Chris Jamroz
About Chris Jamroz
Chris Jamroz, 51, is Executive Chairman of Global Crossing Airlines Group Inc. (GlobalX) and has served on the Board since December 2023; he was appointed Executive Chairman effective February 5, 2024 . He holds a BA in Business Studies with First Class Honors (summa cum laude) from Birmingham City University (UK) and an MBA with Distinction from York University (Canada) . His background spans executive leadership across transportation and logistics (Roadrunner Freight, Ascent), specialty investment (LyonIX), and roles at Emergent Cold, STG Logistics, and Garda Cash Logistics; he also serves as a Governor of the Royal Ontario Museum . Performance metrics such as TSR, revenue growth, and EBITDA growth were not disclosed in the proxy for his tenure; compensation disclosures focus on base pay and time‑based RSU grants .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ascent | Executive Chairman and CEO | — | Led freight forwarding/domestic brokerage operations, value creation focus |
| Emergent Cold | Executive roles | — | Cold chain/logistics operating roles |
| STG Logistics | Executive roles | — | Logistics operations and execution |
| Garda Cash Logistics | Executive roles | — | Security/cash logistics operations |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Roadrunner Freight | Executive Chairman and CEO | — | Operational turnaround and shareholder value creation focus |
| LyonIX Holdings LLC | Founding Partner | — | Specialty investment, equipment leasing, direct operations |
| Royal Ontario Museum | Governor | — | Governance role at Canada’s largest museum |
Fixed Compensation
| Metric | FY 2024 |
|---|---|
| Base Salary ($) | $184,130 |
| Target Bonus (%) | — (not disclosed) |
| Actual Bonus Paid ($) | — (not disclosed) |
| Total Compensation ($) | $184,130 |
Notes:
- Mr. Jamroz was appointed Executive Chairman effective February 5, 2024; compensation reported reflects partial-year service .
Performance Compensation
| Award Type | Grant Date | Number of Shares/Units | Grant FV / Market Value | Vesting | Performance Metrics | Payout Form |
|---|---|---|---|---|---|---|
| RSU | 3/20/2024 | 500,000 | $230,000 market value at $0.46 close on 12/31/2024 | 100% cliff vest on one-year anniversary; change-in-control acceleration if awards not continued/assumed or converted/replaced; or if terminated within two years post-CoC after continuation/assumption | None disclosed (time-based) | Shares or cash per plan discretion |
Plan framework (PSUs):
- The Performance Share Unit (PSU) Plan allows Board-set Target Milestones with Performance Periods up to three years; settlement can be in shares, cash, or a combination; administration and amendments per Board/Comp Committee; no specific Jamroz PSU grants or metric weightings disclosed .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of 10/13/2025) | 1,562,500 common shares; 3.12% of common; Total Voting %: 1.87% |
| Vested vs Unvested (as of 12/31/2024) | Unvested RSUs: 500,000 (market value $230,000 at $0.46 close) |
| Options (Exercisable/Unexercisable) | None disclosed for Jamroz (— across option columns) |
| Shares Pledged | RSU/PSU awards non-transferable; pledging of awards prohibited; no disclosure on pledging of common shares |
| Ownership Guidelines | Not disclosed in proxy |
| Insider Transactions | 12/19/2024: Direct purchase of 1,162,500 shares at $0.46/share ($534,750 total) |
Insider transactions detail:
| Date | Type | Shares | Price | Value |
|---|---|---|---|---|
| 12/19/2024 | Open market purchase (Form 4) | 1,162,500 | $0.46 | $534,750 |
Employment Terms
- Role and Tenure: Director since December 2023; Executive Chairman since February 5, 2024 .
- Employment Agreement: Not disclosed for Jamroz in the proxy (Goepel’s agreement terms are disclosed; Jamroz’s are not) .
- Change-in-Control Treatment: RSUs/PSUs accelerate if not continued/assumed or converted/replaced at change-in-control; if continued/assumed, acceleration on termination within two years post-CoC per plan terms .
- Clawbacks/Non-Compete/Non-Solicit/Garden Leave: Not disclosed for Jamroz; plan-level tax withholding, administration, black-out period, and transfer restrictions are defined .
Board Governance
- Independence: Executive Chairman is not independent; Vice Chairman (T. Allan McArtor) ensures board functions independently when Executive Chairman not present; independent directors can meet in-camera without management .
- Committee Membership (2024): Audit Committee member; Nominating & Corporate Governance Committee member; not a chair (Audit Chair: Alan Bird; Compensation Chair: Deborah Robinson; Nominating Chair: Cordia Harrington; Safety Chair: T. Allan McArtor) .
- Meeting Attendance: Board held 5 meetings in 2024; committees met as follows—Audit (4), Compensation (1), Nominating (3), Safety (0); all directors attended 100% of Board and committee meetings .
- Director Compensation: As Executive Chairman, Jamroz does not receive compensation for board service; non-executive director fees/grants disclosed separately .
Director Compensation (Board Service)
| Component | FY 2024 |
|---|---|
| Board retainer (cash) | $0 (Executive Chairman does not receive compensation for board membership) |
| Committee fees | — (not applicable) |
| Equity for board service | — (not applicable) |
Compensation Structure Analysis
- Mix and Design: Jamroz’s disclosed compensation for 2024 is predominantly fixed salary with a time-based RSU grant; no disclosed annual cash bonus or PSU metrics/targets for Jamroz .
- Equity Plan Reapprovals: Stockholders asked to reapprove the Incentive Stock Option Plan, RSU Plan, and PSU Plan at the 2025 Annual Meeting, ensuring continued use of equity compensation vehicles (aggregate equity pool 9,400,000; 2,449,764 shares available as of 10/13/2025 across plans) .
- Timing/Information Controls: Equity awards are generally granted in the first half and the Compensation Committee stated it did not time grants around MNPI in 2024 .
Risk Indicators & Red Flags
- Dual Role/Independence: Executive Chairman is non-independent; governance mitigant via Vice Chairman and in-camera sessions, but dual role may raise oversight concerns for some investors .
- Concentration/Control Dynamics: Significant shareholders include Red Oak Partners with complex conversion/exercise limitations; Jamroz’s voting power is modest (Total Voting % 1.87%), reducing concerns of executive over-control .
- Hedging/Pledging: Awards under RSU/PSU plans cannot be transferred or pledged; no disclosure on hedging/pledging of common shares by Jamroz .
- Insider Selling Pressure: 500,000 RSUs granted 3/20/2024 vest 100% after one year, which may create potential liquidity overhang; however, Jamroz executed open-market purchases in Dec 2024, a positive alignment signal .
Say‑on‑Pay & Compensation Peer Group
- Say‑on‑Pay Results: Not disclosed in the proxy .
- Compensation Peer Group/Targets: Not disclosed; plan narratives emphasize flexibility and retention/attraction objectives .
Expertise & Qualifications
- Education: BA (Business Studies, First Class Honors) and MBA (Distinction) .
- Industry Experience: Transportation, logistics, cybersecurity portfolio operations; investment, risk, and business management .
- Board Qualifications: Audit Committee participation; Board cites risk oversight roles and financial literacy of committee members .
Investment Implications
- Alignment: Jamroz’s open-market purchase of 1,162,500 shares at $0.46 in Dec 2024 and RSU participation indicate meaningful skin-in-the-game; beneficial ownership stands at 1,562,500 shares (3.12% of common) with modest voting power, balancing alignment without control risk .
- Retention/Execution: Time-based RSU cliff vesting (500,000 units from Mar 2024) strengthens retention; absence of disclosed severance economics for Jamroz limits visibility on change-in-control payouts but plan-level acceleration exists, which can be shareholder-friendly or dilutive depending on event structure .
- Governance: Non-independent Executive Chairman structure requires confidence in the Vice Chairman and independent committee oversight; 100% attendance and formal committee charters are positives, but investors should monitor board independence dynamics and compensation decision processes .
- Trading Signal: Insider buying by Jamroz is a constructive signal; upcoming RSU vesting schedules can create supply near anniversaries—watch trading windows and subsequent Form 4s for sell/buy behavior .