Mark Heinen
About Mark Heinen
Mark Heinen, 55, has served as Chief Financial Officer of Volato (pre-combination) since November 28, 2023 and of Volato Group, Inc. (SOAR) since December 1, 2023, bringing 25+ years of finance and accounting experience; he holds a B.B.A. in Accounting and an M.B.A. from the University of Oklahoma and is a certified public accountant . Prior roles include CFO of Better Therapeutics (Oct 2021–Oct 2023) and SVP Global Corporate Controller and interim CFO at Trintech (2017–2020), with earlier experience at PricewaterhouseCoopers; no TSR/revenue/EBITDA performance metrics for his tenure are disclosed in the proxy .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Better Therapeutics, Inc. | Chief Financial Officer | Oct 2021 – Oct 2023 | Led corporate finance for a publicly traded digital therapeutics company . |
| Trintech, Inc. | SVP Global Corporate Controller; Interim CFO | 2017 – 2020 | Oversaw global controllership; served as interim CFO in a private tech company . |
| PricewaterhouseCoopers | Public Accounting | Not disclosed | Public accounting foundation; early-career training . |
External Roles
No external public company board memberships or committee roles are disclosed for Heinen in the latest proxy .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary (annualized) | $275,000 (per employment agreement) | $261,250 (effective Jun 1, 2024) |
| Salary Paid | $25,930 | $266,656 |
| Target Bonus % of Salary | 100% | 100% |
| Actual Bonus Paid | $0 (not eligible) | $0 (not eligible) |
Notes: SOAR effected a 1-for-25 reverse stock split on Feb 24, 2025; share-related counts in this report reflect the proxy’s disclosures post-split unless noted .
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Initial RSU Grant (2024) | N/A | 47,840 RSUs | N/A | Grant-date fair value $104,477 (aggregate equity awards for 2024) | Price-conditioned tranches and time-based vesting (see below) |
| Stock Price Threshold | 30% of the initial award | $12.50/share for 30 consecutive trading days | Not disclosed | Vests 30% upon achieving target | Single-trigger based on market price threshold |
| Stock Price Threshold | 70% of the initial award | $15.00/share for 30 consecutive trading days | Not disclosed | Vests remaining 70% upon achieving target | Single-trigger based on market price threshold |
Outstanding RSUs detail (as of Dec 31, 2024):
| RSU Type | Units Unvested | Market/Payout Value | Vesting Terms |
|---|---|---|---|
| Time-based RSUs (A) | 3,692 | Included in total below | 25% after 12 months from commencement; then 1/48 monthly thereafter |
| Time-based RSUs (B) | 592 | Included in total below | Vests evenly over 4 years |
| Performance RSUs | 1,914 | Included in total below | Vest upon stock achieving specified price per share (per plan thresholds) |
| Total “Unearned” RSUs | 6,198 | $1,519 | Mix of time-based and price-conditioned RSUs |
Options: No option awards are outstanding for Heinen; none exercisable/unexercisable listed .
Equity Ownership & Alignment
| Item | As of Date | Amount/Description | Notes |
|---|---|---|---|
| Beneficial Ownership (Shares) | May 19, 2025 | 50,919 shares | Represents 2.5% of shares outstanding (2,077,921 shares) . |
| Options – Exercisable | Dec 31, 2024 | 0 | No option awards outstanding . |
| RSUs – Unvested | Dec 31, 2024 | 3,692 (time-based) | 25%/12 months, then 1/48 monthly . |
| RSUs – Unvested | Dec 31, 2024 | 592 (time-based) | Even vesting over 4 years . |
| RSUs – Performance | Dec 31, 2024 | 1,914 | Price-conditioned vesting . |
| Total Unearned RSUs | Dec 31, 2024 | 6,198; value $1,519 | Aggregate unearned RSUs and payout value . |
| Hedging/Puts/Calls | Policy | Prohibited for officers/employees | Insider trading policy bans short sales, derivatives, hedging . |
| Pledging | Equity awards | Not transferable or pledgeable until vested (plan restrictions) | Transferability/pledge restrictions on awards; no specific pledging of common disclosed . |
| Ownership Guidelines | Policy | May be imposed by Administrator; specifics not disclosed | Plan permits ownership guidelines; compliance detail not disclosed . |
Employment Terms
| Term | Detail |
|---|---|
| Role/Start | CFO (Volato) since Nov 28, 2023; CFO (Volato Group, Inc.) since Dec 1, 2023 . |
| Employment Agreement | Effective Dec 1, 2023; not renewed on Sep 5, 2024; expired Nov 30, 2024; currently at-will . |
| Base Salary | $275,000 per agreement; reduced to $261,250 effective Jun 1, 2024 . |
| Annual Bonus | Target 100% of salary; max 200% at discretion; not eligible for 2023 and 2024 due to Company performance . |
| Long-term Equity | Initial RSU grant in 2024: 47,840 units with price-conditioned vesting ($12.50 and $15 thresholds) . |
| Benefits | Eligible for plans; Company pays 100% of employee health premiums and 75% of dependents (subject to change) . |
| Clawback | Board-adopted Clawback Policy in line with SEC/Listing standards . |
| Change-of-Control (Equity) | Double-trigger: if awards are assumed, vest upon qualifying termination; if not assumed, vest at change-of-control; greater-of treatment vs any agreement . |
| Non-compete/Non-solicit | Not disclosed in proxy . |
| Severance | Severance multiples/terms not disclosed; employment agreements expired . |
Compensation Committee Analysis
- Committee composition: Directors Christopher Burger (Chair, Nominating & Governance; member, Compensation) and Michael Nichols (Compensation Chair; Audit Chair); both independent under NYSE American rules .
- Compensation Committee met five times in 2024; charter permits retention of independent consultants and requires independence assessment; the company engaged an independent compensation consultant for executive program design .
- No compensation committee interlocks or insider participation disclosed for last fiscal year .
Additional Disclosures Relevant to Trading Signals
- Special meeting proxy (Mar 31, 2025) details dilutive convertible notes with variable conversion/reset mechanics; not executive-specific, but relevant to overall share supply/price dynamics during Heinen’s tenure as CFO .
- 8-K signature: Heinen signed the Nov 29, 2024 8-K reporting an officer resignation (CCO); demonstrates his role in executive transitions .
Investment Implications
- Alignment: Heinen’s compensation skews toward equity with price-conditioned RSUs; vesting tied to sustained share-price thresholds ($12.50/$15 for 30 days) aligns incentives to market performance and long-term shareholder value .
- Cash pay discipline: No annual bonus eligibility for 2023–2024 suggests conservative cash incentives amid performance challenges; base salary was reduced mid-2024, consistent with cost control .
- Retention/contract risk: Employment agreements expired and executives are now at-will; absence of disclosed severance economics increases uncertainty around retention cost/obligations in potential transitions .
- Ownership/skin-in-the-game: Heinen beneficially owns 50,919 shares (2.5%); no options outstanding; unearned RSUs provide forward exposure; hedging prohibited by policy—supporting alignment .
- Change-of-control treatment: Double-trigger equity vesting balances retention and shareholder protection (no automatic single-trigger), reducing windfall risk while preserving incentives through transactions .