Marc-Andre Boisseau
About Marc-Andre Boisseau
Marc-Andre Boisseau is Chief Financial Officer (principal financial and accounting officer) of SKYX, serving since January 1, 2022; age 60; Certified Public Accountant; prior roles include Corporate Controller and Principal Accounting Officer at Citrix Systems and senior auditor at Ernst & Young, and he is a partner at Boisseau, Felicione & Associates Inc. . Company pay-versus-performance data shows declining TSR on a $100 initial investment (2022: $21.27; 2023: $11.43; 2024: $8.29), while revenues grew from $58.8M in 2023 to $86.3M in 2024 (≈47–48% YoY) and net loss narrowed to $(35.8)M in 2024 . SKYX states it does not use GAAP net income (loss) as a performance metric in executive incentive programs .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Citrix Systems, Inc. | Corporate Controller; Principal Accounting Officer | 1995–1999; 1997–1999 | Senior finance leadership at a public software company |
| Ernst & Young | Senior Auditor | Not disclosed | Audit experience in public accounting |
| Boisseau, Felicione & Associates Inc. | Partner | Since Feb 2002 | Advisory and tax services for public and private companies |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Boisseau, Felicione & Associates Inc. | Partner | Since Feb 2002 | Concurrent external professional role |
Fixed Compensation
Multi-year cash compensation (SCT reported):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 144,000 | 144,000 | 144,000 |
| Bonus ($) | — | 50,000 | 51,000 |
| All Other Compensation ($) | — | — | 12,010 (health insurance $4,210; 401K $7,800) |
Additional approved retention bonus:
- August 2024: Compensation Committee granted $70,000 cash bonus, payable in 12 monthly payments effective September 1, 2024 .
Performance Compensation
Equity and incentive awards detail:
| Type | Grant Date | Quantity/Terms | Vesting | Strike/Value | Status/Payout |
|---|---|---|---|---|---|
| RSUs | Apr 5, 2023 | 120,000 RSUs | 3 equal annual installments beginning grant date (Apr 5, 2023; Apr 5, 2024; Apr 5, 2025) | n/a | 40,000 unvested at 12/31/2024 |
| Stock Options | Apr 5, 2023 | 120,000 options | 3 equal annual installments beginning grant date | $3.28; exp 4/5/2028 | 80,000 exercisable; 40,000 not exercisable at 12/31/2024 |
| RSUs | Oct 19, 2023 | 7,993 RSUs | Vested in full 11/15/2023 | n/a | Vested |
| RSUs | Oct 19, 2023 | 25,000 RSUs | 2 equal installments on Feb 15, 2024 and May 15, 2024 | n/a | Vested by 5/15/2024 (subject to continued employment) |
| Signing Restricted Stock | Mar 11, 2022 | 10,000 shares | Vested quarterly in 2022 | n/a | Vested |
| Signing Stock Options | Mar 11, 2022 | 10,000 options | Vested quarterly in 2022 | $12.34; exp 3/11/2025 | Outstanding at 12/31/2024 |
| Performance/Cash Bonus | Various | Discretionary performance-based bonus | Metrics determined by Executive Chairman; approved by Comp Committee | n/a | $50,000 (2023); $51,000 (2024) |
Performance metrics and weightings: Not specifically disclosed beyond general focus on revenue and income growth; Company states it does not use GAAP net income (loss) in incentive programs .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 212,607 common shares; <1% of class |
| Options (exercisable/unexercisable) | 80,000 / 40,000 @ $3.28; exp 4/5/2028 |
| Additional Options | 10,000 @ $12.34; exp 3/11/2025 |
| Unvested RSUs | 40,000 (market value $46,400 at $1.16 close on 12/31/2024) |
| Hedging/Pledging | Insider Trading Policy prohibits hedging and short selling; pledging/margin prohibited except with prior approval; blackout windows apply |
| Ownership Guidelines | Not disclosed |
Employment Terms
| Term | Key Provision |
|---|---|
| Role & Start Date | CFO; effective January 1, 2022 |
| Base Salary | $144,000 per year; subject to annual review |
| Bonus Eligibility | Performance-based bonus payable in equity and/or cash, metrics determined by Executive Chairman and approved by Compensation Committee |
| Sign-on Awards | 10,000 restricted shares; 10,000 options (3-year) — both vested quarterly through 2022 |
| Severance | No specified severance benefits; employment “at will” |
| Termination Notice | Either party may terminate without cause upon 90 days’ advance written notice |
| Non-Compete/Non-Solicit | Customary covenants included |
| Change-of-Control | No specific Boisseau change-of-control terms disclosed; plan-level and other executives’ provisions described generally |
| Clawback | Company adopted a Compensation Recovery Policy in 2023 to recover erroneously awarded incentive compensation upon restatement (effective for compensation received on or after Oct 2, 2023) |
Performance & Track Record
Company operating context during tenure:
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Value of $100 initial investment (TSR) ($) | 21.27 | 11.43 | 8.29 |
| Revenue ($) | — | 58,785,762 | 86,276,876 |
| Net Loss ($) | (27,035,941) | (39,732,656) | (35,768,144) |
Additional governance and compliance:
- SOX 906 certification signed by Boisseau for FY2024 10-K .
- Company states no directors or executive officers were involved in Item 401(f) legal proceedings during past 10 years .
Compensation Structure Analysis
- Cash vs equity mix: 2024 compensation emphasized salary and cash bonus ($195,010 combined salary+other for 2024 including $51,000 bonus and $12,010 benefits), with no new 2024 equity grants to Boisseau in SCT; major equity awards were in 2023 (RSUs and options) .
- Retention incentives: $70,000 cash retention paid monthly from Sept 2024 signals near-term retention priority; vesting over time maintains service-based alignment .
- Performance metrics disclosure: Specific quantitative targets/weightings are not disclosed; Company indicates incentives focus on growing revenue/income and does not use GAAP net income as a metric .
- Equity vesting cadence: Remaining 40,000 RSUs from 2023 grant scheduled to vest April 5, 2025; options continue vesting/are outstanding through 2028 .
- Clawback and trading policy: Robust clawback policy and prohibitions on hedging/pledging reduce risk of misalignment and speculative behavior .
Risk Indicators & Red Flags
- Hedging/pledging: Prohibited without compliance officer approval; reduces alignment concerns from collateralized or hedged positions .
- Severance/COC economics: No specified severance for Boisseau; change-of-control terms for him not disclosed—limits “golden parachute” risk but also may increase departure risk in stress scenarios .
- Legal proceedings: None disclosed for executives in the past 10 years .
- Pay-versus-performance: TSR declined across 2022–2024 while CAP for non-PEO NEOs shows varied alignment; company emphasizes that CAP may not correlate to GAAP net income (loss) .
Equity Ownership & Potential Selling Pressure
- Beneficial ownership: 212,607 shares (<1%); unvested RSUs 40,000 at 12/31/2024; options outstanding (10,000 @ $12.34 exp 3/11/2025; 120,000 @ $3.28 exp 4/5/2028, with 80,000 exercisable) .
- Vesting calendar watchouts: April 5, 2025 vest for remaining RSUs could coincide with Form 4 activity; trading subject to blackout windows and pre-clearance under policy .
Investment Implications
- Alignment: Majority of Boisseau’s equity was granted in 2023 with remaining RSUs vesting in 2025; ownership and ongoing vesting create continued alignment, while prohibitions on hedging/pledging mitigate misalignment risk .
- Retention risk: At-will employment with no severance and reliance on discretionary bonuses/retention payments suggests monitoring for retention signals; the 2024 $70,000 monthly-paid retention bonus indicates recent focus on stability in finance leadership .
- Trading signals: Watch vesting dates (e.g., Apr 5, 2025) and any blackout clearance for potential Form 4 filings; policy constraints may limit opportunistic transactions .
- Performance backdrop: Strong revenue growth in 2024 with narrowing losses improves operating context for CFO execution, though TSR declines highlight market skepticism; incentives are tied generally to growth goals rather than GAAP income .