Christopher Burger
About Christopher Burger
Christopher Burger, age 49, is an independent Class II director of Volato Group, Inc. (NYSE American: SOAR), nominated to serve until the 2028 annual meeting; he has served on the Board since April 23, 2024 after serving as a Senior Advisor from 2022–2024 . He holds a Bachelor of Business Administration with distinction in Marketing from Emory University’s Goizueta Business School and brings deep technology and innovation expertise from aviation and hospitality sectors . The Board has determined Mr. Burger is independent under NYSE American and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Transform (consulting firm) | Founder & Managing Director | 2020–present | Technology and innovation consulting; organizational expertise |
| IHG Hotels & Resorts (NYSE: IHG) | VP Global Technology; CIO Chief of Staff; Strategic Advisor to CIO | Jul 2018–Apr 2020 | Enterprise technology leadership; CIO support |
| Etihad Aviation Group | Group Head of Technology & Innovation; Group CIO Chief of Staff | 2015–2018 | Technology & innovation leadership in aviation |
External Roles
| Organization | Role | Sector | Notes |
|---|---|---|---|
| Transform | Founder & Managing Director | Consulting | Private firm; governance expertise via advisory experience |
Board Governance
- Classification and tenure: Class II director; Board fixed at four directors; staggered three-year terms with Class II expiring at the 2028 annual meeting .
- Independence: Board determined Burger is independent (NYSE American/SEC) .
- Committee memberships and chairs:
- Audit Committee: Members Burger and Nichols; Nichols is Chair; committee met six times in 2024 .
- Compensation Committee: Members Burger and Nichols; Nichols is Chair; committee met five times in 2024 .
- Nominating & Corporate Governance Committee: Members Burger and Nichols; Burger is Chair; committee met once in 2024 .
- Attendance: Board held eight meetings in 2024; all directors attended at least 75% of Board/committee meetings; Burger joined the Board on April 23, 2024. Non-employee directors met in executive session two times in 2024 .
- Lead independent director: Company has a designated lead independent director (not named in proxy) .
Fixed Compensation
| Component (Director) | FY2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $0 | Board suspended cash fees effective March 31, 2024 |
| Meeting fees | $0 | No meeting fees disclosed; cash fees suspended |
| Committee membership fees | $0 | Not paid in cash in 2024 |
| Committee chair fees | $0 | Not paid in cash in 2024 |
Performance Compensation
| Component (Director) | FY2024 Value | Grant Vehicle | Vesting/Performance Metrics |
|---|---|---|---|
| Equity grant (RSUs) | $24,038 | RSUs under 2023 Stock Incentive Plan | Specific director vesting/performance terms not disclosed; plan permits performance awards and includes clawback/recoupment provisions |
- Clawback/recoupment: Awards and related benefits may be forfeited/recouped for specified misconduct; participants may be required to comply with equity retention and stock ownership policies; subject to applicable law .
- Anti-hedging/derivatives: Insider trading policy prohibits short sales, options/derivatives trading (puts/calls), and hedging transactions for directors .
Other Directorships & Interlocks
| Company | Role | Sector | Interlock/Conflict Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company board service disclosed in proxy materials . |
Expertise & Qualifications
- Technology and innovation leadership spanning aviation (Etihad) and hospitality (IHG); organizational consulting experience (Transform) .
- Governance roles: Chair of Nominating & Corporate Governance Committee; member of Audit and Compensation Committees .
- Education: BBA with distinction in Marketing, Emory Goizueta Business School .
Equity Ownership
| As-of Date | Common Shares Owned | Options (exercisable within 60 days) | Total Beneficial Ownership | % of Outstanding |
|---|---|---|---|---|
| March 18, 2025 | 1,282 | 353 | 1,635 | <1% |
| May 19, 2025 | 22,282 | 353 | 22,635 | 1.1% |
- No pledging disclosed; plan restricts transfer/pledge of unvested restricted awards .
Governance Assessment
- Strengths:
- Independent director with relevant technology/innovation expertise; active governance roles including chairing Nominating & Corporate Governance .
- Concentrated committee structure fosters oversight continuity; committees met regularly in 2024 (Audit: 6; Compensation: 5; Nominating: 1) .
- Equity alignment increased meaningfully between March and May 2025 (1,635 to 22,635 shares) .
- Anti-hedging policy and clawback/recoupment framework support shareholder-aligned conduct .
- Watch items / RED FLAGS:
- Section 16(a) delinquency: Mr. Burger was unable to timely file initial Form 3 and a Form 4 reporting RSU receipt—administrative lapse that warrants monitoring of filing discipline .
- Governance concentration risk: Only two independent directors (Burger, Nichols) comprise all three committees, with Nichols chairing Audit and Compensation and Burger chairing Nominating—limited committee breadth may constrain independence of oversight .
- Related-party oversight: Audit Committee reviews related-party transactions, but no specific transactions involving Burger disclosed; investors should monitor future disclosures, particularly amid pending M&A where officers/directors may have differing interests .
Overall, Burger’s independence, committee leadership and increased ownership support alignment, but filing timeliness and concentrated committee composition are governance risks to watch .