Matthew Liotta
About Matthew Liotta
Matthew Liotta, 47, is co‑founder, Chair (since March 28, 2024) and Chief Executive Officer of Volato Group, Inc. (NYSE American: SOAR) and has served as director and CEO since December 1, 2023 . Previously, he founded Agrify (NASDAQ: AGFY), serving as President (2016–2019) and CTO (2019–2020), with prior roles at Silicon Valley VC‑backed firms (gMoney, Yipes, TeamToolz, DevX) and positions at Hudson Global, Pharmasset, and One Ring Networks; he also co‑founded CEADS (2019–2022) and currently serves as a director at Fintainium . Under his leadership, Volato pivoted to aircraft sales and software, delivering net income from continuing operations of $2.3M in Q3’25 (vs. a $1.1M loss in Q3’24) and $5.4M for 9M’25 (vs. a $14.2M loss in 9M’24), while total net income reached $7.1M in Q3’25 and $11.2M for 9M’25; revenue for 9M’25 rose to $50.7M (+31% YoY), driven by Gulfstream G280 deliveries, with subscription revenue growth from the Vaunt platform . The company effected a 1‑for‑25 reverse stock split on February 24, 2025; share counts in 2025 filings are split‑adjusted .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Volato Group, Inc. | Chair; Chief Executive Officer; Director | Chair since Mar 28, 2024; CEO and Director since Dec 1, 2023 | Oversaw pivot from operations to aircraft sales and software; improved profitability in 2025 YTD |
| Agrify (AGFY) | Founder; President; Chief Technology Officer | President 2016–2019; CTO 2019–2020 | Built ag‑tech platform; executive leadership across growth and technology |
| CEADS (non‑profit) | Co‑founder; President | 2019–2022 | Advanced controlled‑environment agriculture; ecosystem leadership |
| gMoney, Yipes, TeamToolz, DevX; Hudson Global; Pharmasset; One Ring Networks | Various roles | Not disclosed | Operating and technology roles in VC‑backed and healthcare/telecom contexts |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Fintainium (fintech) | Director | Current (not dated) | Governance at cloud‑based financial services platform |
Fixed Compensation
| Item | 2023 | 2024 | Notes |
|---|---|---|---|
| Base salary (annualized) | $310,000 | Reduced to $2,400 effective Jun 1, 2024 | Also reflected in 2024 salary paid ($117,750) |
| Salary paid (SCT) | $215,208 | $117,750 | Per Summary Compensation Table |
| Target annual bonus | 100% of base salary | 100% of base salary | Plan max 200% of base salary |
| Actual bonus paid | $0 (not eligible) | $0 (not eligible) | Company performance outcomes |
Performance Compensation
- Equity structure emphasizes long‑term equity with both price‑based and time‑based vesting; no cash bonuses paid for 2023–2024 .
- Company has a Dodd‑Frank–compliant clawback policy, and insider policy prohibits hedging/derivatives; awards under plans are double‑trigger on change of control (no single‑trigger acceleration) .
| Award/Metric | Weighting/Type | Target/Trigger | Actual/Payout | Vesting |
|---|---|---|---|---|
| Initial RSU grant (2024) | RSUs | 183,580 RSUs granted (pre‑split) | Grant made | Performance‑based: 30% vests if stock ≥$12.50 for 30 consecutive trading days; 70% vests if stock ≥$15.00 for 30 consecutive trading days |
| Salary‑reduction RSU grant (Jun 7, 2024) | RSUs | 370,302 RSUs (pre‑split) | Grant made | Time‑based: 25% after 12 months of continuous service; remaining 75% monthly (1/48) thereafter |
| Time‑based RSUs outstanding (12/31/24) | RSUs | 13,332 units (post‑split) | Unvested | 25% after 12 months; then 1/48 monthly, subject to service |
| Performance RSUs outstanding (12/31/24) | RSUs | 7.344 units (post‑split figure as disclosed) | Unvested | Vest upon stock price performance thresholds specified by the company |
Note: Company effected 1‑for‑25 reverse split on Feb 24, 2025; pre‑split grants from 2024 will appear as lower counts post‑split in subsequent tables .
Equity Ownership & Alignment
| Holder/Vehicle | Shares | Ownership % | Notes |
|---|---|---|---|
| Matthew Liotta (beneficial) | 271,656 | 13.1% | Includes (i) 138,647 shares via Argand Group LLC (shared voting/dispositive power), (ii) 52,885 via PDK Capital, LLC (sole voting, shared dispositive with spouse), (iii) 66,050 direct, (iv) 6,908 via spouse, (v) 6,974 via the Matthew D. Liotta 2021 Trust |
| All directors and executive officers (6) | 528,740 | 25.4% | Aggregate insider ownership |
Additional alignment factors:
- Hedging/derivatives are prohibited under insider trading policy, reducing misalignment risk; pledging policy not specifically disclosed .
- Equity plan governance: no repricing without shareholder approval; minimum one‑year vesting standard; double‑trigger CoC acceleration; clawback enabled .
Employment Terms
| Term | Current status | Historical terms |
|---|---|---|
| Contract status | At‑will employment; prior agreements expired Nov 30, 2024 | Initial post‑business combination executive employment agreements had a one‑year term with auto‑renewal; company declined renewal on Sep 5, 2024 |
| Base salary | Company indicates continuation under substantially same comp terms absent written agreements; Liotta annualized base reduced to $2,400 effective Jun 1, 2024 | Prior base salary $310,000 |
| Bonus opportunity | Target 100% of base; max 200% (no payouts for 2023/2024) | Discretionary by Board/Compensation Committee |
| Severance/CoC | Not disclosed in current at‑will status; plan CoC is double‑trigger for equity | Not disclosed for CEO in proxy; prior agreements expired |
Board Governance
- Roles and structure: Liotta serves as combined Chair and CEO; the Board currently believes combining roles enhances accountability and clarity; the company has a designated Lead Independent Director (name not specified) .
- Board composition and terms: Four directors; Liotta and Cooper (Class I, term to 2027), Burger (Class II, term to 2028), Nichols (Class III, term to 2026) .
- Independence: Nichols and Burger are independent per NYSE American and SEC rules; Liotta is executive and not independent .
- Committees:
- Audit: Nichols (Chair), Burger; Nichols is the audit committee financial expert .
- Compensation: Nichols (Chair), Burger .
- Nominating & Corporate Governance: Burger (Chair), Nichols .
- Attendance: Board held eight meetings in 2024; all then‑incumbent directors attended ≥75% of aggregate Board/committee meetings .
- Director compensation: Liotta and Cooper received no director fees for 2024; non‑employee directors shifted to RSU awards, cash fees suspended as of March 31, 2024 .
Compensation Structure Analysis
- Mix shift and alignment: Cash compensation was curtailed materially in 2024 (CEO base cut to $2,400 annualized), with offsetting equity grants (time‑based RSUs) to conserve cash and align with long‑term equity value .
- Performance conditions: Significant portion of initial 2024 award vests only upon sustained stock price hurdles ($12.50 and $15.00 for 30 consecutive trading days), aligning to market‑based performance and limiting near‑term realizable value absent appreciation .
- Governance protections: Double‑trigger CoC for awards; clawback policy adopted; no option/SAR repricing without shareholder approval .
- Bonus discipline: No annual bonuses for 2023 and 2024, indicating adherence to pay‑for‑performance under challenging periods .
Related Party Transactions (Governance red flags to monitor)
- Financing/ownership: Convertible notes and equity conversions involving Liotta Family Office, Matthew D. Liotta 2021 Trust, and Dennis Liotta (father), including $3.0M CN‑001 to Liotta Family Office (converted), $1.0M CN‑001 to the Liotta trust (converted), and $6.0M CN‑002 to Dennis Liotta (converted) .
- Leases/services: Hangar/office sublease from Modern Aero, majority‑owned by Matthew and Jennifer Liotta (terminated July 31, 2023); aircraft lease/charter arrangements involving entities owned by Dennis Liotta and spouse (V158/DCL) .
- Family employment: Jennifer Liotta (spouse) and John Liotta (brother) previously employed by Volato, with 2023 compensation disclosed; compensation set without Matthew Liotta’s involvement .
Performance & Track Record
| Metric | Q3 2024 | Q3 2025 | 9M 2024 | 9M 2025 |
|---|---|---|---|---|
| Revenue ($000s) | 38,466 | 381 | 38,695 | 50,719 |
| Net income (loss) from continuing operations ($000s) | (1,056) | 2,331 | (14,249) | 5,374 |
| Total net income (loss) ($000s) | (4,435) | 7,145 | (38,744) | 11,202 |
Operational context and initiatives:
- Strategic pivot: Transitioned flight operations to flyExclusive in late 2024 to reduce costs and focus on aircraft sales and software (Vaunt); discontinued operations treatment for managed flight operations .
- Growth drivers: Aircraft sales (G280 deliveries in Jan and Apr 2025) and subscription growth from Vaunt; reduced SG&A from cost‑savings measures .
Risk indicators and disclosures:
- Going‑concern language highlights capital needs and execution risk despite 2025 improvements .
- Prior bankruptcy involvement: Liotta served as CEO/director of PodPonics, Inc. when it filed for Chapter 7 in May 2016 .
Director Compensation (for Liotta as director)
- Liotta received no additional director compensation beyond executive pay in 2024; non‑employee directors shifted to RSUs as cash fees were suspended .
Say‑on‑Pay & Shareholder Feedback
- The 2024 annual meeting covered director elections, ESPP approval, and auditor ratification; a say‑on‑pay proposal is not disclosed in the 2025 proxy (scaled EGC disclosures) .
Compensation Committee Analysis
- Members: Nichols (Chair), Burger; both independent; committee may retain independent advisors and oversees philosophy, programs, and equity plans .
- Clawback and governance documents available; minimum vesting and no repricing standards embedded in plans .
Vesting Schedules & Insider Selling Pressure
- Time‑based RSUs: 25% cliff at 12 months, then monthly vesting over 36 months; this structure could create steady post‑cliff supply, subject to blackout windows and policy .
- Performance RSUs: High stock‑price hurdles ($12.50/$15.00 for 30 trading days) temper near‑term realizable supply and align outcomes with market performance .
- Insider trading policy bans hedging and derivatives; Q3’25 disclosure indicates no director/officer adoption/modification of Rule 10b5‑1 or non‑Rule 10b5‑1 plans during the quarter .
Investment Implications
- Alignment: Significant beneficial ownership (13.1%) and price‑hurdle RSUs align Liotta with long‑term equity appreciation and reduce near‑term monetization absent sustained stock gains .
- Governance trade‑offs: Combined Chair/CEO structure offset by a Lead Independent Director and fully independent key committees; however, extensive related‑party history warrants ongoing monitoring of conflicts and audit oversight .
- Retention/economics: At‑will status and ultra‑low base salary shift value to equity; absence of disclosed severance may lower downside protection (potential retention risk), but CoC equity is double‑trigger, balancing incentives in a sale scenario .
- Execution risk: 2025 profitability improvement stems from aircraft sales, liability settlements, and cost reductions; going‑concern language and capital needs persist as the company transitions to a leaner, asset‑light model and pursues M&A (M2i) .