Gerald Adler

About Gerald Adler

Gerald Adler is Interim General Counsel and Corporate Secretary of Sky Harbour Group, serving in this role since the closing of the Yellowstone Transaction; he has 35+ years of corporate law experience, is admitted in New York, and holds a JD from Columbia Law School and a BA in Economics from Yeshiva University . He is 67 years old as of March 31, 2025 per the company’s 2025 proxy statement . During his tenure, SKYH’s scale-up continued; for example, quarterly revenue reached $7.3 million in Q3 2025 versus $4.1 million in Q3 2024, reflecting growth in rental and fuel revenues as campuses came online . Adler also serves as corporate secretary of the board (signing the 2025 proxy notice) and supports governance processes .

Past Roles

External Roles

Fixed Compensation

• Not disclosed at the individual level for Adler. He is not listed among the company’s named executive officers in the Summary Compensation Table for 2024/2023/2022 (tables cover CEO, CFO, COO only) .
• Officers are appointed by the Board and serve at its discretion; the company indicates officers serve at-will, with NEOs reviewed by the Compensation Committee (contextual policy; not specific to Adler) .

Performance Compensation

• Individual bonus targets, metrics, or equity grant values for Adler are not disclosed in the proxies (he is not an NEO) .
• Company equity program context (applies to “certain employees”) informs potential selling pressure and alignment:
  • RSUs granted Feb/Jun 2025 vest ratably over 4 years beginning on the first anniversary of grant (typical monthly vesting thereafter), with 498,564 time-based RSUs granted in 2025 and a weighted-average grant-date fair value of ~$10.02; unrecognized RSU cost ~$8.4M amortized over ~2.7 years .
  • 686,647 non-qualified stock options granted in Feb 2025 at $11.07 exercise price vest ratably over a four-year period beginning on the sixth anniversary of grant (10-year term), implying minimal near-term option-driven selling pressure; unrecognized NSO cost ~$6.7M over ~8.0 years .
  • Company recognized stock comp expense of ~$1.8M (RSUs) and ~$0.2M (options) in Q3’25; nine-month RSU expense $3.9M; Q3 accelerated vesting charges ($0.7M) tied to former COO departure .

Illustrative Company Equity Award Terms (context)

Equity Ownership & Alignment

• Beneficial ownership (Class A shares) for Adler has increased, but remains <1% of Class A outstanding; no Class B holdings disclosed for Adler .

• Policies and practices affecting alignment and trading:
  • Anti-hedging policy prohibits directors, officers, and employees from using derivatives or hedging/monetization transactions on company securities .
  • Insider trading policy governs trades by directors/officers to ensure compliance with law and exchange standards .
  • Director stock ownership guideline: non-executive directors must own $150,000 of stock by the third anniversary; no officer ownership guideline is disclosed in the proxies reviewed .
  • No explicit pledging policy disclosure found in the cited proxy sections; anti-hedging does not itself address pledging .

Employment Terms

• Appointment/tenure: Officers are appointed by the Board and serve at the Board’s discretion; Adler serves as corporate secretary, signing Board materials .
• Indemnification: The company provides customary indemnification and advancement of expenses to officers and directors via bylaws and individual indemnification agreements .
• Clawback: Formal clawbacks are specified in CEO/CFO/COO employment agreements; the proxies do not disclose an Adler-specific employment or clawback agreement .
• Non-compete/non-solicit: Such provisions are disclosed for certain NEOs (e.g., CFO), but no Adler-specific covenants are disclosed in the proxies reviewed .

Performance & Track Record (Company context during Adler’s tenure)

• Revenue and operating scale expanded with new campus operations; Q3’25 revenue $7.3M (rental $5.7M; fuel $1.6M) vs. $4.1M in Q3’24, while the company continued to invest in ground leases and development, impacting expenses and operating loss .
• Employee compensation and benefits rose (Q3’25: $5.0M vs. $3.1M prior-year), partly from higher equity compensation expense and headcount growth .

Governance, Compliance, and Trading Risk Indicators

• Anti-hedging policy in place; insider trading policy governs officer/director trading .
• Company is an Emerging Growth Company and is exempt from say-on-pay; thus, no shareholder advisory votes on executive compensation to date .
• Accelerated vesting events can add near-term share supply (e.g., RSU accelerations tied to executive departures), although 2025 NSO grants vest starting in year 6, muting option-related overhang in near term .

Investment Implications

• Alignment: Adler’s beneficial ownership is small (<1% Class A), which limits direct equity alignment; however, anti-hedging controls reduce misalignment via derivatives, and indemnification plus established governance processes support continuity in his legal/governance role .
• Selling pressure: Company-wide RSU structures that vest after the first anniversary can create periodic selling windows, but the 2025 NSO structure defers option vesting until year 6, reducing medium-term option-driven supply; no Adler-specific grant details are disclosed .
• Retention: No disclosed individual employment agreement or severance for Adler; officers serve at Board discretion and benefit from indemnification—neutral to slightly elevated retention risk relative to NEOs with defined packages .
• Oversight and risk: Ongoing governance policies (insider trading, anti-hedging) and the corporate secretary role support board process integrity; absence of disclosed pledging and say-on-pay data (EGC status) limits some shareholder-alignment signals .

Notes on data gaps: Adler is not a named executive officer in the SCT; individual salary/bonus/equity grant details, severance/change-of-control economics, and ownership guideline compliance status are not disclosed in the reviewed proxies. Company-wide equity and governance policies are provided as context .