Michael Nichols
About Michael Nichols
Michael Nichols, 54, is an independent Class III director of Volato Group, Inc. (SOAR) since December 2024; he previously served as a director of Volato since August 19, 2021. He is CEO of the Piper M‑Class Owners & Pilots Association (PMOPA) since September 2022, President of Flieger Strategies, and a former Senior Vice President of Strategy & Innovation at the National Business Aviation Association (NBAA). He holds a B.S. in Business Administration (Kutztown University) and professional credentials including CAM, CAE, and IOM .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| National Business Aviation Association (NBAA) | Senior Vice President, Strategy & Innovation (various executive roles over 18 years) | 2003–2021 | Senior executive leading strategy and innovation for business aviation industry |
| Volato (pre-Business Combination) | Director | Aug 19, 2021–Dec 1, 2023 | Independent director driving governance prior to public listing |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Piper M‑Class Owners & Pilots Association (PMOPA) | Chief Executive Officer | Since Sep 2022 | Aviation association leadership |
| Flieger Strategies, LLC | President | Since Sep 2021 | Aviation and business strategy consultancy founder |
| NBAA Certified Aviation Manager Governing Board | Director | Ongoing | Professional governance role in aviation certification |
Board Governance
- Independence: The Board determined Nichols is independent under NYSE American and SEC rules .
- Board structure: CEO and Chair roles are combined; the Board has a designated lead independent director (not named) .
- Classified board: Three classes; Nichols is Class III, term expiring at 2026 annual meeting .
- Committee leadership:
- Audit Committee: Chair; qualifies as an “audit committee financial expert”; committee met 6 times in 2024 .
- Compensation Committee: Chair; committee met 5 times in 2024 .
- Nominating & Corporate Governance Committee: Member; chaired by Christopher Burger; met once in 2024 .
- Attendance: In 2024, the Board held eight meetings; all directors attended at least 75% of aggregate Board and committee meetings (Burger joined April 23, 2024) .
- Executive sessions: Non-employee directors met in executive session two times in 2024 .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Board cash fees | $0 | Cash compensation for directors suspended effective March 31, 2024 . |
| Committee chair/member cash fees | $0 | Included in cash suspension; not separately paid in 2024 . |
| Pre‑Business Combination (2023) cash fees to Nichols | $58,594 | For service as director, Chair, and Compensation Working Group member (Volato, Inc.) . |
Performance Compensation
| Equity Type | Grant/Value | Vesting/Terms | Notes |
|---|---|---|---|
| RSU award (2024) | $28,349 grant date fair value | Annual director grant for service through 2024 annual meeting; equity replaced cash beginning 2024 . | |
| Options (beneficially owned, exercisable) | 1,763 shares | Exercisable options included in beneficial ownership; terms not detailed in proxy . |
Performance metrics for director equity: None disclosed; director RSUs are service-based retainers with no performance goals stated .
Other Directorships & Interlocks
- Current public company boards: None disclosed beyond SOAR .
- Committee interlocks: No Compensation Committee interlocks or insider participation disclosed for the last fiscal year .
- Executive sessions and governance processes are in place; related-party transactions are overseen by the Audit Committee per written policy .
Expertise & Qualifications
- Financial expertise: Designated “audit committee financial expert”; financially literate .
- Aviation industry leadership: CEO of PMOPA; 18-year NBAA executive tenure; aviation strategy and innovation expertise .
- Governance/credentials: CAM, CAE, IOM credentials; experience on professional governing boards .
Equity Ownership
| Holder | Total Beneficial Ownership (shares) | % of Outstanding | Breakdown |
|---|---|---|---|
| Michael Nichols | 3,275 | <1% | 1,512 shares common; 1,763 shares underlying exercisable options . |
- Anti-hedging/pledging: Insider trading policy prohibits short sales, options/derivatives, and hedging transactions; pledging/margining is restricted by policy framework referenced in the Code and insider policy .
- Ownership guidelines: Corporate Governance Guidelines are published, but no numeric director ownership requirement is disclosed in the proxy .
Related-Party Exposure and Conflicts
- Company discloses multiple related-party transactions largely involving the CEO’s family; no transactions identified involving Nichols .
- Policies and procedures require Audit Committee review of related-party transactions; independent directors oversee conflict reviews .
- No Section 16(a) delinquency disclosed for Nichols; delinquent filings noted for another director (Burger) and a former CTO, not Nichols .
Governance Assessment
- Positives:
- Strong committee leadership: Nichols chairs both Audit and Compensation committees and is a designated financial expert—enhancing oversight of financial reporting and pay practices .
- Independence and engagement: Independent status with active committee cadence (Audit 6x, Comp 5x, N&CG 1x), Board attendance at/above 75%, and executive sessions indicate engaged oversight .
- Pay alignment for directors: Cash retainers suspended in 2024 and shifted to RSUs, improving alignment with shareholders .
- Clawback and plan safeguards: Company maintains a clawback policy and double-trigger change-in-control treatment in equity plans .
- Watch items:
- Combined CEO/Chair structure; while a lead independent director exists, combined roles can concentrate power; continued reliance on strong committee leadership and executive sessions is important .
- Low personal ownership: Nichols’ stake is <1%; while not unusual for a newer director, additional open-market purchases could bolster perceived alignment .
Appendix: Reference Data Tables
Board & Committee Structure and Activity (2024)
| Item | Detail |
|---|---|
| Board meetings in 2024 | 8; all directors ≥75% attendance; Burger joined April 23, 2024 . |
| Executive sessions (non-employee directors) | 2 in 2024 . |
| Audit Committee | Members: Burger, Nichols; Chair: Nichols; 6 meetings; Nichols is “financial expert” . |
| Compensation Committee | Members: Burger, Nichols; Chair: Nichols; 5 meetings . |
| Nominating & Corporate Governance | Members: Burger (Chair), Nichols; 1 meeting . |
| Independence | Nichols independent under NYSE American and SEC rules . |
Director Compensation (2024)
| Director | Cash Fees ($) | RSU Awards ($) | Total ($) |
|---|---|---|---|
| Michael D. Nichols | 0 | 28,349 | 28,349 |
Beneficial Ownership (as of May 19, 2025)
| Name | Shares | % |
|---|---|---|
| Michael Nichols | 3,275 (1,512 common + 1,763 options exercisable) | <1% |
Policies
- Insider trading/hedging: Prohibits short sales, options/derivatives, and hedging; Audit Committee oversees whistleblower procedures for accounting matters .
- Related-party transactions: Audit Committee pre-approval; independent director oversight per written procedures .