (legacy strike CAD$0.76 / ~USD$0.55) | 146,252 included; fully vested basis in table | 97,502 exercisable; 48,750 unexercisable @ $0.55 (exp. 2030) |
| Options (USD $0.61) | — | 296,000 unexercisable @ $0.61 (exp. 2035) |
| Unvested RSUs | — | 74,000 (MV $107,918) |
Alignment/controls:
- Insider policy prohibits pledging, margin purchases, or derivative transactions (puts/calls) in Company stock .
- Policy permits 10b5-1 trading plans for executives/directors .
- Non-compete and non-solicit agreements (2 years post-Closing, signed Jan 12, 2024) .
- Clawback provisions embedded in Omnibus Share Incentive Plan (Article 9.3) .
Section 16 compliance:
- One Form 3 filing for Mr. O’Neill reported late in FY2025 .
Employment Terms
| Term | Details |
|---|---|
| Start/Role | COO since Jan 2019 (Legacy Horizon); COO & director since Business Combination; director service ended with 2025 not being re-nominated |
| At-Will/Termination | Ontario ESA-based; without cause: statutory plus Additional Pay in Lieu to minimum 12 months, increasing by 1 month per completed year to 24 months max; prorated bonus based on average of prior two years during severance period |
| Change-of-Control | Double-trigger: Good Reason within 2 years post-CoC entitles same severance benefits as without cause; Good Reason includes material title/duties change, salary reduction, benefits reduction, or material diminution |
| Equity Acceleration | Options may accelerate on takeover/change-of-control per plan |
| Non-Compete/Non-Solicit | Two-year non-compete and non-solicit agreements from Jan 12, 2024 |
| Base Salary | CAD $240,000 in FY2025 agreement; CAD $225,000 in FY2024 agreement |
| Benefits | Participation in pension/health plans; ESPP with company match (50%) and holding period for matched shares |
Board Governance
- Service: Class II director (2024–2025); not nominated for re-election in 2025 and continued as COO .
- Independence: Not independent due to executive role; he is the brother-in-law of CEO Brandon Robinson (related-party flag) .
- Committees: None; audit, compensation, and nominating committees comprised solely of independent directors .
- Attendance: Board held four meetings in FY2025; each member attended ≥75% of Board and committee meetings during their service .
- Director Pay: Employee directors do not receive additional pay for Board service .
Investment Implications
- Pay-for-performance visibility is limited: no disclosed performance metric weights/targets, and pre-revenue status constrains benchmarking; however, equity-heavy mix (options, RSUs, ESPP) aligns upside with long-term value creation .
- Retention/overhang: Significant unvested options (through 2035) and RSUs suggest ongoing service incentives but may create selling pressure as tranches vest; 10b5-1 plans can smooth execution while anti-pledging reduces alignment risk .
- Governance risks: Dual-role and family relationship with the CEO raise independence concerns; Mr. O’Neill’s removal from the slate in 2025 reduces dual-role risk while preserving operational continuity as COO (net positive for governance optics) .
- Change-of-control economics: Double-trigger severance (up to 24 months base salary plus prorated bonus) and potential option acceleration could be material in an M&A scenario; model for transaction costs accordingly .
- Execution risk: Company-level risks remain high—no commercial revenue, long certification timeline, and material dependence on future capital; management disclosed R&D scale-up and going-concern considerations reliant on financing .