John D’Agostino
About John D’Agostino
John D’Agostino (age 49) has served as an independent director of Surf Air Mobility Inc. since July 2023. He is Chair of the Audit Committee and a member of the Nominating & Corporate Governance Committee; the Board has designated him an “audit committee financial expert.” He holds an MBA from Harvard Business School and a B.A. from Williams College, and brings extensive corporate finance and operational leadership experience to SRFM .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Waystone Governance | US Managing Director | May 2015 – Sep 2021 | Led institutional governance, risk and compliance services; deep board governance expertise |
| Midpoint Holdings Ltd. | Director | May 2017 – Dec 2021 | Public company board experience; finance and oversight |
External Roles
| Organization | Role | Tenure | Focus/Notes |
|---|---|---|---|
| Coinbase Institutional | Senior Advisor | Since Jun 2021 | Digital asset and institutional finance advisory role |
| AIF Institute Financial Innovation Center of Excellence | Fellow | 2021 | Recognition for financial innovation expertise |
Board Governance
- Committees: Audit Committee Chair; Nominating & Corporate Governance Committee member .
- Independence: Board determined D’Agostino is independent under NYSE and SEC rules; Board majority is independent .
- Attendance: In 2024 the Board held 13 meetings; Audit, Compensation, and Nominating committees held 8, 5, and 4 meetings respectively; each director attended at least 75% of their Board/committee meetings. Independent directors meet in regular sessions chaired by the independent Chairman .
- Leadership: CEO Deanna White; independent Chairman Carl Albert; committee charters available on the investor website .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (2024) | $28,875 | Actual paid to D’Agostino for 2024 service |
| Director Annual Cash Retainer (policy) | $35,000 | Reduced 30% on Dec 3, 2024 from prior $50,000; Lead Independent Director $42,000 |
| Committee Chair/Membership Annual Fees (policy) | Audit Chair $25,000; Audit Member $12,500; Compensation Chair $20,000; Compensation Member $10,000; Nominating Chair $15,000; Nominating Member $7,500 | Paid quarterly in arrears |
Performance Compensation
| Equity Award | Grant Date | Units/Value | Vesting | Performance Metrics |
|---|---|---|---|---|
| Initial Director RSUs (part 1) | Jul 25, 2023 | 13,409 RSUs; target $330,000 (based on $3.15 closing price on 7/27/2023) | Vested Jul 2024 | None disclosed; time-based |
| Initial Director RSUs (part 2) | Apr 3, 2024 | 91,353 RSUs (to complete $330,000 initial target) | Vested Jul 2024 | None disclosed; time-based |
| Annual Director RSUs (2024 service) | On/around 2025 Annual Meeting | $165,000 target grant-date fair value | Vests in full at grant (comp for 2024 service) | None disclosed; time-based |
| Annual Director RSUs (2025 onward) | On/around annual meeting | $115,500 target (30% reduction) | One-year vest, subject to service | None disclosed; time-based |
Director Stock Awards recognized in 2024 compensation table: $80,519 for D’Agostino .
Other Directorships & Interlocks
| Company/Institution | Type | Current/Prior | Role | Potential Interlock with SRFM |
|---|---|---|---|---|
| Midpoint Holdings Ltd. | Public company | Prior | Director (2017–2021) | None disclosed |
| Coinbase Institutional | Private division of public company (COIN) | Current | Senior Advisor | No SRFM transactions disclosed |
| Waystone Governance | Private company | Prior | US Managing Director | No SRFM transactions disclosed |
Expertise & Qualifications
- Audit Committee Financial Expert designation; deep oversight of financial reporting, internal control, and auditor independence .
- Corporate finance and operational leadership experience; governance and risk/compliance background .
- Education: MBA (Harvard), BA (Williams) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| John D’Agostino | 34,038 | * | “*” denotes less than 1%; based on 19,279,660 shares outstanding (as of Apr 28, 2025) |
As of Apr 1, 2025, all non‑employee directors had either met their 5x annual cash retainer stock ownership guideline or had remaining time to do so .
Governance Assessment
- Strengths: Independent director; Audit Chair and financial expert; explicit responsibility for related‑party transaction review and risk oversight; regular independent director sessions; clear ownership guidelines for directors .
- Alignment: Receives equity via RSUs; director ownership guidelines (5x cash retainer; five-year compliance window) promote alignment; D’Agostino’s 2024 stock award and ongoing annual RSUs reinforce equity-based pay .
- Engagement: Committee service across Audit (Chair) and Nominating; Board/committee meeting cadence suggests active oversight; minimum attendance threshold met .
- Conflicts: Company disclosed multiple related-party arrangements (LamVen/Fayed; Proxima Centauri/Anderman; SRS Ventures/Shahani), but no related‑party transactions involving D’Agostino were disclosed; Audit Committee (chaired by D’Agostino) pre-approves auditor services and oversees related‑party review, which mitigates risk .
- Compensation Structure Signals: 30% reductions in director cash retainer and annual equity targets from Dec 3, 2024 indicate cost discipline; equity grants are time-based with no disclosed performance metrics for directors, which keeps simplicity but limits pay‑for‑performance linkage .
- RED FLAGS (company-level context to monitor): Significant related‑party financing and advisory arrangements with large share/warrant issuances (LamVen) and advisor warrants (Proxima Centauri; SRS Ventures) raise governance complexity; continued reliance on reverse stock split authority and high equity overhang/dilution increase investor sensitivity—these are Board-wide issues under Audit/Compensation/Nominating oversight rather than D’Agostino-specific concerns .