Andrew Axelrod
About Andrew Axelrod
Andrew Axelrod, 43, has served as an independent director of Global Crossing Airlines Group Inc. (JETMF) since August 2023. He is Managing Partner and Portfolio Manager of Axar Capital Management LP, with prior roles as Partner and Co-Head of North American Investments at Mount Kellett Capital Management, and earlier positions at Kohlberg Kravis Roberts & Co. and Goldman Sachs. Axelrod graduated magna cum laude with a B.S. in Economics from Duke University; the board cites his extensive finance and investment, risk, and business management experience as core credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Axar Capital Management LP | Managing Partner & Portfolio Manager | Not disclosed | Leads investment, risk, and business management functions |
| Mount Kellett Capital Management | Partner; Co-Head of North American Investments | Over 6 years | Private investment firm with >$7B AUM |
| Kohlberg Kravis Roberts & Co. | Investment professional | Not disclosed | Prior experience referenced |
| The Goldman Sachs Group, Inc. | Investment professional | Not disclosed | Prior experience referenced |
External Roles
| Organization | Role | Public Company? | Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company directorships disclosed in proxy |
Board Governance
- Independence: Board affirmatively determined Axelrod is independent under Cboe Canada Inc. listing standards; all directors except the Executive Chairman are independent. Each member of Audit, Compensation, and Nominating & Corporate Governance Committees is independent under Cboe CA rules .
- Attendance: Board held 5 meetings in 2024; committees met Audit (4), Compensation (1), Nominating & Corporate Governance (3), Safety (0). All directors attended 100% of the combined total number of Board and committee meetings on which they served .
| 2024 Committee Membership | Audit | Compensation | Nominating & Corporate Governance | Safety |
|---|---|---|---|---|
| Andrew Axelrod | X | X | — | — |
| Chair roles | — | — | — | — |
- Audit Committee Report: Axelrod signed the Audit Committee report recommending inclusion of audited financial statements in the 2024 Form 10-K; committee oversaw auditor independence and internal control discussions .
Fixed Compensation
- Non-executive director cash compensation framework: Lead Director $100,000; non-executive directors $80,000 for 2023. Starting Q1 2024, some directors elected to receive Stock Awards in lieu of cash; two non-executive directors continued at $20,000 per quarter. Executive Chairman receives no director compensation .
| Year | Cash Fees ($) | Committee Fees | Meeting Fees | Notes |
|---|---|---|---|---|
| 2024 | 80,000 | Not disclosed | Not disclosed | Axelrod received cash; no stock awards in 2024 |
| 2023 | 80,000 (non-exec annual retainer) | Not disclosed | Not disclosed | Program terms disclosed; individual detail not itemized beyond retainer |
Performance Compensation
- Equity awards eligibility: Non-executive directors are eligible for equity-based awards; 2024 grants were discretionary. Company did not grant stock options to employees in 2024; ESPP available to employees. The Compensation Committee states it did not time equity awards around MNPI in 2024 .
- Axelrod received no stock awards in 2024 .
| Metric/Instrument | Grant Date | Quantity | Terms | Performance Metrics |
|---|---|---|---|---|
| RSUs (directors general) | Mar 20, 2024 | 250,000 RSUs to Bird/Robinson/Harrington | Vest 100% at 1-year; grant-date price $0.49 | Time-based vesting; no performance metrics disclosed |
| Options (plan availability) | — | — | Option Plan reapproved; tax and holding rules summarized | No director-specific performance metrics disclosed |
| PSUs (plan availability) | — | — | PSU Plan reapproval proposed; tax rules summarized | No director-specific performance metrics disclosed |
| Axelrod equity awards (2024) | — | — | No stock awards granted | None |
Other Directorships & Interlocks
| Entity | Relationship to JETMF | Details |
|---|---|---|
| Axar Vehicles (Star V Partners LLC, Axar Credit Opportunity Fund 2023, LLC, Blackwell Partners LLC - Series E, Revol One Insurance Company, Axar QR Opportunistic Credit Fund LP) | Beneficial ownership via warrants | Axelrod, through Axar GP (general partner of Axar Capital), is deemed to have sole voting and investment control over Axar Vehicles holding warrants for 5,195,451 shares (2025) |
| Related-party framework | Policy status | Audit Committee oversees related-person transactions; policy not yet developed at time of proxy and expected near-term |
| 2023 secured notes | Potential interlock risk | Company issued $35.7M secured notes in 2023 with an entity whose executive remained on the Board as of Dec 2024; identifies board-affiliated financing, a potential conflict area (entity not identified in proxy) |
Expertise & Qualifications
- Finance/investment executive with deep experience in credit and opportunistic strategies; prior roles at Mount Kellett (Co-Head NA Investments), KKR, Goldman Sachs; Duke University B.S. Economics (magna cum laude). Board cites investment, risk management, and business management experience as qualifications .
Equity Ownership
- Beneficial ownership under Rule 13d-3 includes securities exercisable within 60 days; voting percentages reflect total voting power including convertibles/derivatives, subject to limitations .
| Metric | 2024 | 2025 |
|---|---|---|
| Common Stock Beneficially Owned (incl. exercisable within 60 days) | 10,195,451 (warrants) | 5,195,451 (warrants) |
| Ownership % of Common Stock | 23.47% | 10.40% |
| Total Voting % | 23.47% | 6.23% |
| Shares Outstanding (reference) | 43,446,990 common; 5,537,313 Class A NV; 12,039,136 Class B NV as of Sep 27, 2024 | 49,940,527 common; 5,537,313 Class A NV; 9,721,166 Class B NV as of Oct 13, 2025 |
| Vested vs. Unvested | Not disclosed | Not disclosed |
| Pledging/Hedging | Insider trading policy in place; no pledging disclosed for Axelrod |
Governance Assessment
-
Strengths:
- Independent director with 100% attendance across Board and committees in 2024; sits on Audit and Compensation committees, supporting oversight of financial reporting and pay practices .
- Audit Committee involvement includes endorsing audited financials and auditor independence, a positive quality signal for financial governance .
- Meaningful “skin-in-the-game” via warrants controlled through Axar Vehicles, aligning interests with equity holders, albeit with voting percentage limits .
-
Watch items / potential conflicts:
- Significant beneficial ownership and control of investment vehicles could create conflicts in capital raising, strategic transactions, or timing of corporate actions; rigorous recusal and related-party governance are essential .
- Company disclosed $35.7M secured notes with an entity whose executive remained on the Board in 2024, indicating board-affiliated financing—an area requiring robust Audit Committee review and transparent terms (entity not identified in the proxy) .
- Related-person transactions policy had not yet been fully developed at time of proxy, increasing procedural risk; Audit Committee expected to finalize policy .
-
Compensation alignment signals:
- Axelrod took cash fees in 2024 and did not receive RSUs, while several peers elected equity in lieu of cash. This reduces equity-linked exposure from director grants relative to peers; however, his external warrant holdings provide substantial exposure to company equity .
Director Compensation (Peer Context for 2024)
| Director | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Notes |
|---|---|---|---|
| Andrew Axelrod | 80,000 | — | No 2024 stock awards |
| Alan Bird | — | 96,059 | 250,000 RSUs, grant-date $0.49, vest 1-year |
| Deborah Robinson | — | 96,059 | 250,000 RSUs, grant-date $0.49, vest 1-year |
| Cordia Harrington | — | 96,059 | 250,000 RSUs, grant-date $0.49, vest 1-year |
| T. Allan McArtor | 80,000 | — | No 2024 stock awards |
| Chris Jamroz | — | — | Executive Chairman; no director compensation |
Insider Compliance
| Item | 2024 Status |
|---|---|
| Section 16(a) filings by directors and >10% holders | All complied; one late Form 4 by Deborah Robinson; no issues noted for Axelrod |
RED FLAGS
- Board-affiliated financing in 2023 ($35.7M secured notes) without clear counterparty identification in proxy increases conflict scrutiny; demands robust related-party review and disclosure .
- Related-person transactions policy not yet finalized at proxy time; policy delay can undermine consistent conflict management .
Summary Implications
- Axelrod brings advanced investment and risk expertise and has been fully engaged (committee service, attendance), supporting board effectiveness .
- His dual role as significant beneficial owner via Axar Vehicles and director necessitates explicit recusal and strengthened related-party oversight to maintain investor confidence, especially given board-affiliated financing history and a yet-to-be-finalized related-party policy .