Walter Jackson
About Walter Jackson
Walter Jackson (age 66) is an independent director of Sky Harbour Group, serving since the January 25, 2022 closing of the Yellowstone Transaction. He is Chair of the Audit Committee and a member of the Compensation Committee, and has been designated by the Board as an “audit committee financial expert.” Jackson holds an MBA from Georgia State University and a BS from Bryan College, with a career spanning leveraged lending, investment banking, and private debt leadership roles at Goldman Sachs, Onex Credit, and Elkwater Capital Management .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ernst & Whinney (now EY) | Financial consulting for large/middle-market companies | Started 1985 | Early career financial consulting |
| Bank of Nova Scotia (Scotiabank) & Credit Suisse First Boston | Various leveraged lending capacities | 10 years prior to joining Goldman Sachs | Leveraged lending expertise |
| Goldman Sachs – Investment Banking Division | Origination/execution of bank loans and high-yield for LBOs/M&A (US/int’l) | 1997–2007 | Led financings for corporate transactions |
| Goldman Sachs – Merchant Banking Division | Senior Credit Officer and COO, Private Debt Group; leadership team | 2008–2015 | Credit investing, capital markets, fund financing responsibility |
| Onex Credit | Portfolio Manager | 2016–2022 | Portfolio management in credit strategies |
| Elkwater Capital Management, LLC | Partner | Since Jan 2024 | Partner at investment firm |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Elkwater Capital Management, LLC | Partner | Since Jan 2024 | Private investment role; not a public-company directorship |
| Other public company boards | — | — | None disclosed in proxy |
Board Governance
| Body | Role | Chair? | Meetings in 2024 | Attendance |
|---|---|---|---|---|
| Audit Committee | Member | Yes | 6 | 100% (all members attended all meetings) |
| Compensation Committee | Member | No | 1 | 100% (all members attended all meetings) |
| Nominating & Corporate Governance | Not a member | No | — | — |
| Full Board | Director | — | 8 | 100% (all directors attended all meetings) |
- Independence and expertise: The Board has determined Jackson meets NYSE independence for Audit Committee service and qualifies as an “audit committee financial expert.” He also meets financial sophistication requirements .
- Designation rights context: Jackson was nominated pursuant to the Stockholders’ Agreement by the Founder/CEO Tal Keinan, who holds significant designation rights under a controlled-company structure (currently not relied upon for exemptions) .
- Audit Committee remit includes related-party transaction review/approval, internal control, and oversight of independent auditor engagement .
- Audit Committee Report: The committee recommended inclusion of audited financial statements in the 2024 10-K; submitted by “Walter Jackson, Chair” .
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Fees earned or paid in cash | 80,000 | Actual cash fees paid for 2024 |
| Stock awards (RSUs, grant-date fair value) | 86,310 | Measured at grant-date fair value under ASC 718; RSUs granted during 2023 per proxy footnote |
| Total | 166,310 | 2024 total director compensation |
| Director Fee Schedule | Amount ($) | Applies to |
|---|---|---|
| Annual cash retainer | 50,000 | All non-executive directors |
| Annual RSU award (approx. grant-date value) | 70,000 | All non-executive directors; subject to 2022 Plan vesting |
| Audit Committee member | 7,500 | Additional annual cash |
| Audit Committee Chair | 25,000 | Additional annual cash |
| Compensation Committee member | 5,000 | Additional annual cash |
| Compensation Committee Chair | 15,000 | Additional annual cash |
| Nominating & Corporate Governance member | 5,000 | Additional annual cash |
| Nominating & Corporate Governance Chair | 15,000 | Additional annual cash |
| Lead Independent Director | 25,000 | Additional annual cash |
- Consistency check: Jackson’s $80,000 cash fees align with the schedule given his roles (retainer $50,000 + Audit Chair $25,000 + Compensation Committee member $5,000) .
Performance Compensation
| Award Type | Reference Year in Proxy Footnote | Grant-Date Fair Value ($) | Vesting Basis | Units Held (12/31/2024) | Options Held |
|---|---|---|---|---|---|
| RSUs | 2023 | 86,310 | Subject to 2022 Plan vesting; schedule not disclosed | 18,083 | 0 |
| Performance Metric | Disclosure |
|---|---|
| TSR/Revenue/EBITDA/ESG metrics | None disclosed for director equity awards; RSUs appear time-based |
Other Directorships & Interlocks
| Company | Role | Interlocks/Notes |
|---|---|---|
| None disclosed | — | No other public-company boards reported |
| Registration Rights Agreement | Party | Walter Jackson named among “Sky Securityholders” with customary demand and piggyback rights, indicating capital-markets linkage but not a directorship |
Expertise & Qualifications
- Financial expertise: Audit committee financial expert; extensive leveraged lending, high-yield financing, and private debt leadership experience at Goldman Sachs; portfolio management at Onex Credit; partner at Elkwater Capital .
- Education: MBA (Georgia State University); BS (Bryan College) .
- Board qualification basis stated by company: significant financial expertise .
Equity Ownership
| Holder | Class A Shares | Class A % | Class B Shares | Class B % | Combined Voting Power % |
|---|---|---|---|---|---|
| Walter Jackson | 15,314 | * | 412,072 | * | * |
- Additional holdings: RSUs held 18,083; options 0 (as of Dec 31, 2024) .
- Ownership guideline: Non-executive directors must own $150,000 of common stock by their third anniversary; compliance status not disclosed by individual .
- Anti-hedging: Company prohibits directors/officers/employees from hedging or derivative transactions in company securities (e.g., puts/calls/forwards) .
- Pledging: No explicit anti-pledging disclosure in proxy; no pledging by Jackson disclosed .
Governance Assessment
-
Positives
- Audit Committee Chair with “financial expert” designation; strong technical oversight and independence affirmed by Board .
- Full attendance at Board and committee meetings in 2024 (8 Board; 6 Audit; 1 Compensation) — reduces execution risk and signals engagement .
- Equity alignment via annual RSUs and explicit director stock ownership guideline ($150,000 target within three years) .
- Audit Committee remit includes approval of related-party transactions, bolstering conflict oversight .
-
Risk indicators and potential conflicts
- Controlled-company context with founder/stockholder designation rights under Stockholders’ Agreement; Jackson was designated as nominee by the Founder/CEO, potentially diluting pure independence despite NYSE independence status .
- Registration Rights Agreement participation may align his liquidity interests with other insiders; neutral to mildly negative signal depending on usage but standard in SPAC/business-combination structures .
- Compensation Committee met only once (plus one unanimous written consent) in 2024, which may be perceived as limited cadence for pay oversight in a growth company .
- Company is an emerging growth company and currently exempt from say-on-pay, reducing shareholder feedback signals on compensation governance .
Overall, Jackson’s deep credit/investment background and strong committee leadership are positives for board effectiveness; however, controlled-company designation rights and limited Compensation Committee meeting frequency warrant monitoring for potential governance friction or perceived influence .