John Maris
About John Maris
John Maris (age 66) has served as an independent director of New Horizon Aircraft Ltd. (HOVR) since 2024, following the company’s SPAC business combination. He is a Quebec-based aerospace executive and experimental test pilot with a Ph.D. in Aviation Safety and Human Factors (Embry‑Riddle, 2017), multiple aeronautical degrees, and decades of industry and defense experience . He currently meets Nasdaq/SEC/Canadian independence standards; the board specifically reviewed his company’s relationship with HOVR and affirmed his independent status .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cert Centre Canada (3C) | Chief Executive Officer | 2008–present | Leads certification, R&D, and flight test work for global aerospace clients . |
| Marinvent Corporation | President & CEO | 1995–present | Developed procedures/technologies to de‑risk aeronautical programs; EFB innovation . |
| Maris Worden Aerospace | Founder | 1986–present | Aerospace ventures and consulting . |
| Canadian Space Agency | Mobile Servicing System Control Equipment Manager (ISS) | 1993–1995 | Program management on International Space Station systems . |
| Canadian Department of National Defence | Project Officer & Experimental Test Pilot | 1983–1993 | Graduated USAF Test Pilot School; AETE test pilot . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Concordia University (Montréal) | Affiliate Professor; various boards | Since 2018 | Academic affiliation and board participation . |
| Centre technologique en aérospatiale | Board member | N/A | Industry technology center governance . |
| Public company directorships | None | — | No current other public boards disclosed . |
Board Governance
- Board class/tenure: Class II director; up for election at the Nov 25, 2025 AGM; director since 2024 .
- Independence: Board determined Maris is independent under Nasdaq/SEC and NI 58‑101 after reviewing HOVR’s limited engagement with his firm 3C .
- Committee assignments (FY25; changes expected post‑AGM):
- Audit Committee: Member (Chair: Trisha Nomura) .
- Compensation Committee: Member (Chair: John Pinsent) .
- Nominating & Corporate Governance Committee: Chair .
- Expected changes post‑AGM: Jameel Janjua to replace Maris on Audit, Compensation, and as N&CG Chair (if elected) .
- Attendance: All incumbent directors attended ≥75% of board and applicable committee meetings in FY2025 .
- Executive sessions/leadership: Board holds regular executive sessions; no standing Board Chair; independent director presides at executive-only sessions .
- Anti‑hedging/pledging: Policy prohibits derivatives (puts/calls), margin purchases, and pledging company stock .
Fixed Compensation (Director)
| Director | Period | Cash Retainer | Equity (Stock Awards) | Total | Currency |
|---|---|---|---|---|---|
| John Maris | FY ended May 31, 2025 | $40,000 | $40,000 | $80,000 | CAD |
Notes: Non‑employee directors receive a mix of cash and equity; employees receive no additional director fees. Committee chairs/memberships are included within program structure unless separately specified .
Performance Compensation (Director)
- No separate director performance-based bonus plan disclosed; director equity grants are part of standard board compensation. Non‑employee director annual award value caps under the equity plan: up to CAD $150k for options and CAD $200k combined with RSUs/DSUs/other securities in any one year .
- No director-specific performance metrics (TSR/EBITDA/ESG) disclosed for director pay.
| Metric Category | Metric/Design | FY2025 Director Plan Details |
|---|---|---|
| Equity vehicle | Stock awards (and potential options/RSUs/DSUs under 2023 Plan) | Stock awards granted; options/RSUs/DSUs permitted by plan but not specifically enumerated for Maris in FY2025 . |
| Performance linkage | Explicit performance metrics for directors | Not disclosed (executive PSU/RSU provisions exist at plan level) . |
| Clawback | Policy for directors | Not specifically disclosed for directors in proxy; company maintains governance codes . |
Other Directorships & Interlocks
| Entity | Type | Role | Overlap/Interlock Risk |
|---|---|---|---|
| Public company boards | Public | None | No interlocks disclosed . |
| 3C (Cert Centre Canada) | Private | CEO | Related‑party services proposal (limited engagement to date) . |
| Marinvent; Maris Worden Aerospace | Private | Executive | No disclosed HOVR transactions . |
Expertise & Qualifications
- Technical: Experimental test pilot; aerospace certification; R&D; flight testing .
- Education: B.Sc. Aeronautical Engineering (Imperial College, 1979); Masters in Aeronautical Science (1982) and Aviation Management (1983), Embry‑Riddle (with Distinction); Ph.D. (2017), ERAU; affiliate professor at Concordia .
- Board qualifications: Governance chair experience; audit/comp committee service; independence affirmed .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class |
|---|---|---|
| John Maris | 56,654 | <1% |
- Ownership guidelines: No specific director stock ownership guidelines disclosed in proxy .
- Pledging/Hedging: Prohibited by company policy .
- Section 16 compliance: One late Form 4 filing reported for Maris in FY2025 (administrative) .
Related‑Party Exposure and Conflicts (Key Focus)
- 3C engagement: On April 4, 2025, 3C (CEO: Maris) submitted a services proposal to support HOVR’s Cavorite X7 certification; HOVR is not obligated to use 3C and retains discretion on scope. To date, HOVR engaged 3C for services totaling $60 (nominal), with Audit Committee oversight per policy .
- Independence conclusion: Despite 3C’s nominal work, the Board determined Maris remains independent under Nasdaq/SEC/NI 58‑101 .
- Related‑party governance: Audit Committee pre‑approves/oversees related‑party transactions; conflicted committee members recuse .
Governance Assessment
-
Strengths
- Independent director with deep aerospace certification and test flight expertise; chairs Nominating & Corporate Governance and serves on Audit/Comp—indicative of trust in judgment and governance competence .
- Attendance ≥75% and participation across key committees support engagement .
- Anti‑hedging/pledging policy reduces alignment risk; no pledges disclosed .
- Director pay mix balanced between cash and equity; modest scale (CAD $80k total) suggests conservative board compensation for a small-cap aerospace innovator .
-
Watch items / Potential red flags
- Related‑party link via 3C: Although nominal to date ($60), ongoing certification work could expand; continued Audit Committee oversight and transparent disclosure are critical to preserve independence optics .
- Section 16 timeliness: One late Form 4 for Maris—minor process lapse but worth monitoring for repeat issues .
- Committee rotation: If elected, Maris is expected to leave committees (replaced by Janjua); investors should reassess governance continuity and committee expertise post‑AGM .
Overall, based on current disclosures, Maris appears additive to board effectiveness through specialized aerospace certification experience and prior committee leadership, with independence affirmed despite a minor, monitored related‑party engagement and no significant compensation or ownership misalignment risks identified .