Jordan Moelis

About Jordan Moelis

Jordan Moelis (age 37 as of March 31, 2025) is an independent director of Sky Harbour Group Corporation, serving since June 2024. He is Founder and Managing Partner of Deep Field Asset Management (since Oct 2014) and Managing Partner of Center Capital Partners (since Mar 2021). He holds a BS in Economics (summa cum laude) and an MBA from the Wharton School, University of Pennsylvania. He was nominated to the SKYH board by Center Sky pursuant to the Stockholders’ Agreement.

Past Roles

External Roles

Board Governance

• Independence: The Board determined Moelis is independent under NYSE rules and also independent for audit committee service under Exchange Act Rule 10A‑3.
• Committee assignments (as of 2025 proxy): Audit Committee member; Nominating & Corporate Governance Committee member; not on the Compensation Committee.
• Committee structure and leadership: Audit Committee members are Walter Jackson (Chair), Lysa Leiponis, and Jordan Moelis; the Audit Committee met 6 times in 2024 and all members attended all meetings.
• Board attendance: The Board met 8 times in 2024 and all directors attended all meetings.
• Lead Independent Director: The company maintains a lead independent director role (name not specified in proxy summary).
• Nomination source and control context: Moelis is the “Center Sky Designee” under the Stockholders’ Agreement; designees must remain NYSE‑qualified independent directors; Stockholder Parties retain consent rights over certain governance matters while holding >50% voting power.

Fixed Compensation

• Director fee framework: Annual cash retainer of $50,000; additional annual cash fees for service/chair roles: Audit ($7,500 member; $25,000 chair), Compensation ($5,000 member; $15,000 chair), Nominating & Corporate Governance ($5,000 member; $15,000 chair), Lead Independent Director ($25,000).
• Ownership guideline: Non‑executive directors must own $150,000 of common stock by the third anniversary of their tenure.

Performance Compensation

• In 2024, other non‑employee directors received RSUs measured at grant date fair value (e.g., $86,310 for certain directors), but Moelis’ 2024 line shows cash fees only and no stock award for that year.

Other Directorships & Interlocks

• No public company directorships disclosed for Moelis; no disclosed interlocks with SKYH competitors, suppliers, or customers.

Expertise & Qualifications

• Investment leadership: Founder/Managing Partner at Deep Field; Managing Partner at Center Capital Partners; prior hedge fund research experience (Serengeti).
• Education: BS Economics (summa cum laude), MBA – Wharton School, University of Pennsylvania.
• Board rationale: Company cites “significant investment experience” as qualification for SKYH board service.

Equity Ownership

• The proxy’s beneficial ownership table does not attribute Center Sky’s Class B to Moelis personally; he is nonetheless the Center Sky Designee and filed Form 3 reflecting 10% owner status associated with that block. https://www.sec.gov/Archives/edgar/data/1823587/000106299324012684/0001062993-24-012684-index.htm
• No pledging/hedging or share‑pledge disclosures for Moelis are noted in the proxy.

Related-Party Exposure

• Governance agreements: The Stockholders’ Agreement grants Center Sky (which designated Moelis) the right to nominate one board member while ownership thresholds persist; all nominees must meet independence standards; consent rights for Stockholder Parties apply while their combined voting power >50%. Potential conflict risk is mitigated by independence requirements and recusal/conflict provisions.
• Related‑party transactions disclosed in 2025 proxy focus on Echo Echo, LLC aircraft arrangements (related to the CEO) and a 2024 PIPE involving a director (Rozek); no specific transactions involving Moelis or Center Sky beyond registration/stockholder agreements.

Investor Support (Director Elections)

Governance Assessment

• Strengths:
  • Independent director serving on two key committees (Audit; Nominating & Corporate Governance); 100% attendance at both board and audit committee meetings in 2024.
  • Audit Committee charter assigns responsibility for reviewing and approving related‑party transactions, a critical safeguard given the controlled‑company context.
  • Strong shareholder support for election in 2024 and 2025.
• Potential risks/RED FLAGS:
  • Designation by a significant holder (Center Sky) under the Stockholders’ Agreement and the continued consent rights of Stockholder Parties (>50% combined voting power) can concentrate influence; while Moelis is independent under NYSE rules, investors should monitor for potential perceived influence or conflicts given the control framework and designation rights.
  • Form 3 filed as a “10 percent owner” (via the Class B block) underscores influence, though the proxy does not attribute that block as his personal beneficial ownership; ensure robust recusals where applicable. https://www.sec.gov/Archives/edgar/data/1823587/000106299324012684/0001062993-24-012684-index.htm
• Alignment:
  • Director ownership guideline requires $150,000 by third anniversary; Form 4 indicates a 6,323‑share award in Feb 2025, but beneficial ownership at the Apr 18, 2025 record date was not reported above <1%—monitor progress toward guideline compliance. https://www.sec.gov/Archives/edgar/data/1823587/000143774925004725/0001437749-25-004725-index.htm

Director Compensation Policy Detail

Notes:

• The company is an Emerging Growth Company (EGC) and is exempt from certain executive compensation requirements, including say‑on‑pay.