Michael Prachar
About Michael Prachar
Michael Prachar (age 56) is Chief Operating Officer of Volato Group, Inc. (NYSE American: SOAR) and has served as COO since February 1, 2022; he became Volato Group’s COO at the December 1, 2023 business combination . He brings 20+ years of operations leadership across telecommunications, technology services, and cloud consulting, including COO roles at LinkSource Technologies and Rapid Link; he holds an engineering degree from the College for Recording Arts in San Francisco . Under his tenure, the company reported Q1 2025 revenue of $25.5M, EBITDA of $2.7M, and positive net income of $0.5M, alongside a $23.4M reduction in total liabilities—signaling near-term operational execution despite a challenging capital structure and a prior going-concern emphasis from auditors in the FY 2024 10-K .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Big Green IT | Chief Operating Officer | 2015–2022 | Led operations at an IT/Microsoft cloud consulting business |
| LinkSource Technologies® | Chief Operating Officer | 2010–2015 | Drove telecom and technology services operational scale |
| Rapid Link, Inc. | President & Chief Operating Officer | 2006–2010 | Managed turnaround and operations in telecom services |
| Telenational Communications | Vice President & Chief Operating Officer | 2001–2006 | Oversaw service delivery and operational efficiency |
| Intercontinental Exchange | Director of Operations | 1995–1998 | Directed operations early in career |
External Roles
No public company directorships or external board roles disclosed for Prachar .
Fixed Compensation
Multi-year cash compensation (NEO summary):
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $193,924 | $227,906 |
| Target Annual Bonus (%) | 100% of base; max 200% (employment agreement) | 100% of base; max 200% (employment agreement) |
| Actual Bonus Paid ($) | Not eligible/paid for FY 2023 | Not eligible/paid for FY 2024 |
| Other ($) (401k, insurance) | $10,806 | $15,150 |
| Total ($) | $204,730 | $285,556 |
| Base Salary Change (effective Jun 1, 2024) | n/a | Annualized salary decreased from $235,000 to $223,250 |
Notes:
- Volato suspended cash director fees in 2024; executive base salaries saw reductions effective June 1, 2024 amid broader cost actions .
Performance Compensation
Equity awards and performance mechanics:
| Award Type | Grant/Status | Quantity | Key Terms | Vesting/Performance | Value/Price |
|---|---|---|---|---|---|
| Initial RSU Award (2024) | Granted | 42,630 RSUs | Performance-based split tranches | 30% vests at $12.50 stock price for 30 consecutive trading days; 70% vests at $15.00 for 30 consecutive trading days | Price thresholds as specified |
| Time-based RSUs | Outstanding as of 12/31/2024 | 506 RSUs | 25% after 12 months, then 1/48 monthly subject to continuous employment | Time-based vesting schedule | n/a |
| Performance RSUs | Outstanding as of 12/31/2024 | 1,706 RSUs | Vest upon stock price triggers per plan | Unearned as of 12/31/2024 | n/a |
| Unearned RSUs (aggregate line item) | As of 12/31/2024 | 2,212 units | Equity incentive plan awards unearned | Not vested as of FYE 2024 | Market value $542 |
Detailed performance table:
| Metric | Weighting | Target | Actual (as of 12/31/2024) | Payout | Vesting Mechanics |
|---|---|---|---|---|---|
| Stock Price Hurdle A | 30% of initial RSUs | $12.50 for 30 consecutive trading days | Not achieved (RSUs unearned) | 0% for A tranche (as of FYE 2024) | Vests upon hurdle achievement |
| Stock Price Hurdle B | 70% of initial RSUs | $15.00 for 30 consecutive trading days | Not achieved (RSUs unearned) | 0% for B tranche (as of FYE 2024) | Vests upon hurdle achievement |
Equity Ownership & Alignment
| Ownership Metric | Amount | % of SO | Detail |
|---|---|---|---|
| Total Beneficial Ownership | 58,814 shares | 2.8% | Includes direct, spouse, and options |
| Directly Owned | 45,613 shares | n/a | Shares held in own name |
| Indirect (Spouse) | 354 shares | n/a | Held via spouse Jodi Prachar |
| Options (Exercisable) | 12,847 shares | n/a | Exercisable within 60 days |
| Options Outstanding | 12,847 (all exercisable) | n/a | Exercise price $3.50; expiration 3/10/2032; vesting 1/48 with 1-year cliff |
| RSUs Outstanding | 506 time-based; 1,706 performance-based | n/a | See performance section for mechanics |
| Shares Pledged/Hedged | Prohibited by policy | n/a | Company insider trading policy bans hedging and pledging transactions |
Policy alignment:
- Insider Trading Policy requires quarterly/special blackouts, pre-clearance for directors/officers, bans short sales, public options/derivatives, hedging, and pledging—supporting alignment and reducing hedging/pledging risk .
Employment Terms
| Term | Details |
|---|---|
| Current Status | At-will employment; prior employment agreements expired Nov 30, 2024 |
| Role & Base Salary | COO; employment agreement provided $235,000 base; annualized reduced to $223,250 effective Jun 1, 2024 |
| Annual Bonus | Target 100% of base; max 200%; none paid/eligible for FY 2023 or FY 2024 |
| Long-term Incentives | Initial RSU award with stock-price performance hurdles ($12.50/$15 for 30 consecutive days); time-based RSUs vest 25% at 12 months then 1/48 monthly |
| Benefits | Participation in company plans (401(k), health, life, STD/LTD); company generally pays 100% of employee health premiums and 75% for dependents (subject to change) |
| Change-of-Control | 2023 Plan provides double-trigger vesting: awards vest if not assumed/substituted; if assumed, vest upon termination without cause/for good reason from 6 months before to 1 year after change-of-control; greater-of benefits if separate agreements exist |
| Clawbacks | Board-adopted Clawback Policy compliant with SEC/NYSE rules; authorizes recoupment of plan benefits for detrimental conduct; no-dividend payments on unearned awards |
Investment Implications
- Pay-for-performance tightening: No annual bonuses paid for 2023/2024 and equity heavily linked to sustained price hurdles ($12.50/$15), aligning upside with shareholder TSR; unearned RSUs as of 12/31/2024 indicate discipline and potential future vesting only with durable stock performance .
- Selling pressure catalysts: Time-based RSUs (monthly vest after first year) and fully exercisable options (12,847 @ $3.50, expiring 2032) create predictable liquidity windows; hedging/pledging prohibitions and pre-clearance/blackouts mitigate adverse trading impact but options/RSU releases could add drift to float over time .
- Retention risk moderate: With employment agreements expired and at-will status, retention hinges on equity value realization and operating trajectory; the double-trigger vesting under the 2023 plan provides protection in change-of-control scenarios, reducing flight risk amid strategic shifts .
- Execution track record: Q1 2025 profitability and EBITDA improvement alongside liability reduction support operational credibility under Prachar’s COO oversight; however, the FY 2024 auditor’s going-concern emphasis underscores continued financing needs and operational consistency risk through 2025 .