Lysa Leiponis
About Lysa Leiponis
Independent director and Lead Independent Director at Sky Harbour Group Corporation; age 60. She has served on the SKYH board since the closing of the Yellowstone Transaction (January 25, 2022), bringing deep airport infrastructure leadership and governance experience; education includes a BS in Accounting (Rutgers) and an MBA (Pace) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| LaGuardia Airport (Port Authority of NY & NJ) | Deputy Airport CEO & GM; Airport CEO & GM | Nov 2010–Jul 2013; Jul 2013–Sep 2019 | Led operational and strategic management of major U.S. airport |
| Ferrovial Airports U.S. | Independent Senior Advisor | Jan 2021–Jul 2022 | Advised senior leadership on U.S. growth strategy |
| LL Aviation Advisors, LLC | Principal & President | Since Feb 2020 | Strategic advisory to airport leaders, investors, airlines |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| JFK New Terminal One LLC | Board Director; Audit & Risk Committee Member | Since Jul 2022 | Governance oversight for major terminal development |
| Parsons Corporation | Critical Infrastructure Strategic Advisory Board Member | Since Mar 2020 | Strategic input on infrastructure; advisory role (not corporate board) |
| Vaughn College of Aeronautics & Technology | Board of Trustees Member; Audit Chair (2019–Oct 2024); Compensation Chair (2018–2019); Co-chair Governance Reform; Member of Plant & Infrastructure & Development Committees | Oct 2015–Oct 2024 | Multi-committee governance leadership |
Board Governance
- Independence: The board determined Lysa is independent under NYSE rules and eligible for audit committee service under Rule 10A-3 .
- Leadership: Designated as Lead Independent Director, with responsibilities over executive sessions and independent director communications .
- Committee assignments: Member of Audit and Compensation; Chair of Nominating & Corporate Governance .
- Attendance: Board held 8 meetings in 2024; all directors attended all meetings. Audit Committee held 6; Compensation 1; Nominating 1; all committee members attended all meetings .
- Controlled company: SKYH qualifies as a controlled company; not currently relying on governance exemptions, but may in future .
| Committee | Role | 2024 Meetings | Attendance |
|---|---|---|---|
| Audit | Member | 6 | 100% (all members attended all meetings) |
| Compensation | Member | 1 | 100% (all members attended all meetings) |
| Nominating & Corporate Governance | Chair | 1 | 100% (all members attended all meetings) |
| Board | Director; Lead Independent Director | 8 | 100% (all directors attended all meetings) |
Fixed Compensation
| Component (2024) | Amount (USD) |
|---|---|
| Base annual director cash retainer | $50,000 |
| Audit Committee member fee | $7,500 |
| Compensation Committee member fee | $5,000 |
| Nominating & Corporate Governance Committee chair fee | $15,000 |
| Lead Independent Director fee | $25,000 |
| Total cash fees earned (per director comp table) | $102,500 |
| RSU stock award (grant-date fair value; director program) | $86,310 |
| Total reported director compensation (2024) | $188,810 |
Notes:
- Non-executive director equity grants are RSUs under the 2022 Plan with ~$70,000 target grant-date fair value; the table shows $86,310 for 2024 reported stock awards (RSUs granted during 2023 measured at grant-date fair value). Non-executive directors must own $150,000 of common stock by the third anniversary of tenure .
Performance Compensation
| Metric Area | Director Metric Design | Vesting/Terms |
|---|---|---|
| Equity awards | No performance metrics disclosed for director RSUs; RSUs subject to time-based vesting under the 2022 Plan | Time-based vesting per plan; no options outstanding for non-employee directors as of 12/31/2024 |
Additional policies:
- Anti-hedging policy prohibits directors from hedging SKYH securities or entering monetization transactions (e.g., options, forwards) .
Other Directorships & Interlocks
- Founder designation: Lysa was designated a director nominee by Founder Holders via the Stockholders’ Agreement, indicating founder influence over board composition despite her independent status .
- Controlled company influence: Stockholder Parties retain consent rights over board size, committee changes, and certain strategic actions while combined voting power exceeds 50%, constraining board autonomy .
- Public company boards: None disclosed; Parsons role is an advisory board, not a corporate board of directors .
Expertise & Qualifications
- Airport operations and infrastructure leadership, including senior executive roles at LaGuardia and advisory work with Ferrovial Airports U.S. .
- Financial background (BS Accounting; MBA), extensive audit/governance chair experience in non-profit and infrastructure settings; not identified as an “audit committee financial expert” (Mr. Jackson holds ACFE designation) .
Equity Ownership
| Holder | Class A Shares | % of Class A | Options | RSUs Held (as of 12/31/2024) |
|---|---|---|---|---|
| Lysa Leiponis | 15,314 | <1% (table shows “* less than 1%”) | 0 | 18,083 |
- Ownership guidelines: Directors must own $150,000 of common stock by the third anniversary of their tenure; compliance status is not disclosed at the individual level .
- Section 16 compliance: Delinquent filings list does not include Lysa; delinquencies noted for certain officers due to RSU tax withholding events .
Governance Assessment
- Strengths: Lead Independent Director role enhances independent oversight; 100% attendance across board and committees indicates robust engagement; independent status and service on key committees (Audit, Compensation, Nominating chair) support board effectiveness .
- Alignment: Director equity via RSUs and stock ownership guidelines aim to align interests; anti-hedging policy reduces misalignment risk .
- Risks/Red Flags:
- Controlled company: Potential reduction in governance protections if exemptions are used in future; current committee composition includes CEO on Compensation and Nominating, which Lysa chairs (Nominating), creating a structural independence tension despite her chair role .
- Founder designation rights and Stockholders’ Agreement consent rights can constrain board independence and committee composition, representing persistent influence by controlling holders .
- Related-party exposure: No related-party transactions disclosed involving Lysa; company-level related-party arrangements primarily involve CEO aircraft usage and a PIPE purchase by another director, not Lysa .