David Anderman

About David Anderman

David Anderman, age 55, has served as a director of Surf Air Mobility (SRFM) since December 2024, after serving as the Company’s Chief Legal Officer from June 2023 to May 2024 . He is President of Proxima Centauri, LLC (since 2014) and Co‑Founder/General Partner of Stellar Ventures (since July 2021); previously General Counsel at SpaceX (June 2019–December 2020) supporting Starlink and the first Crew Dragon astronaut mission, and spent 16 years at Lucasfilm rising to General Counsel and COO; he began his career as an IP litigator in Silicon Valley . He is not considered independent due to prior employment with SRFM .

Past Roles

External Roles

Board Governance

• Classification: Class B director, standing for election through 2028; director since Dec 2024 .
• Independence: Not independent (prior SRFM employment) .
• Committees: Current standing committees are Audit (Albert, D’Agostino—Chair, Hack), Compensation (Albert—Chair, Hack, Mady), and Nominating & Corporate Governance (Albert—Chair, D’Agostino, Bland); Anderman is not listed as a member of these committees .
• Attendance: In FY2024, the Board held 13 meetings; Audit 8; Compensation 5; Nominating 4. Each director attended at least 75% of the aggregate meetings of the Board and committees on which they served .
• Governance policies: Majority independent board; independent chair (Carl Albert). Prohibitions on pledging and hedging of Company stock under Insider Trading Policy .

Fixed Compensation

Performance Compensation

• Performance metrics: No director‑level performance metrics (revenue/EBITDA/TSR) disclosed for Anderman’s director compensation; RSUs and the warrant appear time‑based/consulting‑related rather than performance‑conditioned .

Other Directorships & Interlocks

• No current public company directorships disclosed for Anderman; prior roles include SpaceX GC and Lucasfilm GC/COO (management positions, not board roles) .

Expertise & Qualifications

• Core skills: Corporate legal leadership (GC/COO), aerospace/space technology (SpaceX), IP litigation, venture investing (Stellar Ventures), and operational leadership at technology/media companies .
• Independence status and governance familiarity: Former SRFM Chief Legal Officer and consultant; provides continuity but reduces independence classification .

Equity Ownership

Governance Assessment

• Strengths:

  • Majority‑independent board with independent Chair; robust committee independence; Audit Committee includes two SEC‑defined financial experts; attendance thresholds met in FY2024 .
  • Clear prohibition on hedging/pledging; director and executive stock ownership guidelines to align incentives; clawback policy compliant with NYSE Rule 10D‑1 .
  • Use of independent compensation consultant (Compensia) with conflict‑of‑interest assessment completed; no consultant conflicts identified .

• Risks / RED FLAGS:

  • Independence: Anderman is not independent due to prior SRFM employment; may affect perceptions of board neutrality on oversight matters .
  • Related‑party exposure: Advisory Services Agreement with Proxima Centauri, LLC (wholly‑owned by Anderman) at $20,000/month and a warrant for 142,857 shares; warrants also recognized in FY2024 compensation—raises potential conflict and necessitates vigilant Audit Committee oversight under related‑party policy .
  • Dual roles/compensation mix: FY2024 compensation for Anderman comprised salary for prior officer role, consulting fees, and warrant value, rather than standard director cash/equity—may dilute pay‑for‑performance alignment for a director role .
  • Capital/overhang: Company equity plan overhang projected to rise significantly if Amended and Restated 2023 Plan approved; while not specific to Anderman, high overhang (26.8% rising to 44.9%) can be investor‑sensitive and warrants committee scrutiny on director grants .

• Engagement/Attendance:

  • Board and committee meetings in FY2024 met frequency benchmarks; all directors ≥75% attendance; director annual meeting invitation policy in place .

• Ownership alignment:

  • Director ownership guidelines (5× retainer) with 5‑year window; Anderman has time to meet guideline given December 2024 appointment .

Related Party Transactions (Anderman‑Specific)

• Advisory Services Agreement with Proxima Centauri, LLC (Anderman’s entity): $20,000 per month effective Dec 16, 2024; warrant to purchase up to 142,857 shares of common stock issued as additional compensation .
• FY2024 Compensation Table: “All Other Compensation” for Anderman includes $208,333 salary (Chief Legal Officer partial year), $28,871 warrant fair value, and $20,000 consulting services .

Director Compensation (FY2024 – Anderman)

Board Committees (Current Composition)

Director Compensation Policy (Go‑Forward)

Equity Incentive Plan Controls

• No option/SAR repricing without shareholder approval; 10‑year max term; dividend equivalents only on vesting; annual limits for non‑employee directors; clawbacks permitted under policy .

Governance Conclusion

• Anderman brings notable legal/aerospace/venture expertise and institutional knowledge of SRFM, but his non‑independent status plus ongoing paid consulting and warrant issuance via his wholly‑owned entity create perceived conflicts that require strong Audit Committee oversight and transparent disclosure to sustain investor confidence . Director ownership guidelines, hedging/pledging prohibitions, and committee independence are positives; monitoring equity grant practices against high overhang levels and ensuring clear separation between director duties and consulting activities will be key to board effectiveness and alignment .