Tal Keinan

About Tal Keinan

• Chairman and Chief Executive Officer of Sky Harbour Group Corporation since the business combination on January 25, 2022; founded and led Sky Harbour since October 2017. Age 55 (as of March 31, 2025) .
• Background: Co-Founder and Executive Chairman of Clarity Capital KCPS Ltd. (since 2005), Chairman of Koret Israel Economic Development Funds (since 2010), Director of Azrieli Data Centers LLC (since January 2024); veteran F‑16 pilot and instructor in the Israel Air Force (retired Lt. Colonel); MBA, Harvard Business School; graduate, Israel Air Force Academy .
• Tenure performance context (company-level): Operating portfolio of 538,636 rentable sq ft at 92.6% occupancy as of December 31, 2024; 64 hangars in development with estimated $619–$686.1 million total construction cost; design defects identified in 2023–2024 triggered $26–$28 million retrofits and 3–5 month delays on select projects, funded by $27 million additional cash to the bond structure, highlighting execution risk .

Past Roles

External Roles

Fixed Compensation

Notes:

• Employment Agreement: Initial base $500,000 with review/increase (not decrease); discretionary annual bonus target 100% of salary subject to performance metrics (not itemized publicly) .

Performance Compensation

• Annual cash bonus determined by the Compensation Committee against corporate and individual performance objectives; committee also considers macro factors (e.g., inflation). Specific metric weightings/targets are not disclosed .
• Equity awards: Time‑based RSUs under the 2022 Plan; change‑in‑control and retirement vesting features described below .

N/D = Not disclosed.

Equity Awards and Vesting Detail (selected)

| Name | Grant date | Type | Shares/Units outstanding (12/31/24) | Vesting / Terms | |---|---|---:|---| | Tal Keinan | May 17, 2022 | RSUs | 23,438 unvested; grant-date FV $181,410 | 25% at 1‑yr; remainder monthly over 36 months |

Change-in-control and termination provisions:

• RSUs vest in full upon a Change in Control (subject to release) and on retirement if age + service ≥ 65 (“Rule of 65”) .
• Upon termination without Cause or resignation for Good Reason: full vesting of time‑based equity; 2 years’ salary continuation plus an amount equal to the highest annual bonus paid in the prior 3 years (paid per payroll schedule), subject to release and restrictive covenants .

Equity Ownership & Alignment

Additional alignment/controls:

• Anti‑hedging policy prohibits hedging/derivative transactions by insiders .
• Insider trading/10b5‑1 policy requires blackout windows, pre‑clearance, and restricts margin accounts; hedging/short sales prohibited .
• No pledging disclosed for Keinan; company policy prohibits holding in margin accounts, reducing pledging risk .
• Lock‑up agreements related to the de‑SPAC expired January 25, 2023 (first anniversary), increasing potential liquidity for insiders thereafter .

Employment Terms

Board Governance

• Roles: Keinan serves as both Chairman and CEO; Board has a Lead Independent Director (Lysa Leiponis). Board determined combined role is in best interests at this time; leadership structure reviewed periodically .
• Controlled company: SKYH qualifies as a “controlled company” under NYSE rules and may rely on governance exemptions (not currently relying on all; may in the future) .
• Independence: 5 of 7 current directors deemed independent (not including the CEO) .
• Committee memberships (as of the 2025 Proxy): CEO sits on Compensation and Nominating & Corporate Governance Committees; independent directors populate Audit (entirely independent) .
• Board/committee attendance: Board held 8 meetings in 2024; all directors attended all meetings. Compensation Committee held 1 meeting (plus 1 unanimous written consent); Audit Committee held 6 meetings (all attended) .

Committee membership snapshot:

Dual-role implications:

• CEO as Chair and member of Compensation and Nominating Committees elevates potential independence concerns; presence of a Lead Independent Director and majority‑independent board partially mitigates .
• Stockholders’ Agreement grants Founder Holders (including Keinan) director designation rights, reinforcing founder influence over board composition .

Director compensation:

• Keinan receives no additional compensation for director service; only employee compensation is reported .

Related Party Transactions and Potential Conflicts

• Aircraft use agreements with Echo Echo, LLC (related to CEO) for a Beechcraft G58 (effective Sept 8, 2021) and an Epic E1000GX (effective Aug 30, 2024); non‑exclusive, auto‑renewed annually, terminable on 30–35 days’ notice; company pays per flight hour and pro‑rata operating costs .
  • Company recognized expenses under these agreements during 2023–2024 (amounts reported in proxies; categorization varies) .
• Tax Receivable Agreement: Company pays 85% of tax savings realized from certain attributes; Keinan is TRA Holder Representative—creates potential economic alignment/conflict considerations .
• Registration rights for founders and sponsors (standard de‑SPAC features) .

Performance & Track Record

• Portfolio/operations: 34 hangars in operation across SGR, BNA, OPF (Phase I), SJC (renovation), and CMA; 538,636 rentable sq ft; 92.6% weighted occupancy at 12/31/2024 .
• Development pipeline: 64 planned hangars, ~$619–$686.1 million estimated construction cost; multiple sites in construction/pre‑development .
• Execution risks: Independent peer review identified significant design defects in prototype hangar buildings (DVT Phase I, APA Phase I); applied enhancements including at ADS Phase I; aggregate retrofit cost $26–$28 million and 3–5 months’ delay per affected project; $27 million corporate cash contributed to project structure in March 2024 to fund increased costs .
• Governance/compliance: Prior material weakness in cash flow classification remediated by year‑end 2023; Audit Committee reported remediation in 2024 Proxy . Delinquent Section 16(a) reports noted for certain RSU withholding events (including 22 for Keinan) .

Compensation Structure Analysis

• Cash vs equity mix: CEO compensation is primarily cash (salary + annual bonus) in 2023–2024; no new CEO equity awards reported in 2023–2024; existing RSUs from 2022 continue to vest .
• Option strategy: 2024 options awarded to CFO vest only beginning on the sixth anniversary of grant—indicating an emphasis on long‑term retention and delayed liquidity; not applied to CEO in 2024 .
• At‑risk pay: CEO annual bonus remains significant and discretionary against objectives; specific performance metrics and weightings are not publicly itemized .
• CIC/severance richness: Single‑trigger RSU vesting on CIC and 2x salary plus highest bonus severance with full vesting on certain terminations; aligns with retention but increases potential payout sensitivity .

Director & Executive Compensation Governance

• Controlled company status allows exemptions from some NYSE requirements; the company states it is not currently relying on all exemptions but may do so in the future .
• Compensation Committee includes the CEO as a member (permissible given controlled company status), with an independent chair (Nancoo) .
• External compensation consultants are permitted but not specifically disclosed for 2024; committee oversees philosophy, plans, and director pay .
• Emerging Growth Company: Exempt from say‑on‑pay and CEO pay ratio disclosures .

Risk Indicators & Red Flags

• Dual role and committee participation (CEO as Chair and on Compensation and Nominating) raise independence optics; mitigated by Lead Independent Director and majority‑independent board .
• Related‑party aircraft arrangements could attract scrutiny; agreements are terminable and expenses disclosed .
• Construction/design defect retrofits and cost overruns represent material execution risk and capital allocation demands .
• TRA obligations can create founder alignment/conflict dynamics around tax attribute monetization .
• Section 16(a) delinquent withholding filings noted for RSU tax withholdings, including for the CEO .

Say‑on‑Pay & Shareholder Feedback

• As an Emerging Growth Company, SKYH is exempt from advisory votes on executive compensation; no say‑on‑pay results to report .

Compensation Peer Group (Benchmarking)

• Not disclosed in the 2024 or 2025 proxies reviewed.

Expertise & Qualifications

• Deep aviation and capital markets background (fighter pilot/instructor; asset management governance); MBA HBS; commercial pilot; multiple board and chair roles supporting financing/governance competency .

Work History & Career Trajectory

Director Compensation (context for dual role)

• Keinan receives no separate director fees; non‑employee director pay comprises cash retainers and RSUs; independent directors have a $150,000 ownership guideline within 3 years .

Investment Implications

• Alignment: Significant founder ownership (23.7% combined voting power) and ongoing RSU exposure tie outcomes to shareholder value; robust insider trading, anti‑hedging, and 10b5‑1 policies further align behavior .
• Retention economics: CEO severance (2x salary + highest bonus) plus full vesting on certain terminations and single‑trigger CIC vesting provide strong retention but elevate payout sensitivity; lack of disclosed quantitative bonus metrics reduces pay‑for‑performance transparency .
• Execution risk: Material retrofit costs and delays from design defects, alongside a large development pipeline, concentrate operational risk during scale‑up; offsets include long‑dated ground leases and high operating occupancy .
• Governance optics: Controlled company with CEO as Chair and on key committees can compress independence; mitigants include a Lead Independent Director, majority‑independent Board, and fully independent Audit Committee .
• Related‑party exposure: Aircraft use agreements and TRA structure necessitate ongoing monitoring; disclosures and terminability are positives, but investors should watch expense levels and TRA cash outflows versus tax benefits .