Carl Albert
About Carl Albert
Carl Albert (age 83) is Surf Air Mobility’s independent Chairman of the Board, serving since July 2023; he is a seasoned aviation executive and investor with prior roles as Chairman/CEO of Fairchild Aircraft/Aerospace and Wings West Airlines, and holds an LLB from UCLA School of Law and a BA from UCLA . He is designated an audit committee financial expert, and his board tenure includes leadership across audit, compensation, and nominating/governance committees, emphasizing finance, aviation operations, and governance expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fairchild Aircraft and Fairchild Aerospace | Chairman & CEO | 1990–2000 | Led parent of Fairchild Aircraft and Dornier Luftfahrt; aviation operating leadership |
| Wings West Airlines | Principal VC Investor; Chairman, CEO & President | 1984–1988 (IPO to acquisition by AMR) | Managed growth and IPO; sold to AMR (American Airlines parent) |
| Legal Practice | Attorney (business matters) | Prior to aviation roles | Corporate/legal background supports governance rigor |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Boise, Inc. (NYSE: BZ) | Chairman of the Board | Feb 2008–Nov 2013 | Public company board leadership |
| Great Lakes Dredge & Dock (NASDAQ: GLDD) | Director; Audit Chair; Comp & Nominating/Gov member | Jul 2010–May 2019 | Chaired Audit; served on Compensation and Nominating & Governance |
| Fairchild Venture Capital Corporation | Chairman & CEO | Since 2000 | Private investment leadership |
| Positano Premiere Properties | General Partner | Since 2003 | Real estate investment/development |
Board Governance
- Board leadership: Independent Chairman; Deanna White is CEO/COO, enabling separation of management operations from board oversight .
- Independence: Board determined Mr. Albert is independent under NYSE standards .
- Committee assignments (2024 activity counts shown):
- Audit Committee member; 8 meetings in 2024; designated audit committee financial expert .
- Compensation Committee Chair; 5 meetings in 2024 .
- Nominating & Corporate Governance Committee Chair; 4 meetings in 2024 .
- Attendance: Each director attended at least 75% of Board/committee meetings in 2024; independent directors meet regularly in executive sessions chaired by the independent Chairman .
| Committee | Role | 2024 Meetings |
|---|---|---|
| Audit | Member; Audit Committee Financial Expert | 8 |
| Compensation | Chair | 5 |
| Nominating & Corporate Governance | Chair | 4 |
Fixed Compensation
- Cash retainer: Reduced 30% effective Dec 3, 2024; annual retainer $35,000 (non-employee directors); Lead Independent Director $42,000 .
- Committee retainers: Audit Chair $25,000/Member $12,500; Compensation Chair $20,000/Member $10,000; Nominating Chair $15,000/Member $7,500 .
- Reimbursement: Reasonable expenses reimbursed .
| Component | Amount | Notes |
|---|---|---|
| Board annual cash retainer | $35,000 | 30% reduction approved Dec 3, 2024 |
| Lead Independent Director retainer | $42,000 | 30% reduction approved Dec 3, 2024 |
| Audit Committee | Chair $25,000; Member $12,500 | Paid quarterly in arrears |
| Compensation Committee | Chair $20,000; Member $10,000 | Paid quarterly in arrears |
| Nominating Committee | Chair $15,000; Member $7,500 | Paid quarterly in arrears |
Performance Compensation
- Equity structure: Initial RSU grant target reduced 30% to $231,000; annual RSUs for 2024 at $165,000 (appears next year’s table), beginning in 2025 annual RSUs $115,500; annual RSUs vest on one-year anniversary (2024 grant vests at grant due to being for 2024 service) .
- Director option grant (non-standard): In 2024, Mr. Albert received 172,340 options at $6.17; 25% vested at grant (Apr 3, 2024), remaining 75% vest over three years, compensating “significant additional time” beyond normal board duties .
| Grant Type | Grant Date | Shares/Units | Exercise Price | Fair Value (as disclosed) | Vesting | Performance Metrics |
|---|---|---|---|---|---|---|
| Initial Director RSUs (aggregate initial grant composed of July 2023 + April 2024 RSUs) | Jul 25, 2023 and Apr 3, 2024 | 13,409 + 91,353 RSUs | N/A | Target $330,000 initially; reset to $231,000 for initial grants after Dec 3, 2024 | July 2024 vest for both tranches; future initial grants vest at 1-year anniversary | None (time-based vesting) |
| Annual Director RSUs (2024 service) | On/around 2025 Annual Meeting | Target $165,000 | N/A | $165,000 target | Vests at grant (for 2024 service) | None (time-based vesting) |
| Annual Director RSUs (2025+) | 2025+ | Target $115,500 | N/A | $115,500 target | Vests at 1-year anniversary | None (time-based vesting) |
| Stock Options (additional projects) | Apr 3, 2024 | 172,340 | $6.17 | Included in 2024 option award value | 25% vested at grant; 75% over 3 years | None (time-based vesting) |
Director Compensation (YoY)
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $39,275 | $51,613 |
| Stock Awards ($) | $117,983 | $80,519 |
| Option Awards ($) | — | $155,095 |
| Total ($) | $157,258 | $287,227 |
Other Directorships & Interlocks
| Company | Role | Committee Roles |
|---|---|---|
| Boise, Inc. (NYSE: BZ) | Chairman of the Board (former) | Board leadership; no interlocks disclosed |
| Great Lakes Dredge & Dock (NASDAQ: GLDD) | Director (former) | Audit Chair; Compensation and Nominating & Governance member |
Expertise & Qualifications
- Audit committee financial expert designation; member of SRFM Audit Committee .
- Deep aviation operations and transaction experience (Fairchild, Wings West), plus investment leadership (Fairchild Venture Capital, Positano) .
- Public company board leadership track record (Boise, GLDD), including audit and compensation oversight .
Equity Ownership
- Beneficial ownership: 176,114 shares (approx. 1% of outstanding); includes 28,016 directly, 61,928 via The Carl Albert Trust, and 86,170 options exercisable within 60 days of April 28, 2025 .
- Outstanding equity as of Dec 31, 2024: 14,966 RSUs outstanding; 172,340 options outstanding (grant Apr 3, 2024) .
- Director stock ownership guideline: minimum holding equal to 5x annual cash retainer; 5-year compliance period; as of Apr 1, 2025, all non-employee directors either met or had time remaining .
- Hedging/pledging policy: Insiders (including directors) prohibited from pledging, hedging, short sales, and derivative transactions in company securities .
| Item | Detail |
|---|---|
| Total beneficial ownership | 176,114 shares (1%) |
| Direct holdings | 28,016 shares |
| Trust holdings | 61,928 (The Carl Albert Trust; Albert is Trustee) |
| Options exercisable ≤60 days | 86,170 |
| RSUs outstanding (12/31/2024) | 14,966 |
| Options outstanding (12/31/2024) | 172,340 |
| Ownership guideline | 5x annual cash retainer; 5 years to comply; status compliant/time remaining |
| Hedging/pledging | Prohibited under Insider Trading Policy |
Governance Assessment
- Strengths: Independent Chairman with broad operating and investment experience; chairs Compensation and Nominating Committees and serves on Audit; designated audit financial expert; robust attendance; independent consultant used for compensation, with no conflicts found .
- Alignment: Meaningful equity ownership with options and RSUs; director stock ownership guidelines enforced; hedging/pledging prohibited .
- Compensation signals: 2024 director option grant for “significant additional time” beyond normal board duties increases at-risk equity exposure but introduces non-standard director option compensation; future annual RSU values reduced (30% reduction in initial grant target; lowered annual RSUs from $165,000 to $115,500 beginning 2025), indicating cost discipline .
- Conflicts/related-party exposure: No related-party transactions disclosed for Albert individually; however, SRFM has extensive related-party arrangements with major shareholder-affiliated entities (LamVen, LamJam, Park Lane), which fall under Audit Committee oversight where Albert is a member—heightening the importance of rigorous recusal and committee oversight protocols .
- Attendance/engagement: Board held 13 meetings; each director attended at least 75% (good governance baseline); independent director executive sessions chaired by Albert support oversight independence .