John Pinsent
About John Pinsent
John Pinsent, age 65, is an independent director at New Horizon Aircraft Ltd. (HOVR) and has served on the Board since 2024. He is a Chartered Professional Accountant (FCPA), holds an ICD.D designation from the Institute of Corporate Directors, and earned Bachelor of Education and Bachelor of Commerce (AD) degrees from the University of Alberta. Pinsent founded St. Arnaud Pinsent Steman Chartered Professional Accountants (SPS) in 2004 after ten years at Ernst & Young LLP; earlier, he was Controller and Vice President Finance at an Alberta-based international retail organization (1986–1994) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alberta-based international retail organization | Controller and Vice President Finance | 1986–1994 | Senior finance leadership; operational finance oversight |
| Ernst & Young LLP | Various roles; earned CA designation | Ten years; CA in 1996 | Audit and advisory experience; professional accreditation |
| St. Arnaud Pinsent Steman (SPS) | Founder | 2004–present | Accounting, audit, tax, and business advisory leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Enterprise Group, Inc. (TSX) | Director | Current | Company provides specialized equipment/services for energy, pipeline, construction; public board experience |
Board Governance
- Class I director; term expires at the 2027 annual meeting .
- Independence: Board determined Pinsent is independent under Nasdaq Listing Rules, SEC rules, and NI 58-101; all committee members were independent in FY2025 .
- Committee assignments and chair roles (current in the 2025 proxy):
- Audit Committee: Member; Chair is Trisha Nomura; FY2025 meetings: 4 .
- Compensation Committee: Chair; members include Nomura and Maris; FY2025 meetings: 2 .
- Nominating & Corporate Governance Committee: Member; Chair is John Maris; FY2025 meetings: 2 .
- Anticipated refresh: Following the Annual Meeting, Jameel Janjua is expected to replace Dr. Maris on the Audit and Compensation Committees, and as chair of Nominating & Corporate Governance .
- Board meetings and attendance: Board held 4 meetings in FY2025; each incumbent director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting .
Fixed Compensation
| Component | FY2025 Amount | Currency | Notes |
|---|---|---|---|
| Cash fees/retainer | 40,000 | CAD | Non-employee director compensation uses cash plus shares |
| Equity stock awards | 40,000 | CAD | Annual director stock awards; details (units/dates) not disclosed |
| Total | 80,000 | CAD | Reimbursed reasonable meeting expenses; no additional pay for employee-directors |
- Mix analysis: 50% cash / 50% equity for FY2025 (CAD 40k cash; CAD 40k equity) .
- No meeting fees or chair premiums disclosed separately; compensation determined/ratified by the Board with Compensation Committee recommendations .
Performance Compensation
| Equity Plan Instrument | Eligibility for Directors | Vesting/Settlement | FY2025 Director-Specific Detail |
|---|---|---|---|
| RSUs | Authorized for employees and directors | Board-determined vesting; settled in cash equal to market value of a share or in shares at Board discretion | Pinsent’s stock award reported as CAD 40k; units/dates not disclosed |
| DSUs | Authorized for directors | Redeemed upon ceasing to be a director; settled in cash or shares at company discretion | Not itemized by director in proxy |
| PSUs | Authorized for employees and directors | Each PSU redeems into one Class A share; performance metrics not enumerated in proxy | Not itemized by director in proxy |
- The Company’s 2023 Equity Incentive Plan (amended Dec. 17, 2024) permits RSUs, DSUs, and PSUs for directors; specific performance metrics for director awards (e.g., revenue/EBITDA/TSR/ESG) are not disclosed for Pinsent in FY2025 .
Other Directorships & Interlocks
| Company | Industry Relation to HOVR | Interlock/Conflict Notes |
|---|---|---|
| Enterprise Group, Inc. (TSX) | Industrial energy/pipeline/construction equipment/services | No related-party transactions disclosed involving Pinsent; no noted commercial ties to HOVR |
- Related parties noted elsewhere: Services proposal with 3C (CEO is director John Maris) with minimal spend to date ($60) and Board oversight; no Pinsent involvement indicated .
Expertise & Qualifications
- Accounting and audit leadership (founder of SPS; prior EY experience) .
- Corporate governance and compliance; experience chairing boards and audit committees .
- Professional designations: FCPA; ICD.D .
- Educational background: BEd and BComm (AD), University of Alberta .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Record Date Basis |
|---|---|---|---|
| John Pinsent | 56,654 | <1% | 43,355,189 Class A Ordinary Shares outstanding |
- No options/warrants disclosed for Pinsent; vested/unvested breakdown not provided; no pledging/hedging disclosures for Pinsent in proxy .
Governance Assessment
-
Strengths:
- Independent director with deep accounting/audit credentials; chairs Compensation Committee and serves on Audit and Nominating & Governance—aligns with oversight needs for an early-stage AAM company .
- Meets attendance threshold (≥75%) and participates across key committees; Board and committees meet regularly (Board: 4; Audit: 4; Compensation: 2; Nominating: 2), with periodic executive sessions of independent directors .
- Compensation mix includes equity (50%) supporting alignment; modest total compensation levels relative to early-stage peers .
-
Watch items / Red flags:
- Section 16(a) timeliness: one Form 4 relating to one transaction filed late by Pinsent in FY2025 (administrative compliance signal) .
- Beneficial ownership is small (<1%); while typical for non-employee directors, continued accumulation could strengthen alignment; ownership guidelines for directors not disclosed .
- Anticipated committee refresh introduces new member (Janjua) replacing Maris; monitor continuity of Compensation Committee leadership and Nominating & Governance processes post-meeting .
-
Conflicts/related-party exposure:
- No related-party transactions disclosed involving Pinsent. Related-party services with 3C involve director Maris; Audit Committee reviews related party transactions per charter .
-
Overall implication for investor confidence:
- Pinsent’s governance profile (independence, multi-committee service, audit literacy) supports Board effectiveness in compensation oversight and financial reporting. Administrative filing lapse is minor but bears monitoring; equity-based director pay and continued committee independence are positives for alignment and control .