Alethia Nancoo
About Alethia Nancoo
Alethia Nancoo (age 56 as of March 31, 2025) is an independent director of Sky Harbour Group Corporation, serving since the closing of the Yellowstone Transaction on January 25, 2022. She is a partner in the Public & Infrastructure Finance practice at Squire Patton Boggs (US) LLP (since November 2013), sits on the firm’s Global Board, and specializes in public, private and project debt finance across infrastructure sectors; her education includes a BA and MA from the University of Maryland and a JD from the University of Wisconsin Law School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| District of Columbia Water and Sewer Authority | Director | Previously served (dates not disclosed) | Finance and Governance Committees |
| District of Columbia Chamber of Commerce | Executive Committee Member | Previously served (dates not disclosed) | Executive Committee |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Squire Patton Boggs (US) LLP | Partner; Member, Global Board | Partner since Nov 2013 | Public & Infrastructure Finance; capital markets and major infrastructure sectors |
Board Governance
- Independence: The Board determined Ms. Nancoo is independent under NYSE rules and independent for audit committee service under Rule 10A‑3 .
- Committee assignments: Chair, Compensation Committee; Member, Nominating and Corporate Governance Committee; not an Audit Committee member .
- Attendance and engagement: Board met 8 times in 2024; all directors attended all meetings. Compensation Committee met once and executed one unanimous written consent; all members attended. Nominating and Corporate Governance Committee met once; all members attended .
- Lead Independent Director: Lysa Leiponis serves as Lead Independent Director; independent executive sessions occur regularly per governance guidelines .
- Controlled company: SKYH qualifies as a “controlled company” and may rely on certain NYSE governance exemptions in the future, though it is not currently relying on them .
Committee Memberships and Attendance (2024)
| Committee | Role | Meetings | Attendance |
|---|---|---|---|
| Board of Directors | Director | 8 | 100% (all directors attended) |
| Compensation Committee | Chair | 1 meeting; 1 unanimous written consent | 100% |
| Nominating & Corporate Governance | Member | 1 | 100% |
Fixed Compensation
| Item | Amount | Notes |
|---|---|---|
| Cash fees (2024) | $70,000 | Actual cash paid in 2024 |
| Equity (RSUs, grant-date fair value) | $86,310 | RSUs granted during 2023; fair value measured at grant |
| Standard annual cash retainer | $50,000 | Director compensation plan schedule |
| Committee membership fees (annual) | Audit: $7,500; Compensation: $5,000; Nominating: $5,000 | Fee schedule |
| Committee chair fees (annual) | Audit Chair: $25,000; Compensation Chair: $15,000; Nominating Chair: $15,000 | Fee schedule |
| Director stock ownership guideline | $150,000 by 3rd anniversary of tenure | Applies to non-executive directors |
Note: The Company discloses the fee schedule, but Ms. Nancoo’s actual cash paid in 2024 was $70,000; variations vs. schedule can reflect timing or role changes; no additional meeting fees are disclosed .
Performance Compensation
| Metric/Structure | Detail |
|---|---|
| Performance-based metrics for directors | None disclosed; director equity is RSU-based with vesting conditions under the 2022 Plan (time-based), and directors held stock awards but no options |
| Options for directors | 0 option awards held (as of 12/31/2024) |
| Annual director equity grant | Approx. $70,000 grant-date fair value (RSUs), subject to plan vesting |
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlock |
|---|---|---|---|
| Squire Patton Boggs (US) LLP | Private (law firm) | Partner; Global Board member | No transactions with SKYH disclosed involving SPB |
| DC Water and Sewer Authority | Public utility (governmental) | Director (previously) | Not a SKYH customer/supplier disclosure; no related-party transactions reported |
| DC Chamber of Commerce | Non-profit | Executive Committee member (previously) | No related-party transactions disclosed |
Ms. Nancoo was designated a Board nominee by CEO Tal Keinan pursuant to the Stockholders’ Agreement, a governance feature of SKYH’s controlled company structure .
Expertise & Qualifications
- Debt finance expertise across public and private markets, with sector focus in airports, toll roads, transportation, water and sewer utilities, and mixed-use housing .
- Recognitions: DEI Champion (Corporate Counsel Magazine’s 2021 Women, Influence & Power in Law) and Washington Business Journal’s 2020 Minority Business Leader; Fellow of the American College of Bond Counsel .
- Degrees: BA (Psychology), MA (Education) – University of Maryland; JD – University of Wisconsin Law School .
Equity Ownership
| Holder | Class A Shares | Class A % | Class B Shares | Class B % | Notes |
|---|---|---|---|---|---|
| Alethia Nancoo | 15,314 | <1% | — | — | Beneficial ownership as of Apr 18, 2025 |
| Director stock awards held | 18,083 | N/A | — | — | RSU stock awards (as of 12/31/2024); 0 options |
- Anti-hedging policy prohibits derivatives and hedging transactions for directors and officers; insider trading policy governs transactions in company stock .
- Pledging: No pledges disclosed for Ms. Nancoo .
- Ownership guideline: $150,000 by third anniversary of tenure; individual compliance status not disclosed .
Governance Assessment
- Strengths:
- Independent status affirmed; chair of Compensation Committee and member of Nominating & Governance contribute to board effectiveness .
- Full attendance at Board and committee meetings indicates high engagement .
- Anti-hedging and insider trading policies support alignment and compliance .
- Watch items:
- Controlled company: SKYH may rely on NYSE governance exemptions in the future (e.g., committee independence), potentially reducing minority investor protections .
- Nomination designation by the Founder/CEO via Stockholders’ Agreement can introduce perceived influence over director slate; Board states it is not currently relying on exemptions and has majority independent directors .
- Conflicts/Related‑party exposure:
- No related‑party transactions disclosed involving Ms. Nancoo or her law firm; Audit Committee oversees related‑party approvals per policy .
- Shareholder feedback signals:
- 2025 director election results show strong support for Ms. Nancoo (For: 60,784,740; Against: 70,387; Abstain: 6,534; Broker Non‑Votes: 4,139,067) .
- As an Emerging Growth Company, SKYH is exempt from say‑on‑pay votes; no say‑on‑pay results to assess .
2025 Annual Meeting Voting (Director)
| Nominee | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Alethia Nancoo | 60,784,740 | 70,387 | 6,534 | 4,139,067 |
Director Compensation Mix (2024)
| Component | Nancoo Amount | Company Plan Reference |
|---|---|---|
| Cash fees | $70,000 | Actual paid |
| Equity (RSUs) | $86,310 (grant-date fair value) | RSUs granted during 2023 |
| Standard retainer | $50,000 | Plan schedule |
| Committee/Chair fees | See schedule | Plan schedule |
Insider Trades
| Date | Type | Shares | Notes |
|---|---|---|---|
| — | — | — | Proxy does not disclose director Form 4 transactions for Ms. Nancoo in 2024; Section 16 delinquency notes pertain to certain officers’ RSU tax withholdings, not directors . |
RED FLAGS: Potential future reliance on controlled-company exemptions; founder-driven nomination rights under Stockholders’ Agreement may be viewed as a concentration of influence (mitigated by current majority-independent board and committee attendance/compliance) .