Michael Amalfitano
About Michael Amalfitano
Michael Amalfitano, 64, is a Class I independent director of Innventure, Inc. (INV). He has served as President and CEO of Embraer Executive Aircraft, Inc. since 2017, following leadership roles at Stonebriar Commercial Finance, Bank of America Merrill Lynch (over 22 years), and GE Capital. He holds a B.A. in Economics and a Master’s in Financial Management from Fairfield University. He joined the INV board in October 2024 and was nominated for a three-year term expiring at the 2028 annual meeting. The Board has affirmatively determined his independence under SEC and Nasdaq standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Embraer Executive Aircraft, Inc. | President & CEO | 2017–present | Leads global executive jet business; industry leadership roles noted below |
| Stonebriar Commercial Finance | EVP, Sr. Managing Director, Business Aviation | 2015–2017 | Built aviation finance platform |
| Bank of America Merrill Lynch | Managing Director, Executive Head of Global Corporate Aircraft Finance | ~22 years | Led corporate aircraft finance globally |
| GE Capital | Sales management | ~10 years (prior to BofA tenure) | Commercial finance leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Eve Holding, Inc. (NYSE: EVEX) | Director | Current | Public company board experience in air mobility |
| Embry-Riddle Aeronautical University | Board of Trustees; Finance & Investment Committees | Current | Higher-ed governance and financial oversight |
| General Aviation Manufacturers Association (GAMA) | Finance, Investment, and Strategic Committees | Current | Policy and industry committee leadership |
| National Business Aviation Association (NBAA) | Advisory Council & Leadership Council member | Current | Industry advocacy and leadership |
| Corporate Angel Network | Board member | Current | Non-profit board service |
| IADA; NAFA; NARA (past) | President/Chair roles (past) | Past | Prior trade group leadership |
Board Governance
- Committee assignments: Chair, Nominating & Corporate Governance (N&CG); member roster includes Bruce Brown and Elizabeth Williams. Audit Committee chaired by James Donnally (members Elizabeth Williams, Daniel Hennessy); Compensation Committee chaired by Bruce Brown (members James Donnally, Daniel Hennessy).
- Independence: Board confirmed Amalfitano’s independence under SEC/Nasdaq standards.
- Attendance and engagement: In 2024, the Board met three times; all directors attended all Board meetings. Committees met (Audit: 2; Compensation: 1; N&CG: 1) and members attended all meetings. Independent directors held two executive sessions and expect at least two to four per year.
- Board structure: Staggered three classes; Amalfitano is a Class I director with term expiring at the 2028 annual meeting. No Lead Independent Director currently.
Fixed Compensation
| Component | Amount | Detail | Period/Vesting |
|---|---|---|---|
| Annual cash retainer (non-management director) | $80,000 | Paid quarterly in arrears (prorated for partial service) | Ongoing |
| Committee chair fee | $20,000 | Per committee; paid quarterly (prorated) | Ongoing |
| Committee member fee | $10,000 | Per committee; paid quarterly (prorated) | Ongoing |
| 2024 actual cash earned (Amalfitano) | $25,000 | Initial period after public listing (Q4 2024) | Paid/earned 2024 |
Performance Compensation
| Equity Award | Grant Value | Quantity | Vesting | Notes |
|---|---|---|---|---|
| Initial RSU grant (post-listing) | $90,000 | 7,377 RSUs | Generally vests on the 2025 Annual Meeting date (June 25, 2025), subject to service | Initial equity for service from Closing to first annual meeting |
| Annual RSU grant (ongoing) | $120,000 | Not disclosed by shares | Vests on earlier of 1-year from grant or next annual meeting | Annual meeting grant cadence |
- Performance metrics: Director equity awards are service-based; no revenue/EBITDA/TSR performance conditions disclosed for directors.
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Note |
|---|---|---|
| Eve Holding, Inc. (NYSE: EVEX) | Director | Public company directorship; air mobility adjacency to Embraer ecosystem |
| Industry and non-profit boards (GAMA, NBAA, Corporate Angel Network) | Committee/Board roles | Broad aviation ecosystem involvement |
Expertise & Qualifications
- Deep aviation finance and OEM leadership spanning Embraer (CEO of executive jets), Bank of America Merrill Lynch, GE Capital, and Stonebriar.
- Public company board experience (EVEX) and multiple industry committees (GAMA, NBAA); trustee and finance committee service at Embry-Riddle.
- Academic credentials in economics and financial management (Fairfield University).
Equity Ownership
| Metric | As of Apr 25, 2025 | As of Oct 6, 2025 | Notes |
|---|---|---|---|
| Beneficially owned common shares | — (<1%) | 7,377 (<1%) | Oct table shows 7,377 shares; earlier period showed RSUs outstanding |
| RSUs outstanding | 7,377 | — | RSUs outstanding at 12/31/2024; vesting at 6/25/2025 annual meeting |
| Pledged/Hedged shares | Not disclosed; hedging prohibited, pledging discouraged by policy | — | Insider Trading Policy prohibits hedging instruments and discourages pledging/margin accounts |
Governance Assessment
- Strengths: Independent director with substantial aviation finance and OEM leadership; chairs N&CG, leading board effectiveness, composition, and governance process; full attendance in 2024; independent director executive sessions held. These support board oversight quality and investor confidence.
- Alignment: Receives standardized director cash and RSU mix (initial $90k RSUs, $80k annual cash, plus committee fees), with modest share ownership and service-based vesting; hedging is prohibited and pledging discouraged, reducing misalignment risks.
- Potential conflicts: Extensive aviation ties (Embraer CEO; EVEX director). No related-party transactions involving Amalfitano are disclosed; Audit Committee reviews related-party transactions per policy. Note the company CFO previously served in senior roles at Embraer, indicating sector overlap but no disclosed conflicts.
- Red flags: None disclosed specific to Amalfitano (no attendance issues, no related-party transactions, no hedging/pledging activity reported). Ownership is relatively low in absolute terms, typical for new public company directors; monitor for future equity accumulation against any director ownership guidelines (not disclosed).