Francisco X. Gonzalez
About Francisco X. Gonzalez
Francisco X. Gonzalez is Chief Financial Officer (CFO) of Sky Harbour Group Corporation and has served as CFO since the closing of the Yellowstone business combination on January 25, 2022; he began his role as CFO of Sky on July 1, 2021 and oversees financial, capital markets, treasury, tax and accounting functions . He previously held senior roles at Goldman Sachs (1989–1991; 1993–2010), RBC Capital Markets (2010–2016), Fortress Investment Group (2017–2018), and has an ongoing consulting role as Senior Advisor to LSN Partners/LSN Global Projects; he holds a BA in Economics from Harvard College and an MBA from Harvard Business School . His compensation framework includes performance-based components, notably a one-time per-square-foot incentive bonus tied to new indoor square footage available for leasing, paid quarterly without duplication beginning in 2022 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Goldman Sachs & Co. LLC | Various roles; involved in municipal financings, swaps, PPPs | 1989–1991; 1993–2010 | Led/participated in transportation-oriented infrastructure financings, swaps, and PPPs |
| RBC Capital Markets | Senior role | 2010–2016 | Led/participated in municipal financings and PPPs for infrastructure clients |
| Fortress Investment Group | Senior role | 2017–2018 | Involved in municipal financings and structured transactions |
| LSN Partners/LSN Global Projects | Managing Director; later Senior Advisor (consulting) | Since June 2018 | Infrastructure advisory; ongoing consulting relationship with compensation from LSN (no payments from LSN for services rendered to Sky) |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| LSN Partners/LSN Global Projects | Senior Advisor (consulting relationship) | Ongoing since June 2018 | Continues to receive payments from LSN; no payments from LSN to Mr. Gonzalez in respect of services LSN renders to Sky |
Fixed Compensation
| Metric | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Base Salary ($) | 146,538 | 300,000 | 350,000 | 385,000 |
| Annual/Incentive Cash Bonus ($) | 1,495,000 (composition: $1,195,000 incentive cash + $300,000 annual) | 532,628 (composition: $182,628 incentive cash + $350,000 annual) | 693,340 (composition: $243,340 incentive cash + $450,000 annual) | 888,102 (aggregate; composition not broken out) |
| All Other Compensation ($) | — | 40,190 | 43,290 | 45,398 |
Notes:
- 2021 employment agreement disclosure references an incentive cash bonus of $1.95 million (distinct from later Summary Compensation Table presentation) .
- All Other Compensation includes 401(k) match and tax-preparation fees (e.g., 2024: $30,500 401(k) match; $14,898 tax-prep fees for Mr. Gonzalez) .
Performance Compensation
RSUs and Incentive Units – Outstanding at 2024 Year-End
| Grant Date | Unvested Units (#) | Market Value of Unvested ($) | Vesting Terms |
|---|---|---|---|
| Feb 15, 2024 (RSUs) | 130,000 | 1,602,900 | 25% on first anniversary; remaining 75% vests ratably over 36 months thereafter |
| Feb 15, 2023 (RSUs) | 108,333 | 622,915 | 25% on first anniversary; remaining 75% vests ratably over 36 months thereafter |
| May 17, 2022 (RSUs) | 53,125 | 411,188 | 25% on first anniversary; remaining 75% vests ratably over 36 months thereafter |
| May 13, 2021 (Incentive Units) | 169,122 | 66,749 | 25% on first anniversary; remaining 75% vests ratably over 36 months thereafter |
Options – Outstanding at 2024 Year-End
| Grant Date | Unexercisable Options (#) | Exercise Price ($) | Expiration | Vesting Terms |
|---|---|---|---|---|
| Feb 15, 2024 | 250,000 | 11.63 | Feb 15, 2034 | Vests in 25% installments over four years, beginning on the sixth anniversary of grant (long-dated vesting) |
Performance Metrics and Cash Incentives
| Metric | Weighting | Target | Actual Payout | Vesting |
|---|---|---|---|---|
| Per-square-foot incentive bonus tied to new indoor space available for leasing | Not disclosed | Not disclosed | Included within annual/incentive bonuses (e.g., 2023 incentive cash component: $243,340) | Cash; paid quarterly for per-sqft component; bonus paid per program |
| Annual bonus (company-set performance metrics) | Not disclosed | Not disclosed | 2024: $888,102; 2023: $450,000 annual portion (with $243,340 incentive cash) | Cash |
Clawback: Compensation subject to clawback under Company policy, Dodd-Frank, and Sarbanes-Oxley .
Equity Ownership & Alignment
Beneficial Ownership
| As of Date | Class A Shares | Ownership % of Class A | Notes |
|---|---|---|---|
| April 18, 2025 | 146,506 | <1% | Percentages based on 33,858,394 Class A shares outstanding |
| April 12, 2024 | 62,333 | <1% | Percentages based on 24,653,933 Class A shares outstanding |
Equity Overhang and Unvested Holdings (Retention)
- Unvested RSUs/Incentive Units as of 12/31/2024: 130,000 (2024), 108,333 (2023), 53,125 (2022), 169,122 (2021) .
- Unexercisable options: 250,000 at $11.63 exercise price expiring 2034, with vesting commencing only at the 6th anniversary of grant (strong long-term retention design) .
- Anti-hedging policy prohibits directors/officers/employees from hedging or monetization transactions (e.g., puts/calls/derivatives, forward sale contracts) .
- Section 16(a) compliance note: Company reported delinquent filings to reflect RSU shares withheld for taxes upon vesting (36 withholding events for Mr. Gonzalez); these were tax-related withholdings, not open-market selling .
Employment Terms
- Employment agreement: Amended and restated on Dec 22, 2021; amendments on Mar 24, 2022 (upon CFO appointment) and May 17, 2022 (Second Amendment) .
- Severance: If terminated without Cause or resigns for Good Reason → continuation of base salary for 24 months, adjusted if restrictive covenants’ duration is waived/shortened (e.g., 12 months restriction → 12 months severance) .
- Restrictive covenants: Non-solicitation of employees for two years; non-compete in principal products/markets for two years; confidentiality of trade secrets and confidential information indefinitely .
- Death/Disability: Full vesting of then-unvested time-based equity awards, subject to general release and compliance with covenants; performance-based awards vest only per their terms .
- Change-of-control: Specific provisions for Mr. Gonzalez not detailed in the cited disclosures; RSU acceleration on change-in-control is explicitly stated for CEO in his agreement (not for Mr. Gonzalez) .
- Clawback: Compensation subject to clawback under Company policy and applicable law (Dodd-Frank, SOX) .
- Related party/consulting: Ongoing consulting relationship with LSN; continues to receive payments from LSN; no payments from LSN to Mr. Gonzalez for LSN services rendered to Sky; related party transactions subject to Audit Committee review per policy .
Investment Implications
- Retention risk appears mitigated by significant unvested RSUs/Incentive Units and unusually long-dated option vesting that begins at year 6, creating strong tenure incentives and discouraging near-term turnover .
- Severance economics (24 months’ base salary) combined with two-year non-compete/non-solicit and indefinite confidentiality may reduce immediate departure risk but increase separation cost if transitions occur .
- Pay-for-performance alignment includes operational metric (per-square-foot incentive tied to leasable indoor space), anchoring cash incentives to capacity growth; however, detailed annual bonus metrics and weighting are not disclosed, limiting transparency into payout rigor .
- Direct beneficial ownership is <1% of Class A shares, but sizable unvested equity and options provide meaningful exposure to long-term value creation; tax-withholding Form 4 events suggest limited selling pressure attributable to net-share settlement rather than discretionary sales .
- Related-party oversight: Consulting relationship with LSN is disclosed with guardrails (no payments from LSN to Mr. Gonzalez for services rendered to Sky), and Audit Committee oversight of related transactions should mitigate conflict risk .