Nicholas Cooper
About Nicholas Cooper
Nicholas Cooper (age 40) is a Class I director of Volato Group, Inc. (SOAR) since December 1, 2023. He co-founded Volato and has served in various executive roles, including Chief Commercial Officer; he holds a Bachelor of Commerce from the University of Sydney, is a CFA charterholder, and is a former Chartered Accountant (ICAEW) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Volato Group, Inc. | Co‑founder; Chief Commercial Officer; Director | Director since Dec 1, 2023; executive roles since inception (dates not detailed) | Investor relations and executive officer experience |
| TriGrow Systems (acquired by Agrify) | Founder & CEO | 2016–2020 | Built venture-backed tech services; exit to Agrify |
| Apptuto (500 Startups) | Founder & CEO | 2015–2017 | Mobile-first edtech; accelerator-backed |
| Al Nahdha Investment & Abu Dhabi Capital Group | Investment Manager | 2010–2015 | Managed PE/VC portfolios |
| Macquarie Bank (London/Sydney) | Senior Associate | 2003–2009 | Investment banking roles |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed | — | — | No other public-company directorships disclosed for Cooper |
Board Governance
| Attribute | Detail |
|---|---|
| Board classification | Class I director; term expires at 2027 annual meeting |
| Committee memberships | Not listed on Audit, Compensation, or Nominating & Corporate Governance (committees comprise independent directors Burger and Nichols) |
| Committee chair roles | None (Audit Chair: Nichols; Comp Chair: Nichols; Nominating Chair: Burger) |
| Independence status | Not independent (Board determined Burger and Nichols are independent under NYSE American/SEC rules) |
| Board meeting attendance (2024) | All directors attended at least 75% of aggregate Board/committee meetings; Board held 8 meetings in 2024 |
| Executive sessions (2024) | Non‑employee directors met in executive session two times |
Fixed Compensation
| Component (Director) | 2024 Amount |
|---|---|
| Annual cash retainer | $0 (Board suspended cash fees effective March 31, 2024; Cooper did not receive fees for Board service) |
| Committee membership/chair fees | $0 (not on committees; no fees) |
| Equity (annual RSU grant for directors) | $0 (no director RSUs reported for Cooper; only Nichols and Burger received RSUs) |
Performance Compensation
| Element | Detail |
|---|---|
| Director performance-based awards | None disclosed for Cooper in 2024 (no PSUs/metrics tied to director pay) |
| Company-wide plan design (context) | Equity plans use double-trigger change-of-control; prohibit option/SAR repricing without shareholder approval; minimum 1-year vesting with limited exceptions |
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock | Notes |
|---|---|---|---|
| None disclosed | — | — | No interlocks or shared directorships disclosed involving competitors/suppliers/customers |
Expertise & Qualifications
- Investor relations, capital markets, and executive leadership; co‑founder and CCO at Volato .
- Entrepreneurship in tech/services: founded TriGrow Systems (exit to Agrify) and Apptuto (500 Startups) .
- Institutional investing: managed PE/VC portfolios in Abu Dhabi; Macquarie Bank IB background .
- Credentials: Bachelor of Commerce (University of Sydney); CFA charterholder; former Chartered Accountant (ICAEW) .
Equity Ownership
| Holder | Shares | % of Outstanding | Notes |
|---|---|---|---|
| Nicholas Cooper (beneficial) | 121,441 | 5.8% | 120,286 via Hoop Capital LLC (owned by Cooper) + 1,155 directly |
| Hoop Capital LLC (entity) | 120,286 | 5.8% | Entity owned by Nicholas Cooper |
Governance Assessment
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Independence and committee effectiveness: Cooper is not independent and does not serve on key oversight committees (Audit, Compensation, Nominating)—those roles are held by independent directors Burger and Nichols, which mitigates potential conflicts but limits Cooper’s direct committee oversight influence .
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Attendance and engagement: Board met 8 times in 2024; all directors met at least the 75% attendance threshold, supporting baseline engagement .
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Director compensation alignment: Cooper received no director cash or equity fees in 2024, consistent with the Board’s suspension of cash fees and RSU grants limited to independent directors—reduces pay-related conflicts for Cooper’s board role .
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Ownership alignment: Material beneficial ownership (5.8%) through Hoop Capital LLC plus direct holdings suggests skin‑in‑the‑game; no pledging or hedging by directors is permitted under the company’s insider trading policy (policy prohibits hedging and certain derivatives), supporting alignment, though pledging specifics for Cooper are not disclosed .
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Related-party exposure: Proxy details multiple Liotta-related transactions; no related‑party transactions involving Cooper were disclosed, aside from his ownership via Hoop Capital LLC listed in lock‑up parties context, reducing direct conflict flags tied to Cooper .
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RED FLAGS:
- Non‑independent director with founder/executive background; while common in small-cap EGCs, it can concentrate influence if not balanced by independent oversight. Mitigant: independent directors chair all key committees .
- High ownership concentration among insiders; while aligned, can raise governance concerns if combined with limited independent representation. Current board includes two independents (Burger and Nichols) .
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Positive signals:
- Strong committee governance framework with independent chairs; clawback policy; double‑trigger CoC; no repricing without shareholder approval .
- Section 16 compliance: Company believes directors/officers filed timely during 2024, except noted individuals (CTO and Burger for specific filings)—no issues flagged for Cooper .